Statement of Allegations: In The Matter of James T. Riley

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

Staff of the Ontario Securities Commission ("Staff") make the followingallegations:

BACKGROUND

1. James T. Riley ("Riley") is an individual who resides in Toronto, Ontario. Riley isa barrister and solicitor licensed to practise in the province of Ontario.

2. Riley became a director and the president and secretary of Telecom CapitalCorporation on April 22, 1987. Pursuant to Articles of Amendment dated July20, 1990, Telecom Capital Corporation changed its name to York Bay CapitalCorporation.

3. Pursuant to Articles of Amendment dated January 22, 1997, York Bay CapitalCorporation changed its name to York Bay Capital Group Inc. The corporationwill hereinafter be referred to as "York Bay".

4. The records of the Ministry of Consumer and Commercial Relations indicate thatRiley was a director and the president and secretary of York Bay from April 22,1987 to date.

5. York Bay is a corporation incorporated pursuant to the laws of Ontario. At allmaterial times York Bay was a reporting issuer as defined by the Securities Act,R.S.O. 1990, c. S.5, as amended (the "Act").

TRADES

6. From May 25, 1993 to January 13, 1997, Riley's ownership of York Bay shareschanged pursuant to 131 separate purchase or sale transactions.

7. For 111 of the purchase or sale transactions in which Riley's ownership of YorkBay shares changed, he did not file with the Ontario Securities Commission (the"Commission") the reports required by section 107(2) of the Act.

CONDUCT CONTRARY TO THE PUBLIC INTEREST

8. The conduct of Riley was contrary to the public interest in that he, as an insiderof a reporting issuer, consistently and repeatedly failed to file reports of hischange of ownership of York Bay shares as required by Ontario securities law.

9. Such other allegations as Staff may make and the Commission may permit.

DATED at Toronto this 12th day of April, 1999.