Order: In the Matter of TBS New Media Ltd., et al. - Ari Jonathan Firestone, TBS New Media Ltd., TBS New Media PLC, CNF Food Corp. and CNF Candy Corp.

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

- AND -

IN THE MATTER OF
TBS NEW MEDIA LTD., TBS NEW MEDIA PLC, CNF FOOD CORP., CNF CANDY
CORP., ARI JONATHAN FIRESTONE and MARK GREEN

- AND -

IN THE MATTER OF A SETTLEMENT AGREEMENT BETWEEN STAFF OF THE
ONTARIO SECURITIES COMMISSION AND ARI JONATHAN FIRESTONE, TBS NEW
MEDIA LTD., TBS NEW MEDIA PLC, CNF FOOD CORP. and CNF CANDY CORP.

ORDER
(Sections 37 and 127)



    WHEREAS on September 3, 2010, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 37, 127, and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), in respect of TBS New Media Inc., TBS New Media PLC (“TBS PLC”), CNF Food Corp. (“CNF Food”), CNF Candy Corp. (“CNF Candy”), Ari Jonathan Firestone (“Firestone”) and Mark Green;

    AND WHEREAS the Notice of Hearing dated September 3, 2010 was issued in connection with the allegations as set out in the Statement of Allegations of Staff of the Commission dated September 3, 2010;

    AND WHEREAS on September 9, 2010, an Amended Statement of Allegations was filed with the Commission which removed TBS New Media Inc. and added TBS New Media Ltd. (“TBS New Media”) as a respondent;

    AND WHEREAS a Further Amended Statement of Allegations was filed with the Commission on September 22, 2011.

    AND WHEREAS Firestone, TBS New Media, TBS PLC, CNF Food and CNF Candy (the “Respondents”) entered into a Settlement Agreement with Staff of the Commission dated September 22, 2011 and September 23, 2011 (the "Settlement Agreement") in which the Respondents agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing dated September 3, 2010, subject to the approval of the Commission;

    AND WHEREAS on September 23, 2011, the Commission issued a Notice of Hearing pursuant to sections 37 and 127 of the Act to announce that it proposed to hold a hearing to consider whether it is in the public interest to approve a settlement agreement entered into between Staff and the Respondents;

    AND WHEREAS the Commission reviewed the Settlement Agreement and heard submissions from the parties;

    AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

    IT IS HEREBY ORDERED THAT:

  1. the Settlement Agreement is approved;
  2. pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Firestone cease for a period of 10 years from the date of this Order;
  3. pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by any of TBS New Media, TBS PLC, CNF Candy and CNF Food cease permanently from the date of this Order;
  4. pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Firestone is prohibited for a period of 10 years from the date of this Order with the exception that Firestone is permitted to acquire shares in a “private company” as defined in section 1 of the Act;
  5. pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by any of TBS New Media, TBS PLC, CNF Candy and CNF Food is prohibited permanently from the date of this Order;
  6. pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Firestone for a period of 10 years from the date of this Order;
  7. pursuant to clause 6 of subsection 127(1) of the Act, Firestone is reprimanded;
  8. pursuant to clauses 8, 8.2, and 8.4 of subsection 127(1) of the Act, Firestone is prohibited for a period of 10 years from the date of this Order from becoming or acting as a director or officer of any reporting issuer, registrant, or investment fund manager or any issuer that engages in a distribution to the public;
  9. pursuant to clause 8.5 of subsection 127(1) of the Act, Firestone is prohibited for a period of 10 years from the date of this Order from becoming or acting as a registrant, as an investment fund manager or as a promoter;
  10. pursuant to clause 10 of subsection 127(1) of the Act, Firestone shall disgorge to the Commission the amount of $109,637.50 obtained as a result of his non-compliance with Ontario securities law, to be paid to or for the benefit of third parties designated by the Commission, pursuant to subsection 3.4(2)(b) of the Act;
  11. pursuant to clause 9 of subsection 127(1) of the Act, Firestone shall pay an administrative penalty in the amount of $25,000 for his failure to comply with Ontario securities law, to be paid to or for the benefit of third parties designated by the Commission, pursuant to subsection 3.4(2)(b) of the Act;
  12. pursuant to subsection 37(1) of the Act, Firestone is prohibited for a period of 15 years from the date of this Order from telephoning from within Ontario to any residence within or outside Ontario for the purpose of trading in any security or in any class of securities, apart from telephoning his own registered dealer; and
  13. Notwithstanding the provisions of this Order, once Firestone has fully satisfied the terms of sub-paragraphs (j) and (k) above, Firestone is permitted to trade for his own account, solely through a registered dealer or, as appropriate, a registered dealer in a foreign jurisdiction (which dealer must be given a copy of this Order) in (a) any "exchange-traded security" or "foreign exchange-traded security" within the meaning of National Instrument 21-101 provided that he does not own beneficially or exercise control or direction over more than 5 percent of the voting or equity securities of the issuer(s) of any such securities; or (b) any security issued by a mutual fund that is a reporting issuer; and provided that Firestone provides Staff with the particulars of the accounts in which such trading is to occur (as soon as practicable before any trading in such accounts occurs) including the name of the registered dealer through which the trading will occur and the account numbers, and Firestone shall instruct the registered dealer to provide copies of all trade confirmation notices with respect to trading in the accounts directly to Staff at the same time that such notices are provided to him.

    DATED AT TORONTO this 27th day of September, 2011.

 

 

" James E. A. Turner "
James E. A. Turner