Temporary Order: In the Matter of TBS New Media Ltd. et al.

 

 

 

 

 

 

 

 

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

 

 

1. CNF Candy Corp. (“CNF Candy”) is a corporation incorporated pursuant to the laws of Canada;
2. CNF Food Corp. (“CNF Food”) was a corporation incorporated pursuant to the laws of Canada in 2007 and was dissolved under section 212 of the Canada Business Corporations Act in March of 2010;
3. CNF Candy and CNF Food had the same business address, the same management, and their names appear to be used interchangeably to refer to the same company;
4. TBS New Media Ltd. (“TBS”) is a corporation incorporated pursuant to the laws of Ontario;
5. TBS New Media PLC (“TBS PLC”) appears to be a company created pursuant to the laws of the United Kingdom for the purpose of facilitating the listing of TBS securities on the Frankfurt Stock Exchange.;
6. From 2004 to 2008, securities in TBS and TBS PLC were distributed to investors in Ontario and throughout Canada;
7. Ari Jonathan Firestone (“Firestone”) is a director of CNF Candy, CNF Food (collectively, “CNF”), TBS and TBS PLC and appears to have been the sole directing minds of all of these companies from their inception to the present day;
8. In 2008 and 2009, representatives of TBS and CNF solicited TBS/TBS PLC shareholders in Ontario and elsewhere in Canada, offering the opportunity to purchase securities in CNF for additional funds and the exchange of their TBS/TBS PLC securities;
9. As a result, some TBS shareholders acquired securities of CNF by transferring additional funds to a bank account in the name of CNF Food and returning their TBS/TBS PLC securities;
10. Mark Green (“Green”) purportedly held the position of Investor Relations Representative with CNF and, in most cases, was the only contact TBS shareholders had with either TBS or CNF;
11. At this point in their investigation, Staff have not been able to ascertain whether Green actually exists;
12. A preliminary prospectus or a prospectus have not been filed for the TBS or CNF securities and the Director has not issued a receipt in respect of TBS or CNF securities;
13. TBS, CNF and Firestone are not registered with the Commission in any capacity;
14. Staff are conducting an investigation into the trading of TBS and CNF securities, and it appears that TBS, CNF and their representatives including Firestone, may have engaged in the following conduct:
    1. trading in TBS and CNF securities without proper registration or appropriate exemption from the registration requirements under the Act, contrary to section 25 of the Act; and
    2. trading in securities of CNF in a manner that would be a distribution of those securities where no preliminary prospectus or prospectus has been filed and no receipt has been issued by the Director, contrary to section 53 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;

AND WHEREAS by Commission order made August 31, 2009 pursuant to section 3.5(3) of the Act, any one of W. David Wilson, James E. A. Turner, David L. Knight, Carol S. Perry, Patrick J. LeSage, James D. Carnwath and Mary G. Condon, acting alone, is authorized to make orders under section 127 of the Act;

IT IS ORDERED pursuant to clause 2 of subsection 127(1) of the Act that all trading in the securities of TBS New Media Ltd., TBS New Media PLC, CNF Food Corp. and CNF Candy Corp. shall cease;

IT IS FURTHER ORDERED pursuant to clause 2 of subsection 127(1) of the Act that TBS New Media Ltd., TBS New Media PLC, CNF Food Corp., CNF Candy Corp., Ari Jonathan Firestone, and Mark Green cease trading in all securities;

IT IS FURTHER ORDERED pursuant to clause 3 of subsection 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to TBS New Media Ltd., TBS New Media PLC, CNF Food Corp., CNF Candy Corp., Ari Jonathan Firestone, and Mark Green; 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 29^th day of June, 2010