Order: In the Matter of Irwin Boock et al. - Jason Wong

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
IRWIN BOOCK, STANTON DEFREITAS, JASON WONG,
SAUDIA ALLIE, ALENA DUBINSKY, ALEX KHODJIAINTS
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

IN THE MATTER OF A SETTLEMENT AGREEMENT BETWEEN STAFF OF THE
ONTARIO SECURITIES COMMISSION AND JASON WONG

ORDER
(Subsection 127(1) and Section 127.1)



    WHEREAS by Amended Notice of Hearing dated January 5, 2012, the Ontario Securities Commission (the “Commission”) announced that it proposed to hold a hearing, pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”), to consider whether it is in the public interest to make orders, as specified therein, against Irwin Boock (“Boock”), Stanton DeFreitas (“DeFreitas”), Jason Wong (“Wong”), Saudia Allie (“Allie”), Alena Dubinsky (“Dubinsky”), Alex Khodjiaints (“Khodjiaints”), Select American Transfer Co., (“Select American”), LeaseSmart, Inc. (“LeaseSmart”); Advanced Growing Systems, Inc. (formerly, The Bighub.com, Inc.) (“Bighub”); NutriOne Corporation (“NutriOne”); International Energy Ltd. (“International Energy”); Pocketop Corporation (formerly, Universal Seismic, Inc.) (“Pocketop”); Asia Telecom Ltd. (“Asia Telecom”); Pharm Control Ltd. (“Pharm Control”); Cambridge Resources Corporation (“Cambridge Resources”); Compushare Transfer Corporation (“Compushare”); WGI Holdings, Inc. (“WGI Holdings”); Federated Purchaser, Inc. (“Federated Purchaser”); First National Entertainment Corporation (“First National”); TCC Industries, Inc. (“TCC Industries”); and Enerbrite Technologies Group Inc. (“Enerbrite”);

    AND WHEREAS the Amended Notice of Hearing was issued in connection with the allegations as set out in the Amended Statement of Allegations of Staff of the Commission (“Staff”) dated January 4, 2012;

    AND WHEREAS Wong entered into a settlement agreement with Staff dated January 30, 2012 (the "Settlement Agreement") in which Wong agreed to a proposed settlement of the proceeding commenced by the Amended Notice of Hearing dated January 5, 2012, subject to the approval of the Commission;

    WHEREAS on January 30, 2012, the Commission issued a Notice of Hearing pursuant to sections 127 and 127.1 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 Wong;

    AND UPON reviewing the Settlement Agreement, the Amended Notice of Hearing, and the Amended Statement of Allegations of Staff, and upon hearing submissions from counsel for Wong and from Staff;

    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 Wong cease for a period of twelve (12) years from the date of the approval of the Settlement Agreement;
  3. pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Wong is prohibited for a period of twelve (12) years from the date of the approval of the Settlement Agreement;
  4. pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Wong for a period of twelve (12) years from the date of the approval of the Settlement Agreement;
  5. pursuant to clause 6 of subsection 127(1) of the Act, Wong is reprimanded;
  6. pursuant to clauses 8, 8.2, and 8.4 of subsection 127(1) of the Act, Wong is prohibited for a period of twelve (12) years from the date of the approval of the Settlement Agreement from becoming or acting as a director or officer of any issuer, registrant, or investment fund manager, with the exception that Wong is permitted to continue to act as a director and officer of Online Database Solutions Inc., through which he carries on business, so long as he remains the sole holder of securities of the corporation;
  7. pursuant to clause 8.5 of subsection 127(1) of the Act, Wong is prohibited for a period of twelve (12) years from the date of the approval of the Settlement Agreement from becoming or acting as a registrant, as an investment fund manager or as a promoter;
  8. pursuant to clause 9 of subsection 127(1) of the Act, Wong shall pay an administrative penalty in the amount of $35,000 for his failure to comply with Ontario securities law;
  9. pursuant to clause 10 of subsection 127(1), Wong shall disgorge to the Commission $39,700 obtained as a result of his non-compliance with Ontario securities law;
  10. pursuant to section 127.1 of the Act, Wong shall pay to the Commission costs of $20,000;
  11. after the payments set out in paragraphs (h), (i) and (j) are made in full, as an exception to the provisions of paragraphs (b), (c) and (d), Wong is permitted to trade in or acquire securities in his personal registered retirement savings plan (“RRSP”) accounts and/or tax-free savings accounts (“TFSA”) and/or for any registered education savings plan (“RESP”) accounts for which he is the or a sponsor;
  12. the payments ordered in paragraphs (h) and (i) shall be for allocation to or for the benefit of third parties other than Wong, including investors in LeaseSmart, Inc., International Energy Ltd., Pocketop Corporation (formerly, Universal Seismic, Inc.), Asia Telecom Ltd., NutriOne Corporation, and Advanced Growing Systems, Inc. (formerly, The BigHub.com, Inc.), in accordance with subsection 3.4(2)(b) of the Act; and
  13. until the entire amount of the payments set out in paragraphs (h), (i) and (j) are paid in full, the provisions of paragraphs (b), (c) and (d) shall continue in force without any limitation as to time period.

    DATED at Toronto this 31st day of January, 2012.

 

" C. Portner "