Order: In the Matter of Irwin Boock et al.

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

- AND -

IN THE MATTER OF
IRWIN BOOCK, STANTON DEFREITAS, JASON WONG,
SAUDIA ALLIE, ALENA DUBINSKY, ALEX KHODJAIANTS
SELECT AMERICAN TRANSFER CO.,
LEASESMART, INC., ADVANCED GROWING SYSTEMS, INC.,
INTERNATIONAL ENERGY LTD., NUTRIONE CORPORATION,
POCKETOP CORPORATION, ASIA TELECOM LTD.,
PHARM CONTROL LTD., CAMBRIDGE RESOURCES CORPORATION,
COMPUSHARE TRANSFER CORPORATION,
FEDERATED PURCHASER, INC., TCC INDUSTRIES, INC., FIRST NATIONAL
ENTERTAINMENT CORPORATION, WGI HOLDINGS, INC.
and ENERBRITE TECHNOLOGIES GROUP

ORDER
(Sections 127 and 127.1 of the Act)

WHEREAS on October 6, 2008, 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 relation to a Statement of Allegations filed by Staff of the Commission on October 6, 2008 in respect of Irwin Boock, Stanton DeFreitas, Jason Wong, Saudia Allie, Alena Dubinsky, Alex Khodjaiants, Select American Transfer Co, Leasesmart, Inc., Advanced Growing Systems, Inc. International Energy Ltd., NutriOne Corporation, Pocketop Corporation, Asia Telecom Ltd., Pharm Control Ltd., Cambridge Resources Corporation, Compushare Transfer Corporation, Federated Purchaser, Inc., TCC Industries, Inc., First National Entertainment Corporaiton, WGI Holdings, Inc. Entertainment Corporation, WGI Holdings, Inc. and Enerbrite Technologies Groups;

AND WHEREAS the Commission conducted a hearing on the merits with respect to the allegations against Alena Dubinsky and Alexander Khodjaiants (the “Individual Respondents”) on August 7,8,9,10,13, 2012 and December 5, 2012 (the “Merits Hearing”);

AND WHEREAS on September 13, 2013, the Commission issued its reasons and decision on the merits in this matter (the “Merits Decision”);

AND WHEREAS the Commission determined that the Individual Respondents had not complied with Ontario securities law and had acted contrary to the public interest, as described in the Merits Decision;

AND WHEREAS on November 12, 2013, the Commission held a hearing with respect to the sanctions and costs to be imposed in this matter (the “Sanctions and Costs Hearing”);

AND WHEREAS on January 14, 2014, the Commission released its Reasons and Decision on Sanctions and Costs in this matter;

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

IT IS HEREBY ORDERED that:

            (a) Against Leasemart, Inc., Advanced Growing Systems, Inc., The Bighub.Com, Inc., International Energy Ltd., Pocketop Corporation, Asia Telecom Ltd., Pharm Control Ltd. Universal Seismic Associates Inc., Select American, and Cambridge Resources (collectively, the “Corporate Respondents”) I order:

                    i.     pursuant to clause 2 of section 127(1) of the Act that all trading in the securities of the Corporate Respondents, whether direct or indirect, cease permanently;

                    ii.     pursuant to clause 2.1 of section 127(1) of the Act that all acquisitions of the securities of the Corporate Respondents, whether direct or indirect, is prohibited permanently, and

                    iii.    pursuant to clause 3 of section 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to the Corporate Respondents permanently.

            (b) against Individual Respondents I order:

                    i.     pursuant to clause 2 of section 127(1) of the Act that trading in any securities by each of Khodjaiants and Dubinsky cease for a period of 15 years;

                    i.     pursuant to clause 2.1 of section 127(1) of the Act that the acquisition of any securities by each of Khodjaiants and Dubinsky is prohibited for a period of 15 years;

                    ii.     pursuant to clause 3 of section 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to each of Khodjaiants and Dubinsky for a period of 15 years;

                    iii.    pursuant to clause 6 of subsection 127(1) of the Act reprimanding each of Khodjaiants and Dubinsky;

                    iv.    pursuant to clause 9 of section 127(1) of the Act requiring Khodjaiants to pay an administrative penalty of $100,000, and Dubinsky to pay an administrative penalty of $75,000, which shall be designated for the allocation or use by the Commission in accordance with subsections 3.4(2)(b)(i) or (ii) of the Act;

                    v.     pursuant to clause 10 of subsection 127(1) of the Act that Khodjaiants and Dubinsky disgorge to the Commission the sum of $46,218.91 CAD in HSBC Cash Account 6Y-D17J-A and the sum of $1,016,518.79 USD in HSBC Cash Account 6Y-D 17J-B, for which they will be jointly and severally liable; which shall be designated for the allocation or use by the Commission in accordance with subsections 3.4(2)(b)(i) or (ii) of the Act;

                    vi.     pursuant to clause 10 of section 127.1 of the Act that Khodjaiants and Dubinsky disgorge to the Commission the sum of $12,267.66 USD, for which they will be jointly and severally liable, which shall be designated for the allocation or use by the Commission in accordance with subsections 3.4(2)(b)(i) or (ii) of the Act;

                    vii.     pursuant to section 127.1 of the Act requiring each of Khodjaiants and Dubinsky to pay $263,708.53 on account of the costs incurred in this matter, for which they shall be jointly and severally liable; and

                    viii.    In the event that any of the payments set out in paragraphs (e), (f) and (g) are not made in full, the provisions of paragraphs (a), (b) and (c) shall continue in force until such payments are made in full without any limitation as to time period.

DATED at Toronto on this 14day of January, 2014.