Order: In the Matter of Systematech Solutions Inc. et al.

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

- AND -

IN THE MATTER OF
SYSTEMATECH SOLUTIONS INC., APRIL VUONG AND HAO QUACH

ORDER

WHEREAS on December 13, 2012, the Ontario Securities Commission (the “Commission”) issued an Amended Notice of Hearing pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) in relation to the Statement of Allegations filed by Staff of the Commission (“Staff”) on October 31, 2012 with respect to Systematech Solutions Inc. (“Systematech”), April Vuong (“Vuong”) and Hao Quach (“Quach”) (collectively, the “Respondents”);

AND WHEREAS the Respondents entered into a Settlement Agreement dated November 11, 2013, (the “Settlement Agreement”) in relation to certain of the matters set out in the Statement of Allegations;

AND WHEREAS the Commission issued a Notice of Hearing dated November 12, 2013, setting out that it proposed to consider the Settlement Agreement;

AND UPON reviewing the Settlement Agreement, the Notice of Hearing, the Statement of Allegations, and upon considering submissions from the Respondents’ counsel and from Staff of the Commission;

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

IT IS HEREBY ORDERED THAT:

    (a)     the Settlement Agreement is approved;

    (b)     pursuant to clause 2 and 2.1 of subsection 127(1) of the Act, the acquisition of and trading in any securities shall cease for a period of 15 years for Systematech and Vuong and for a period of 10 years for Quach;

    (c)     pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law shall not apply for a period of 15 years for Systematech and Vuong and for a period of 10 years for Quach;

    (d)     pursuant to clauses 7, 8.1 and 8.3 of subsection 127(1) of the Act, Vuong and Quach shall immediately resign from any position that she and/or he holds as a director or officer of any issuer, registrant or investment fund manager with the exception that Vuong and Quach are permitted to continue to act as a director or officer of Vectorspace Game Studios Inc. (“Vectorspace”);

    (e)     pursuant to clauses 8, 8.2 and 8.4 of subsection 127(1) of the Act, Vuong shall be prohibited for a period of 15 years and Quach shall be prohibited for a period of 10 years, from becoming or acting as a director or officer of any issuer, registrant or investment fund manager with the exception that Vuong and Quach are permitted to continue to act as directors and officers of Vectorspace so long as Vuong and Quach are the only holders of securities of Vectorspace and are its only officers and directors;

    (f)     pursuant to clause 8.5 of subsection 127(1) of the Act, Vuong shall be prohibited for a period of 15 years and Quach shall be prohibited for a period of 10 years, from becoming or acting as a registrant, an investment fund manager or as a promoter;

    (g)     pursuant to clause 9 of subsection 127(1) of the Act, the Respondents jointly and severally pay an administrative penalty of $300,000 which amount is designated for allocation or for use by the Commission pursuant to subsection 3.4(2)(b) of the Act; and

    (h)     pursuant to clause 10 of subsection 127(1) of the Act, the Respondents jointly and severally disgorge $5,623,954.96 to the Commission which amount is designated for allocation or for use by the Commission pursuant to subsection 3.4(2)(b) of the Act.

DATED at Toronto, Ontario this 14^th day of November, 2013.