Order: In the Matter of Limelight Entertainment Inc. et al.

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

- AND -

IN THE MATTER OF

LIMELIGHT ENTERTAINMENT INC., CARLOS A. DA SILVA,
DAVID C. CAMPBELL, JACOB MOORE AND JOSEPH DANIELS

ORDER

WHEREAS Staff of the Commission (“Staff”) requested at a hearing (the “Hearing”) on April 13, 2006 that the Ontario Securities Commission (the “Commission”) make a temporary order pursuant to section 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) that: (i) all trading cease in the securities of Limelight Entertainment Inc. (“Limelight”); (ii) each of Limelight, Carlos Da Silva (“Da Silva”), David C. Campbell (“Campbell”) and Jacob Moore (“Moore”) cease trading in all securities; and (iii) any exemptions contained in Ontario securities law do not apply to Limelight, Da Silva, Campbell and Moore (the “First Temporary Order”);

AND WHEREAS Staff served Limelight, Da Silva and Campbell with the Notice of Hearing and Statement of Allegations dated April 7, 2006 and with the Affidavit of Larry Masci sworn April 7, 2006, the Affidavit of Tim Barrett sworn April 10, 2006 and the Affidavit of Joseph De Sommer sworn April 11, 2006 as evidenced by the affidavits of service filed as exhibits;

AND WHEREAS on April 13, 2006, the Commission issued the First Temporary Order and ordered that the First Temporary Order shall expire on the 15 th day after its making unless extended by order of the Commission and adjourned the Hearing to April 26, 2006;

AND WHEREAS Staff served counsel for Limelight, Da Silva and Campbell with the Amended Notice of Hearing dated April 25, 2006, the Amended Statement of Allegations of Staff dated April 25, 2006 and the Affidavit of Larry Masci sworn April 25, 2006 but were unable to serve Moore or Joseph Daniels (“Daniels”); 

AND WHEREAS Staff requested, at the Hearing on April 26, 2006, that the Commission make a second temporary order pursuant to section 127(5) of the Act that: (i) Daniels cease trading in all securities; and (ii) any exemptions contained in Ontario securities laws do not apply to Daniels (the “Second Temporary Order”);

AND WHEREAS on April 26, 2006, the Commission extended the First Temporary Order to May 11, 2006, issued the Second Temporary Order and ordered that the Second Temporary Order expires on the 15 th day after its making unless extended by Order of the Commission and adjourned the Hearing to May 11, 2006;

AND WHEREAS on May 11, 2006, the Commission: (1) extended the First Temporary Order and the Second Temporary Order to September 13, 2006; (2) adjourned the Hearing to September 13, 2006; (3) ordered that Moore and Daniels could be served with documents in this proceeding by serving Limelight, Da Silva or Campbell; and (4) ordered Limelight to provide notice to all shareholders of this ongoing proceeding;

AND WHEREAS Staff served Campbell on behalf of Moore and Daniels with the Amended Notice of Hearing and the Amended Statement of Allegations dated April 25, 2006, the Temporary Order dated April 13, 2006, the Commission Order dated April 26, 2006 and the Commission Order dated May 11, 2006 as evidenced by the affidavit of Larry Masci sworn September 11, 2006;

AND WHEREAS Staff provided disclosure to counsel for Limelight, Da Silva and Campbell on September 11, 2006, and additional disclosure on April 2 and 27, 2007;

AND WHEREAS counsel for Limelight, Da Silva and Campbell consented to Hearing dates on May 7, 8, 9, 10 and 11, 2007;

AND WHEREAS on October 30, 2007, the Commission ordered: (1) the extension of the First and Second Temporary Orders until the conclusion of the Hearing; and (2) the Hearing to start on May 7, 2007 at 10:00 a.m. and continue on May 8, 9, 10 and 11, 2007;

AND WHEREAS Staff only recently located Jacob Moore and served Jacob Moore on April 27, 2007 with the Amended Notice of Hearing and the Amended Statement of Allegations dated April 25, 2006;

AND WHEREAS on April 27, 2007, Staff served counsel for Limelight, Da Silva and Campbell with Staff's Hearing Briefs, Staff's witness list and Staff's binder of witness statements and affidavits and served Jacob Moore with these documents on May 1, 2007;

AND WHEREAS on May 1, 2007, Staff requested a pre-hearing conference which was scheduled for May 2, 2007 to discuss the Hearing;

AND WHEREAS at a pre-hearing conference on May 2, 2007, Jacob Moore advised that: (1) he was unaware of these proceedings until served with the Amended Notice of Hearing and Amended Statement of Allegations on April 27, 2007; (2) he requires additional time to review the documents which he has received; and (3) he wishes to speak to counsel concerning this matter;

AND WHEREAS Jacob Moore was advised during the pre-hearing conference that he should seek the advice of a lawyer as soon as possible;

AND WHEREAS counsel for Limelight, Da Silva, and Campbell has advised that he intends to bring a motion to remove himself as counsel of record;

AND WHEREAS counsel for Limelight, Da Silva and Campbell has advised that he has reviewed Staff's Hearing Briefs and Limelight, Da Silva and Campbell will admit the truth of the Limelight shareholder register, the bank statements including cheque deposits and withdrawals and the American Express documents for the purpose of the Hearing;

AND WHEREAS the parties have agreed to attend a second pre-hearing conference at 9:30 a.m. on Wednesday, May 23, 2007 for the purpose of scheduling new hearing dates;

IT IS ORDERED that the Hearing scheduled to commence on May 7, 2007 is adjourned; and

IT IS FURTHER ORDERED the parties will attend a second pre-trial conference on May 23, 2007 at 9:30 a.m. or at such other time as arranged by the Office of the Secretary.

DATED at Toronto this 4 th day of May, 2007.