Temporary Order: In the Matter of New Hudson Television Corporation et al.

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

- AND -

NEW HUDSON TELEVISION CORPORATION,
NEW HUDSON TELEVISION L.L.C. & JAMES DMITRY SALGANOV

TEMPORARY ORDER
Sections 127(1) & 127(5)

 

 

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

 

 

  1. New Hudson Television Corporation. (“NHTV Corp.”) was incorporated in Ontario on April 14, 2003;
  2. A related company called New Hudson Television LLC (“NHTV LLC”) was registered in the state of Wyoming on December 30, 2010;
  3. James Dmitry Salganov (“Salganov”) is the “Founder and Chairman of the Board” of NHTV LLC;
  4. NHTV Corp. and NHTV LLC (collectively the “New Hudson Companies”) are not registered with the Commission in any capacity, nor are they listed on any public exchange;
  5. Salganov has not been registered with the Commission since November 1999;
  6. Between approximately September 2003 to December 2006, NHTV Corp. raised approximately $3.5 million from the sale of its securities (the “New Hudson Securities”) to over 400 investors, the majority of whom lived in Ontario;
  7. New Hudson Securities were distributed in a private placement in which representatives of NHTV Corp. purported to rely on the “accredited investor” exemption at that time, pursuant to section 2.3 of Commission Rule 45-501;
  8. Numerous individuals who purchased New Hudson Securities did not qualify as “accredited investors” as defined in section 2.3 of Commission Rule 45-501;
  9. A preliminary prospectus or a prospectus have never been filed for New Hudson Securities and the Director has not issued a receipt in respect of New Hudson Securities;
  10. NHTV LLC has not received the permission of the Director to make any representations that NHTV LLC would be listed on a stock exchange;
  11. Investors, including those in Ontario, who purchased New Hudson Securities (the “New Hudson Investors”) have received telephone calls asking them to convert their New Hudson Securities into securities of NHTV LLC (the “NHTV LLC Securities”) and/or purchase the NHTV LLC Securities;
  12. Some New Hudson Investors were told that NHTV LLC was going public and the share price was expected to reach $55-$60 in 18-24 months;
  13. Staff are conducting an investigation into the trading of New Hudson Securities and NHTV LLC Securities, and it appears that New Hudson Companies and their representatives, may have engaged in the following conduct:
    1. trading in New Hudson Securities and NHTV LLC Securities without proper registration or appropriate exemption from the registration requirements under the Act, contrary to section 25 of the Act;
    2. with the intention of effecting a trade in NHTV LLC Securities, making prohibited undertakings relating to the future value or price of NHTV LLC Securities contrary to section 38(2) of the Act;
    3. with the intention of effecting a trade in NHTV LLC Securities, making prohibited representations that NHTV LLC Securities would be listed on a stock exchange, contrary to section 38(3) of the Act; and
    4. trading in the New Hudson Securities and NHTV LLC Securities without a preliminary prospectus or a prospectus having been filed and receipts having been issued for them by the Director, contrary to section 53(1) of the Act

    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 s. 127(5) of the Act;

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

    IT IS ORDERED pursuant to clause 2 of subsection 127(1) of the Act that all trading in New Hudson Securities and NHTV LLC Securities shall cease;

    IT IS FURTHER ORDERED pursuant to clause 2 of subsection 127(1) of the Act that NHTV Corp. and NHTV LLC and their representatives, cease trading in all securities;

    IT IS FURTHER ORDERED pursuant to clause 2 of subsection 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to NHTV Corp. and NHTV LLC; and

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

 

    Dated at Toronto this 8th day of June, 2011

 

" H. Wetston "