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
Sections 127(1) & 127(5)

WHEREAS Staff of the Commission (“Staff”) requested 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 “Temporary Order”);

AND WHEREAS pursuant to sections 127(1) and 127(5) of the Act, a hearing was scheduled for April 13, 2006 at 10:00 a.m. (the “Hearing”) to consider Staff’s request for the Temporary Order;

AND WHEREAS Staff have served Limelight, Da Silva and Campbell with the Notice of Hearing and Statement of Allegations of Staff 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 it appears to the Commission that:

1. Limelight is an Ontario corporation with offices in Toronto;

2. Da Silva is the president and a director of Limelight;

3. Campbell is the vice-president and a director of Limelight;

4. Jacob Moore (“Moore”) is or was employed by Limelight in the role of a salesperson;

5. None of Limelight, Da Silva, Campbell or Moore is registered with the Commission to trade in securities;

6. Securities of Limelight have been sold to members of the public by officers, directors, employees and/or agents of Limelight purportedly in reliance upon the prospectus and registration exemptions in OSC Rule 45-501 (now National Instrument 45-106);

7. Staff are conducting an investigation into: (i) the trading of Limelight securities; (ii) whether Limelight failed to file or filed misleading reports of exempt distributions with the Commission; (iii) whether prohibited representations were made to investors; and (iv) whether Da Silva and Limelight misled Staff; and

8. No prospectus receipt has been issued for the Limelight securities as required by section 53 of the Act;

AND WHEREAS on April 13, 2006, the Commission issued the Temporary Order and ordered that the 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 have 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 have not yet served Moore or Joseph Daniels (“Daniels”);

AND WHEREAS Staff have requested that the Commission make a 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 for a period of 15 days;

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 section 127(5) of the Act;

AND WHEREAS counsel for Limelight, Da Silva and Campbell has advised that his clients do not oppose the extension of the Temporary Order and the adjournment of the Hearing to May 11, 2006;

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

IT IS ORDERED pursuant to section 127(7) that the Temporary Order is extended to May 11, 2006;

IT IS FURTHER ORDERED pursuant to section 127(5) and clause 2 of section 127(1) of the Act that Daniels cease trading in all securities;

IT IS FURTHER ORDERED pursuant to section 127(5) and clause 3 of section 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to Daniels;

IT IS FURTHER ORDERED pursuant to section 127(6) of the Act, that the temporary order against Daniels shall take effect immediately and shall expire on the 15th day after its making unless extended by order of the Commission; and

IT IS FURTHER ORDERED that the Hearing is adjourned to Thursday, May 11, 2006 at 11:00 a.m. or such other date as may be arranged by the Secretary’s Office.