Proceedings

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

AND

ROBERT PATRICK ZUK, DANE ALAN WALTON
DEREK REID, IVAN DJORDJEVIC,
and MATTHEW NOAH COLEMAN

ORDER

WHEREAS on March 11, 2005 the Commission issued a Notice of Hearing pursuant to section 127 of the Securities Act (the “Act”) in respect of trading in the shares of Visa Gold Explorations Inc.;

AND WHEREAS on March 11, 2005 Staff of the Commission filed a Statement of Allegations;

AND WHEREAS on September 25, 2006, Staff of the Commission filed an Amended Statement of Allegations;

AND WHEREAS on March 14, 2007, Staff of the Commission filed an Amended Amended Statement of Allegations dated March 7, 2007;

AND WHEREAS on March 26, 2007, Staff of the Commission filed an Amended Amended Amended Statement of Allegations (the “Statement of Allegations”);

AND WHEREAS Dane Alan Walton entered into a settlement agreement dated April 17, 2007 (the “Settlement Agreement”) in relation to the matters set out in the Statement of Allegations;

AND WHEREAS the Commission issued a Notice of Hearing dated April 17, 2007 setting out that it proposed to consider the Settlement Agreement;

UPON reviewing the Settlement Agreement, the Notice of Hearing, the Statement of Allegations, and upon considering submissions from counsel for Dane Alan Walton 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, PURSUANT TO SECTIONS 127 AND 127.1 OF THE ACT, THAT :

(a) the Settlement Agreement is hereby approved;

(b) trading, directly or indirectly, in any securities by the Respondent, for his own account or for the account of others, will cease for a period of 4 months from the date of the Order. Thereafter, for a period of 5 years from the date of this Order, the Respondent’s trading will be restricted as follows:

(1) the Respondent will be permitted to trade in securities on behalf of a registered dealer who provides Staff of the Commission with an undertaking to supervise the Respondent’s trading activities, with the following restrictions:

(A) the Respondent will be permitted to act as an agent to input orders for client trades entered on behalf of retail clients by Registered Representatives at the registered dealer;

(B) the Respondent will be permitted to act as an agent to input orders for Toronto Stock Exchange or TSX Venture Exchange trades on behalf of U.S. brokerage firms that are disclosed to, and approved by, Staff of the Commission;

(C) the Respondent will be permitted to conduct trading in a firm inventory account at the registered dealer, provided that the securities:

(i) are debt instruments that cannot be converted (directly or indirectly) into shares ;

(ii) are securities listed on the Toronto Stock Exchange, TSX Venture Exchange, NASDAQ, Amex and New York Stock Exchange;

(iii) are not exempt securities for purposes of the Ontario Securities Act; or

(iv) are securities in which the Respondent and the registered dealer, in the aggregate, do not hold an interest of 10% or more;

(D) for a period of 6 months immediately following the 4-month cease trade period referred to in paragraph (b) above, the Respondent will be permitted to sell any securities contained in an account referred to in paragraph (b)(1)(C) above that would otherwise contravene the restrictions set out therein;

(E) the Respondent will be permitted to sell an existing interest in D’Angelo Brands Inc. t hat would otherwise contravene the restrictions set out in paragraph (b)(1)(C) above ;

(2) the Respondent will be permitted to trade in securities in one RRSP and one non- RRSP account, which he will identify in writing to the Staff of the Commission and, in those accounts, the Respondent will be permitted to trade in securities as permitted in paragraph (b)(1)(C) (i) to (iv) above;

(c) for a period of 3 years immediately following the 4-month cease trade period referred to in paragraph (b) above , the Respondent will not be permitted to apply to be a specialist or market maker for any publicly traded security, and will relinquish any such positions that he currently holds;

(d) subject to being permitted to trade as contemplated by paragraph (b) and (c) above, any exemptions contained in Ontario securities law do not apply to the Respondent for a period of 5 years from the date of this Order;

(e) the Respondent undertakes not to apply for registration that would permit him to represent clients as a registered representative for a period of 15 years from the date of this Order;

(f) for a period of 5 years from the date of the Order, the Respondent’s registration will be subject to the restrictions set out in paragraph (b)(1) and (c) above;

(g) that the Respondent will not act as an officer or director of any reporting issuer or registrant for a period of 5 years from the date of this Order; and

(h) that the Respondent pay to the Commission the amount of $6,000 in costs and disgorge to the Commission the amount of $9,000 for allocation to or for the benefit of third parties pursuant to s. 3.4(2)(b) of the Act, and if such costs and disgorgement are not paid within 5 years from the date of this Order, the restrictions referred to in paragraph (b) and (f) above shall remain in place until further Order of the Commission.

Dated at Toronto, Ontario this 18 th day of April, 2007

“James E.A. Turner”
James E.A. Turner
“Suresh Thakrar”
Suresh Thakrar