Order: In the Matter of Kolt Curry et al.

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

- AND -

IN THE MATTER OF
KOLT CURRY, LAURA MATEYAK,
AMERICAN HERITAGE STOCK TRANSFER INC., and
AMERICAN HERITAGE STOCK TRANSFER, INC.

ORDER
(Sections 37, 127 and 127.1 of the Securities Act)

WHEREAS on January 27, 2012, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing, pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), in connection with a Statement of Allegations filed by Staff of the Commission (“Staff”) on January 27, 2012, to consider whether it is in the public interest to make certain orders against Sandy Winick (“Winick”), Andrea Lee McCarthy (“McCarthy”), Kolt Curry, Laura Mateyak (“Mateyak”), Gregory J. Curry (“Greg Curry”), American Heritage Stock Transfer Inc. (“AHST Ontario”), American Heritage Stock Transfer, Inc. (“AHST Nevada”), BFM Industries Inc. (“BFM”), Liquid Gold International Corp. (aka Liquid Gold International Inc.) (“Liquid Gold”), and Nanotech Industries Inc. (“Nanotech”);

AND WHEREAS on April 1, 2011, the Commission issued a temporary cease trade order, pursuant to subsections 127(1) and 127(5) of the Act, that all trading in securities of BFM, AHST Ontario, AHST Nevada and Denver Gardner Inc. cease and that all trading by Kolt Curry, Mateyak, AHST Ontario, AHST Nevada, McCarthy, Winick and Denver Gardner Inc. cease (the “Temporary Order”);

AND WHEREAS the Temporary Order, as amended, was extended from time to time and, on March 23, 2012, was extended until the conclusion of the hearing on the merits;

AND WHEREAS on March 23, 2012, the Commission ordered that the hearing on the merits in this matter shall commence on November 12, 2012, and continue until November 21, 2012, except that the hearing will not sit on November 20, 2012;

AND WHEREAS on October 17, 2012, the Commission ordered, pursuant to Rule 11.5 of the Commission’s Rules of Procedure (2012), 35 O.S.C.B. 10071 (the “ Rules of Procedure”), that the hearing on the merits shall proceed as a written hearing (the “Written Hearing”);

AND WHEREAS on November 2, 2012, Staff filed an Amended Statement of Allegations and the Commission issued an Amended Notice of Hearing;

AND WHEREAS on November 30, 2012, Staff filed evidentiary briefs in the form of affidavits, as well as written submissions on the relevant facts and law;

AND WHEREAS on January 21, 2013, on consent of Staff and counsel for McCarthy, BFM and Liquid Gold (the “McCarthy Respondents”), the Commission granted an application to sever the matter, as against the McCarthy Respondents and adjourned that matter to a date to be fixed by the Office of the Secretary of the Commission in consultation with counsel;

AND WHEREAS on April 12, 2013, the Commission ordered, on consent, that the Written Hearing be converted back to an oral hearing on the merits to be heard on May 15 and 16, 2013, pursuant to Rule 11.5 of the Rules of Procedure;

AND WHEREAS on May 15, 2013, Staff appeared and counsel for Kolt Curry, Mateyak and AHST Ontario appeared and advised the Panel that an Agreed Statement of Facts (the “Agreed Facts”) had been reached for Kolt Curry, Mateyak, AHST Ontario and AHST Nevada (the “Respondents”);

AND WHEREAS on May 15, 2013, Staff, counsel for Kolt Curry, Mateyak and AHST Ontario jointly requested that the evidence on the hearing on the merits scheduled for May 15 and 16, 2013, as against the Respondents, consist of the Agreed Facts as filed, and that the hearing on the merits as it relates to the Respondents be severed from the remaining respondents;

AND WHEREAS on May 16, 2013, after reading the Agreed Facts, the Commission found that the Respondents had not complied with Ontario securities law and had acted contrary to the public interest, and ordered:

    1.     that the hearing as against the Respondents is severed from the main proceeding in this matter; and

    2.     that a Sanctions Hearing for the Respondents shall take place on August 27, 2013 at 2:30 p.m.;

AND WHEREAS on August 7, 2013, the Commission issued its Reasons and Decision with respect to the hearing on the merits of Winick and Greg Curry;

AND WHEREAS on August 26, 2013, the Commission ordered that that the sanctions and costs hearing in this matter shall take place on September 12, 2013 at 10:00 a.m.;

AND WHEREAS counsel for the Respondents filed a motion, pursuant to Rules 3 and 9 of the Rules of Procedure, to adjourn the sanctions hearing scheduled for September 12, 2013 (the “Adjournment Motion”);

AND WHEREAS on September 12, 2013, the Commission ordered that:

    1.     pursuant to Rules 3 and 9 of the Rules of Procedure, the sanctions and costs hearing in this matter be adjourned and shall take place on October 10, 2013 at 11:00 a.m.; and

    2.     on consent of the parties, Staff may file an Amended Notice of Hearing including a request for an order under section 37 of the Act;

AND WHEREAS on September 26, 2013, the Commission issued a Notice of Hearing With Respect To Sanctions, which included a request for an order under section 37 of the Act;

AND WHEREAS the Commission held a hearing with respect to the sanctions and costs to be imposed on the Respondents on October 10, 2013;

AND WHEREAS on December 20, 2013, the Commission released its Reasons and Decision on Sanctions and Costs with respect to the Respondents;

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.     pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Kolt Curry, AHST Ontario and AHST Nevada shall cease permanently;

    2.     pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Mateyak shall cease for a period of five years;

    3.     pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Kolt Curry, AHST Ontario and AHST Nevada shall be prohibited permanently;

    4.     pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Mateyak shall be prohibited for a period of five years;

    5.     pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law shall not apply to Kolt Curry, AHST Ontario and AHST Nevada permanently;

    6.     pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law shall not apply to Mateyak for a period of five years;

    7.     pursuant to clause 6 of subsection 127(1) of the Act, Kolt Curry and Mateyak are reprimanded;

    8.     pursuant to clause 7 of subsection 127(1) of the Act, Kolt Curry and Mateyak shall resign any position that they hold as a director or officer of an issuer;

    9.     pursuant to clause 8 of subsection 127(1) of the Act, Kolt Curry shall be prohibited permanently from becoming or acting as a director or officer of any issuer;

    10.   pursuant to clause 8 of subsection 127(1) of the Act, Mateyak shall be prohibited for a period of five years from becoming or acting as a director or officer of any issuer;

    11.   pursuant to clause 8.5 of subsection 127(1) of the Act, Kolt Curry shall be prohibited permanently from becoming or acting as a registrant, as an investment fund manager or as a promoter;

    12.   pursuant to clause 8.5 of subsection 127(1) of the Act, Mateyak shall be prohibited for a period of five years from becoming or acting as a registrant, investment fund manager or as a promoter;

    13.   pursuant to clause 9 of subsection 127(1) of the Act, Kolt Curry, AHST Ontario and AHST Nevada shall pay, on a joint and several basis, an administrative penalty of $100,000 for their non-compliance with Ontario securities law, to be designated for allocation or for use by the Commission, pursuant to subsection 3.4(2)(b) of the Act;

    14.   pursuant to clause 9 of subsection 127(1) of the Act, Mateyak shall pay an administrative penalty of $2,500 for her non-compliance with Ontario securities law, to be designated for allocation or for use by the Commission, pursuant to subsection 3.4(2)(b) of the Act;

    15.   pursuant to subsection 127.1 of the Act, Kolt Curry, AHST Ontario and AHST Nevada shall pay, on a joint and several basis, $60,000 for the costs incurred in the hearing of this matter;

    16.   pursuant to subsection 37(1) of the Act, Kolt Curry shall be prohibited permanently from telephoning from a location in Ontario to any residence located in or out of Ontario for the purpose of trading in any security or in any class of securities; and

    17.   pursuant to subsection 37(1) of the Act, Mateyak shall be prohibited for a period of five years from telephoning from a location in Ontario to any residence located in or out of Ontario for the purpose of trading in any security or in any class of securities.

DATED at Toronto this 20^th day of December, 2013.