Order: In the Matter of Future Solar Developments Inc. et al.

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

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FUTURE SOLAR DEVELOPMENTS INC.,
CENITH ENERGY CORPORATION, CENITH AIR INC.,
ANGEL IMMIGRATION INC. and XUNDONG QIN also known as SAM QIN

TEMPORARY ORDER
(Subsections 127(1) and 127(5) of the Securities Act)

 

 

 

 

 

WHEREAS it appears to the Ontario Securities Commission (the “Commission”) that:

  1. Future Solar Developments Inc. (“FSD”) is an Ontario corporation with a registered address in Scarborough, Ontario;

  2. Cenith Energy Corporation (“Cenith Energy”) is an Ontario corporation with a registered address in Scarborough, Ontario;

  3. Cenith Air Inc. (“Cenith Air”) is an Ontario corporation with a registered address in Scarborough, Ontario;

  4. Angel Immigration Inc. (“Angel Immigration”) is an Ontario corporation with a registered address in Scarborough, Ontario;

  5. Xundong Qin (also known as Sam Qin) (“Qin”) is an Ontario resident and is a director and the directing mind of FSD, Cenith Energy, Cenith Air, and Angel Immigration;

  6. FSD, Cenith Energy, Cenith Air, Angel Immigration (collectively, the “Corporate Respondents”) and Qin (together with the Corporate Respondents, the “Respondents”) may have engaged in or held themselves out as engaging in the business of trading in securities without being registered in accordance with Ontario securities and without an exemption from the registration requirements contrary to subsection 25(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”);

  7. None of the Respondents are registered in accordance with Ontario securities law as a dealer or are exempt under Ontario securities law from the requirement to comply with subsection 25(1) of the Act;

  8. The Respondents may have traded securities that were a distribution without a prospectus having been filed with the Director and without an exemption from the prospectus requirement contrary to subsection 53(1) of the Act;

  9. None of the Corporate Respondents are reporting issuers and FSD has not filed a preliminary prospectus or a prospectus and the Director has not issued a receipt in respect of this company;

  10. Qin may have authorized, permitted or acquiesced in the noncompliance with the Act by the Corporate Respondents contrary to section 129.2 of the Act;

  11. Staff are conducting an investigation into the conduct described above;


    12.  

AND WHEREAS the Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest as set out in subsection 127(5) of the Act;

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

AND WHEREAS by Authorization Order made October 21, 2014, pursuant to subsection 3.5(3) of the Act, any one of Howard I. Wetston, James E.A. Turner, Monica Kowal, James D. Carnwath, Mary G. Condon, Edward P. Kerwin, Alan J. Lenczner and Christopher Portner, acting alone, is authorized to make orders under section 127 of the Act;

IT IS ORDERED, pursuant to paragraph 2 of subsection 127(1) of the Act, that all trading in the securities of FSD shall cease;

IT IS FURTHER ORDERED pursuant to paragraph 2 of subsection 127(1) of the Act, that the Respondents cease trading in all securities; and

IT IS FURTHER ORDERED pursuant to paragraph 3 of subsection 127(1) of the Act, that any exemptions contained in Ontario securities law do not apply to any of the Respondents; and

IT IS FURTHER ORDERED that pursuant to subsection 127(6) of the Act, this Order shall take effect immediately and shall expire on the 15th day after its making unless extended by Order of the Commission.

DATED at Toronto this 17th day of February 2015.

 

 

"James Turner "