Paulette L. Kennedy

Following a merits hearing where the respondents were found to have engaged in unregistered trading, illegal distribution of securities, and fraud, the Ontario Securities Commission held a hearing to determine sanctions and costs.

The Commission ordered permanent market bans, significant administrative penalties, and disgorgement against the directing minds of the fraudulent scheme.

The salesperson respondents received market bans ranging from 5 to 10 years, along with administrative penalties and disgorgement orders equal to the commissions they earned.

Costs were also apportioned among the respondents.

Following a merits decision finding that the respondents engaged in unregistered trading, illegal distribution of securities, and made prohibited representations, the Ontario Securities Commission held a hearing to determine sanctions and costs.

The Commission ordered permanent and long-term trading, acquisition, and exemption bans against the corporate and individual respondents, along with director and officer bans.

The Commission also ordered administrative penalties totaling $935,000, disgorgement of over $2.5 million, and costs of $305,000, finding that the respondents' conduct was serious, deceitful, and caused substantial harm to investors.

Staff of the Ontario Securities Commission alleged that the respondents, Z2A Corp. and its sole director Christine Hewitt, engaged in unregistered trading and illegal distribution of securities in connection with a charitable gifting program run by Innovative Gifting Inc. (IGI).

The respondents facilitated the issuance of shares in RCT Global Networks Inc. to donors in exchange for cash donations, receiving a 10% commission on the cash donated.

The Commission found that the respondents' conduct constituted acts in furtherance of trades in RCT securities, contrary to s. 25(1)(a) of the Securities Act.

Furthermore, the trades involved previously unissued treasury shares, constituting an illegal distribution contrary to s. 53(1).

As the directing mind of Z2A, Hewitt was deemed to have authorized, permitted, and acquiesced in the non-compliance pursuant to s. 129.2 of the Act.

The Applicant, Homeq Corporation, applied for a decision under the securities legislation of multiple jurisdictions that it is not a reporting issuer.

Following a court-approved plan of arrangement and subsequent amalgamation, the Applicant's outstanding securities were beneficially owned by fewer than 15 securityholders in each jurisdiction of Canada (except Ontario, where it had 15) and fewer than 51 worldwide.

The Ontario Securities Commission, acting as principal regulator, granted the requested relief, ordering that the Applicant is no longer a reporting issuer.

The applicant, a U.S. publicly traded real estate investment trust, applied for an exemption from the prospectus requirements under the Securities Act to distribute shares of a partially owned U.S. company to its shareholders by way of a dividend in specie.

The applicant and the spun-off company are not reporting issuers in Canada, and the number of Canadian shareholders is de minimis.

The Ontario Securities Commission granted the exemptive relief, noting that no investment decision was required from the Canadian shareholders and that they would receive the same disclosure materials as U.S. shareholders.

Following a merits hearing where the respondents were found to have engaged in unregistered trading, illegal distribution, and fraud in connection with the 'Axcess Investments' scheme, the Ontario Securities Commission held a sanctions and costs hearing.

The Commission ordered permanent trading and market prohibitions against Driver, Taylor, and their respective companies, along with significant administrative penalties and disgorgement orders.

Reynold and his company, who were not found to have acted fraudulently but engaged in unregistered trading and illegal distribution, were subject to 15-year market prohibitions, an administrative penalty, and disgorgement.

The respondents were also ordered to pay the costs of the investigation and hearing.

Following a finding that the respondent engaged in conduct contrary to the public interest by purchasing shares while in possession of undisclosed material facts, the Ontario Securities Commission held a sanctions and costs hearing.

The Commission declined to impose the 10-year trading bans sought by Staff, finding them excessive given that no technical breach of the Securities Act occurred.

Instead, the Commission ordered a five-year prohibition on the respondent acting as a director or officer of a reporting issuer, issued a reprimand, and ordered the respondent to pay $150,000 in costs.

The Ontario Securities Commission held a hearing on the merits regarding allegations that Global Energy Group, Ltd. and several individuals operated a fraudulent investment scheme.

The respondents sold unregistered securities in the form of limited partnership units in purported Kentucky oil drilling programs to investors, raising over US$16 million.

The Commission found that the respondents traded in securities without registration and distributed securities without a prospectus, with no exemptions available.

Furthermore, the Commission found that the directing minds of Global Energy, Vadim Tsatskin and Christina Harper, perpetrated a fraud on investors by making false representations about the company's history, the use of investor funds, and the expected returns.

The Commission concluded that the respondents' conduct breached the Securities Act and was contrary to the public interest.

Following a merits decision finding that the respondent Suman engaged in insider tipping and both respondents traded on undisclosed material information regarding a corporate acquisition, the Commission held a sanctions and costs hearing.

The respondents had already been subject to a US judgment ordering disgorgement and significant civil penalties for the same conduct.

The Commission ordered permanent market bans against Suman and five-year bans against Rahman.

Suman was ordered to pay an administrative penalty of $250,000 and disgorge $954,938.07, with credit given for any amounts paid under the US judgment.

The respondents were ordered to pay $250,000 jointly and severally for the costs of the investigation and hearing.

Following a merits decision finding that the individual respondents engaged in unregistered trading and perpetrated a fraud on investors by misappropriating approximately $22 million in investor funds for personal luxury expenses, the Ontario Securities Commission held a sanctions and costs hearing.

The Commission ordered permanent market bans, reprimands, and director/officer bans against the respondents.

Additionally, the Commission ordered each respondent to pay an administrative penalty of $750,000, and ordered them to jointly and severally disgorge $21,908,607.

The respondents were also ordered to pay $257,756.32 in costs.

Parrish & Heimbecker, Limited (P&H) and Thirdcoast Limited filed cross-applications before the Ontario Securities Commission regarding P&H's take-over bid for Thirdcoast.

P&H sought to cease trade Thirdcoast's shareholder rights plan (poison pill), while Thirdcoast sought to cease trade shares subject to lock-up agreements entered into by P&H, alleging the bid was coercive and offered collateral benefits.

The Commission found the bid was not coercive and no prohibited collateral understanding existed.

The Commission granted P&H's application, permanently cease trading the rights plan, as it had served its purpose and no competing bid had emerged, and dismissed Thirdcoast's application.

The applicant, a U.S. public company, applied for an exemption from the prospectus requirements under section 53 of the Securities Act to distribute shares of its wholly-owned subsidiary to its shareholders as a dividend in specie.

The distribution was part of a spin-off transaction.

The Ontario Securities Commission granted the exemption, noting that the applicant had a de minimis presence in Canada, the subsidiary would become an independent public company in the Netherlands, and no investment decision was required from Canadian shareholders.

Fidelity Investments Canada ULC, the Federation of Mutual Fund Dealers, and the Association of Canadian Compliance Professionals applied for exemptive relief from the prohibition in subsection 5.4(1) of National Instrument 81-105.

The applicants sought permission for mutual fund organizations to pay a portion of the direct costs incurred by the Federation and the ACCP in organizing educational events.

The Ontario Securities Commission granted the exemption, subject to conditions including that the primary purpose of the events be educational, no single organization pays more than 10% of the total direct costs, and advance written notice is filed with the Commission.

The Ontario Securities Commission held a hearing on the merits regarding allegations that the respondents engaged in unregistered trading and securities fraud.

The respondents, who were the principals of the New Life group of companies, raised approximately $22 million from investors purportedly to purchase life insurance policies.

The Commission found that the respondents breached section 25(1)(a) of the Securities Act by engaging in acts in furtherance of trades without registration.

Furthermore, the Commission found that the respondents breached section 126.1(b) of the Act by perpetrating a fraud on investors, having misappropriated over 40% of investor funds for personal luxury purchases and having paid fictitious dividends from new investor funds.

As directors and officers, the respondents were also found liable under section 129.2 for authorizing, permitting, and acquiescing in the corporate breaches.

Staff of the Ontario Securities Commission sought sanctions and costs against the respondents following a merits decision that found they engaged in unregistered trading, illegal distribution, and fraud.

The respondents raised over $4.4 million from approximately 80 investors through the sale of bonds, using high-pressure sales tactics and misusing the accredited investor exemption.

The funds were misappropriated to pay personal expenses and existing bondholders.

The Commission ordered permanent market prohibitions, permanent director and officer bans, and reprimands.

The Commission also ordered administrative penalties totaling $650,000, disgorgement of $3,132,106, and costs of $245,500, apportioned among the respondents based on their respective involvement.

The Filer, Global X Development Corp., applied to the Ontario Securities Commission for a decision that it is no longer a reporting issuer.

The Filer had filed a prospectus but never completed its initial public offering, has no active business, and its securities are beneficially owned by fewer than 51 security holders in Canada.

The Commission granted the requested exemptive relief, ordering that the Filer is not a reporting issuer.

The Filer applied for a decision that it is not a reporting issuer under the securities legislation of Ontario and Alberta.

The Filer had filed a prospectus but never completed its initial public offering, has no active business, and its securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief.

In an oral decision on the merits, the Ontario Securities Commission found that the respondents breached the Securities Act by perpetrating a fraud on investors, trading securities without registration, and authorizing corporate breaches.

The respondents failed to attend the hearing and Staff's evidence was uncontroverted.

The Commission concluded the respondents acted contrary to the public interest, with reasons to follow and a sanctions hearing to be scheduled.

Following a merits decision finding that Coventree Inc. and its senior officers, Geoffrey Cornish and Dean Tai, failed to disclose material changes in breach of the Securities Act, the Ontario Securities Commission held a hearing to determine sanctions and costs.

The Commission emphasized the fundamental importance of timely disclosure to the integrity of capital markets.

While noting mitigating factors such as the respondents' lack of intent to mislead and their cooperation with Staff, the Commission imposed significant administrative penalties to achieve specific and general deterrence.

Coventree was ordered to pay a $1 million penalty and $250,000 in costs, while Cornish and Tai were each ordered to pay a $500,000 penalty and were prohibited from acting as directors or officers of a reporting issuer for one year.

The Filer applied for a decision under the securities legislation of multiple jurisdictions that it is no longer a reporting issuer.

The Filer's outstanding securities were beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada.

The Filer was in default of filing interim financial statements but met the test for the requested relief.

The Ontario Securities Commission, as principal regulator, granted the exemptive relief sought.