IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
GLOBAL PETROLEUM STRATEGIES, LLC,
PETROLEUM UNLIMITED, LLC,
AURORA ESCROW SERVICES, LLC,
JOHN ANDREW, VINCENT CATALDI,
CHARLOTTE CHAMBERS, CARL DYLAN,
JAMES EULO, RICHARD GARCIA, TROY GRAY,
JIM KAUFMAN, TIMOTHY KAUFMAN,
CHRIS HARRIS, MORGAN KIMMEL,
ROGER A. KIMMEL, JR., ERIK LUNA,
MITCH MALIZIO, ADAM MILLS, JENNA PELUSIO,
ROSEMARY SALVEGGI, STEPHEN J. SHORE
AND CHRIS SPINLER
WHEREAS it appears to the Ontario Securities Commission that:
1. Global Petroleum Strategies, LLC (Global) has offices in Boca Raton, Florida. Global holds itself out as a company that raises investment capital for independent oil companies.
2. Petroleum Unlimited, LLC (Petroleum) is a limited liability company, incorporated in the State of Wyoming on February 12, 2008.
3. Aurora Escrow Services, LLC (Aurora) is a limited liability company, incorporated in the State of Wyoming on October 19, 2004. Aurora is the escrow agent for Petroleum.
4. Roger A. Kimmel, Jr. (Kimmel Jr.) is an attorney and resident of Aurora, Ohio. At the material time, Kimmel Jr. was the President and Chief Executive Officer of Petroleum and the President, Director and Manager of Aurora.
5. Morgan Kimmel is Kimmel Jr.'s daughter. At the material time, Morgan Kimmel also held herself out as being in charge of Aurora.
6. John Andrew, Vincent Cataldi, Charlotte Chambers, Carl Dylan, James Eulo, Richard Garcia, Troy Gray, Jim Kaufman, Timothy Kaufman, Chris Harris, Erik Luna, Mitch Malizio, Adam Mills, Jenna Pelusio, Rosemary Salveggi, Stephen J. Shore and Chris Spinler were Global salespersons at the material time.
7. In the spring and summer of 2008, Global, Kimmel Jr. and its salespeople were selling securities of Petroleum to Canadian investors.
8. On July 3, 2008, the Alberta Securities Commission (ASC) issued an interim cease trade order (ICTO) under subsection 33(1) of the Alberta Securities Act, R.S.A. 2000, c. S-4 against Global, Petroleum, Aurora, Kimmel and Salveggi.
9. The ASC ICTO was extended on July 17, 2008 until a hearing is concluded and a decision rendered, or until otherwise ordered.
10. On July 14, 2008, the Saskatchewan Financial Services Commission (SFSC) issued a temporary cease trade order (TCTO) under subsection 134(3) of the Saskatchewan Securities Act, 1988, S.S. 1988, c.S-42.2 against Global, Petroleum, Aurora, Kimmel, Troy Gray and Stephen J. Shore.
11. The SFSC TCTO was extended on July 29, 2008 until the SFSC is provided with satisfactory information to enable it to make a further order.
12. In the spring and summer of 2008, at least 27 Canadian investors, including seven Ontario investors purchased Petroleum securities (Ontario investors). The Ontario investors invested a total of US$105,581.52.
13. Global, Petroleum and Aurora have never filed a prospectus with the Ontario Securities Commission (OSC).
14. Global, Petroleum, Aurora and the Global salespeople, in particular, James Eulo, Kimmel Jr., Morgan Kimmel and Stephen J. Shore have never been registered with the OSC.
15. The respondents, James Eulo, Kimmel Jr., Morgan Kimmel, Steve Shore are trading in securities in Ontario, without registration contrary to subsection 25(1) of the Ontario Securities Act, R.S.O. 1990, c.S.5, as amended (the Act).
16. The respondents, James Eulo, Kimmel Jr., Morgan Kimmel, Steve Shore are also trading in securities in Ontario in circumstances where a prospectus has not been filed with the OSC contrary to subsection 53(1) of the Act.
17. By engaging in the conduct described above, the respondents James Eulo, Kimmel Jr., Morgan Kimmel, Steve Shore have breached Ontario securities law and acted contrary to the public interest. An order against these respondents is in the public interest.
18. An order against all of the respondents who were Global salespersons at the material time who may have sold Petroleum is in the public interest.
AND WHEREAS by Commission Order dated April 1, 2008 pursuant to subsection 3.5(3) of the Act, any one of W. David Wilson, James E. A. Turner, Lawrence E. Ritchie, Paul K. Bates or David L. Knight, acting alone, is authorized to make orders pursuant to section 127 of the Act;
IT IS ORDERED that:
1. trading in any securities by the respondents cease pursuant to subsection 127(5), paragraph 2 of subsection 127(1) and paragraph 4 of subsection 127(10) of the Act; and
2. any exemptions contained in Ontario securities law not do not apply to the respondents pursuant to subsection 127(5), paragraph 3 of subsection 127(1) and paragraph 4 of subsection 127(10) of the Act.
IT IS FURTHER ORDERED pursuant to section 127(6) of the Act, that this Order shall expire on the 15th day after its making unless extended by the Commission.
DATED at Toronto this 6th day of January 2009.