Order: In the Matter of Irwin Boock et al. - Stanton Defreitas
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
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IN THE MATTER OF A SETTLEMENT AGREEMENT BETWEEN STAFF OF THE
ONTARIO SECURITIES COMMISSION AND STANTON DEFREITAS
ORDER
(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”). 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 DeFreitas entered into a settlement agreement with Staff dated January 18, 2012 (the "Settlement Agreement") in which DeFreitas 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 18, 2012, the Commission issued a Notice of Hearing pursuant to section 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 DeFreitas;
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 DeFreitas 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:
- the Settlement Agreement is approved;
- pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by DeFreitas cease for a period of fifteen (15) years from the date of the approval of the Settlement Agreement;
- pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by DeFreitas is prohibited for a period of fifteen (15) years from the date of the approval of the Settlement Agreement;
- pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to DeFreitas for a period of fifteen (15) years from the date of the approval of the Settlement Agreement;
- pursuant to clause 6 of subsection 127(1) of the Act, DeFreitas is reprimanded;
- pursuant to clauses 8, 8.2, and 8.4 of subsection 127(1) of the Act, DeFreitas is prohibited for a period of fifteen (15) 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;
- pursuant to clause 8.5 of subsection 127(1) of the Act, DeFreitas is prohibited for a period of fifteen (15) 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;
- pursuant to clause 9 of subsection 127(1) of the Act, DeFreitas shall pay an administrative penalty in the amount of $70,000 for his failure to comply with Ontario securities law;
- pursuant to clause 10 of subsection 127(1), DeFreitas shall disgorge to the Commission $70,000 obtained as a result of his non-compliance with Ontario securities law;
- In regard to the payments ordered above, DeFreitas shall make a payment of $100,000 when the Commission approves this Settlement Agreement. DeFreitas further shall pay at least $4,000 during each successive six (6) month period following the date of approval of the Settlement Agreement until the entire amount ordered above in paragraphs (h) and (i) is paid in full;
- After the payments set out in paragraphs (h) and (i) are made in full, as an exception to the provisions of paragraphs (b), (c) and (d), DeFreitas 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;
- The payments ordered in paragraphs (h) and (i) shall be for allocation to or for the benefit of third parties other than DeFreitas, including investors who lost money as a result of investing in LeaseSmart, Inc., Advanced Growing Systems, Inc. (formerly, The Bighub.com, Inc.), NutriOne Corporation, International Energy Ltd., Pocketop Corporation (formerly, Universal Seismic, Inc.), Asia Telecom Ltd., Pharm Control Ltd. and Cambridge Resources Corporation, in accordance with subsection 3.4(2)(b) of the Act; and
- Until the entire amount of the payments set out in paragraphs (h) and (i) is 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 “20th” day of January, 2012.