Ontario Securities Commission Commission des valeurs mobilières de l’Ontario P.O. Box 55, 19th Floor 20 Queen Street West Toronto ON M5H 3S8 CP 55, 19e étage 20, rue Queen Ouest Toronto ON M5H 3S8
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF SULJA BROS. BUILDING SUPPLIES, LTD., PETAR VUCICEVICH, KORE INTERNATIONAL MANAGEMENT INC., ANDREW DEVRIES, STEVEN SULJA, PRANAB SHAH, TRACEY BANUMAS, AND SAM SULJA
REASONS AND DECISION
Hearing: September 24, 2010
Decision: October 28, 2010
Panel: Patrick J. LeSage - Commissioner and Chair of the Panel Sinan O. Akendiz - Commissioner
Appearances: Jonathon T. Feasby Usman M. Sheikh - For Staff of the Ontario Securities Commission Khalid Sheikh - For Steven Sulja and Sam Sulja
TABLE OF CONTENTS
- Overview A. History of the Proceeding
- Evidence A. Modified Amended Statement of Allegations B. Uncontested Evidence i. The Non-Contesting Respondents ii. Related Parties iii. The Investment Scheme
- Issues
- Analysis A. Did Steven Sulja breach subsection 126.2(1) of the Act? B. Did Sam Sulja breach subsection 126.1(a) of the Act?
- Conclusion
REASONS AND DECISION
1. Overview
A. History of the Proceeding
1This was a hearing before the Ontario Securities Commission (the "Commission") pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), to consider whether Sulja Bros. Building Supplies, Ltd., (Nevada) ("Sulja Nevada"), Petar Vucicevich ("Vucicevich"), Kore International Management Inc. ("Kore International"), Andrew DeVries ("DeVries"), Steven Sulja, Pranab Shah ("Shah"), Tracey Banumas ("Banumas") and Sam Sulja breached the Act and acted contrary to the public interest.
2A temporary cease trade order was issued in this matter on December 22, 2006 with respect to Sulja Nevada, Sulja Bros. Building Supplies Ltd., (Ontario) ("Sulja Ontario"), Kore International, Vucicevich and DeVries. The Commission issued periodic extensions of the temporary cease trade order, which now continues until the completion of the hearing on the merits.
3On December 27, 2006, the Commission issued a Notice of Hearing and a Statement of Allegations with respect to Sulja Nevada, Sulja Ontario, Kore International, Vucicevich and DeVries. On June 16, 2008, a second Notice of Hearing and an Amended Statement of Allegations were issued to add the following respondents to this matter: Steven Sulja, Shah, Banumas and Sam Sulja. Staff of the Commission ("Staff") removed Sulja Ontario as a respondent on the same day.
4The hearing on the merits in this matter commenced on September 13, 2010. Vucicevich and Banumas were present. Shah attended on September 14, 2010. During the hearing on September 14, 2010, Vucicevich, Banumas and Shah advised that they did not contest Staff’s allegations. The proceeding related to those three respondents was severed and dealt with on September 14, 2010.
5The hearing resumed on September 24, 2010. Counsel for Steven Sulja and Sam Sulja advised the Panel that they wished to proceed in the same manner as Vucicevich, Banumas and Shah. The proceeding related to those two respondents (the "Non-Contesting Respondents") was severed and dealt with on September 24, 2010.
6In oral reasons, we made summary findings against the Non-Contesting Respondents with the understanding that more complete reasons would follow. These are those reasons.
2. Evidence
A. Modified Amended Statement of Allegations
7At the commencement of the hearing on September 13, 2010, Vucicevich and Banumas stated that they desired a timely