IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
- AND -
IN THE MATTER OF
STANTON DE FREITAS
(Sections 127(1) and (5))
WHEREAS, in Re Jason Wong et al., the Commission made an order on May 18, 2007 pursuant to subsections 127(1) and (5) of the Act that:
- trading in the securities of the following companies shall cease and that any exemptions contained in Ontario securities law do not apply to them: The Bighub.Com, Inc. ("Bighub.Com"); Advanced Growing Systems, Inc. ("Advanced Growing Systems"); LeaseSmart, Inc. ("LeaseSmart"); Cambridge Resources Corporation ("Cambridge Resources"); NutriOne Corporation ("NutriOne"); International Energy Ltd. ("International Energy"); Universal Seismic Associates Inc. ("Universal Seismic"); Pocketop Corporation ("Pocketop"); Asia Telecom Ltd. ("Asia Telecom"); and Pharm Control Ltd. ("Pharm Control");
- all trading in any securities by Jason Wong, David Watson, Nathan Rogers, Amy Giles, John Sparrow and Kervin Findlay shall cease
AND WHEREAS by further order of the Commission on May 23, 2007 in Re Jason Wong et al., the Commission ordered pursuant to subsections 127(1) and (5) of the Act that trading in any securities by Select American Transfer Co. ("Select American") shall cease and that any exemptions contained in Ontario securities law do not apply to them;
AND WHEREAS it appears to the Ontario Securities Commission that:
1. Select American is a Delaware corporation that operates out of Toronto as a transfer agent;
2. In addition to the individuals named in Re Jason Wong et al., it appears that Stanton De Freitas was a principal of Select American and may have been acting in the capacity of an officer and director of Select American;
3. With the assistance of Select American, its principals, former principals and others, the following companies may have assumed the corporate identities of dormant or inactive companies, the securities of which were previously quoted for trading on the Pink Sheets LLC in the over-the-counter securities market in the United States:
- Advanced Growing Systems;
- Cambridge Resources;
- International Energy;
- Universal Seismic;
- Asia Telecom; and
- Pharm Control;
4. Select American, acting as the transfer agent to these companies, may have issued false share certificates for trading in securities of these issuers in the over-the-counter securities market via the Pink Sheets;
5. Staff of the Commission ("Staff") are conducting an investigation into the conduct described herein and it appears that Select American, its principals, its former principals and others, including Stanton De Freitas, may have breached sections 25 and 53 of Ontario Securities law and further, may have engaged in acts, practices or courses of conduct relating to the securities of the above listed companies that they knew or reasonably ought to have known:
- resulted in or contributed to a misleading appearance of trading activity in, or an artificial price for, the securities contrary to subsection 126.1(a) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"); and/or
- perpetrated a fraud on any person or company contrary to subsection 126.1(b) of the Act.
6. The Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest; and
7. The Commission is of the opinion that it is in the public interest to make this order.
AND WHEREAS by Commission Order made April 4, 2007, pursuant to section 3.5(3) of the Act, any one of W. David Wilson, James E. A. Turner, Lawrence E. Ritchie, Robert L. Shirriff, Harold P. Hands, Paul K. Bates and David L. Knight, acting alone, is authorized to make Orders under section 127 of the Act;
IT IS ORDERED, pursuant to subsections 127(1) and 127(5) of the Act, that trading in any securities by Stanton De Freitas shall cease and that any exemptions contained in Ontario securities law do not apply to him;
IT IS FURTHER ORDERED, that pursuant to section 127(6) of the Act 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 30th day of May, 2007.