Proceedings

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

- AND -

IN THE MATTER OF
LANDBANKERS INTERNATIONAL MX, S.A. DE C.V.; SIERRA MADRE HOLDINGS MX,
S.A. DE C.V.; L&B LANDBANKING TRUST S.A. DE C.V.; BRIAN J. WOLF ZACARIAS;
ROGER FERNANDO AYUSO LOYO; ALAN HEMINGWAY; KELLY FRIESEN; SONJA A.
MCADAM; ED MOORE; KIM MOORE; JASON ROGERS; AND DAVE URRUTIA

ORDER
(Subsections 127(1) and (7))


      WHEREAS based on the affidavit evidence of André Moniz, dated April 4, 2008, it appears to the Ontario Securities Commission (the “Commission”) that:
  1. LandBankers International MX, S.A. de C.V. (“LandBankers”) is a company based in Puerto Vallarta, Mexico;
  2. Sierra Madre Holdings MX, S.A. de C.V. (“Sierra Madre”) has been described in promotional material as being a Mexican corporation but also a limited partnership. Sierra Madre is related to LandBankers and based in Puerto Vallarta, Mexico. Sierra Madre is also known as SMHMX;
  3. L&B LandBanking Trust S.A. de C.V. acts as the General Partner of Sierra Madre, with offices in Puerto Vallarta, Mexico;
  4. Brian J. Wolf Zacarias, a resident of Puerto Vallarta, Mexico, is the senior officer and major owner of LandBankers. He is also known as Brian Wolf, Brian Zacharias, Brian Zacirias, Brian Zacharias Wolf, and Brian Zacharias Wolfe;
  5. Roger Fernando Ayuso Loyo, a resident of Puerto Vallarta, Mexico is the President of LandBankers. He is also known as Roger Ayuso;
  6. Alan Hemingway, a resident of Puerto Vallarta, Mexico, formerly of British Columbia, is the Chief Executive Officer of Sierra Madre. He is also known by a different spelling of his last name: “Hemmingway”;
  7. Kelly Friesen, a resident of Warman, Saskatchewan, and Sonja A. McAdam of Christopher Lake, Saskatchewan, are involved in the promotion of LandBankers securities;
  8. Ed Moore, Kim Moore, Jason Rogers and Dave Urrutia are all residents of Puerto Vallarta, Mexico and are all involved in the promotion of LandBankers securities and Sierra Madre securities;
  9. Neither LandBankers nor Sierra Madre are reporting issuers in Ontario;
  10. None of the respondents are registered with the Commission to trade in securities;
  11. The respondents have traded in the securities of LandBankers and Sierra Madre with members of the Canadian public;
  12. The respondents have solicited or have sold to Ontario residents the securities of LandBankers and Sierra Madre in breach of sections 25 and 53 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”);
  13. Certain directors or officers of LandBankers and Sierra Madre have authorized, permitted or acquiesced in the non-compliance with Ontario securities law;
  14. The respondents are also respondents in proceedings in other Canadian jurisdictions and are subject to temporary cease trade orders in other Canadian jurisdictions;

      AND WHEREAS on March 27, 2008, the Commission issued an order pursuant to subsections 127(1) and (5) of the Act (the “Temporary Order”), which ordered that the Temporary Order shall expire on the 15th day after its making unless extended by an order of the Commission;

      AND WHEREAS on March 28, 2008, the Commission issued a Notice of Hearing to consider, among other things, the extension of the Temporary Order to be held on April 9, 2008 at 2:00 p.m.;

      AND WHEREAS Staff of the Commission (“Staff”) made reasonable efforts to serve the respondents LandBankers International MX, S.A. de C.V. (“LandBankers”); Sierra Madre Holdings MX, S.A. de C.V. (“Sierra Madre”); L&B Landbanking Trust S.A. de C.V. (L&B LandBanking Trust”); Brian J. Wolf Zacarias; Roger Fernando Ayuso Loyo; Alan Hemingway; Kelly Friesen; Sonja A. Mcadam; Ed Moore; Kim Moore; Jason Rogers; and Dave Urrutia (collectively, the “Respondents”), with a certified copy of the Temporary Order and a Notice of Hearing at all known postal addresses as well as electronic mail addresses and fax numbers as evidenced by the Affidavits of Maria Montalto sworn April 9, 2008;

      AND WHEREAS Staff delivered a copy of the certified copy of the Temporary Order and the Notice of Hearing to Kelly Friesen and Sonja A. McAdam by courier;

      AND WHEREAS the Commission held a Hearing on April 9, 2008 and none of the Respondents attended before the Commission although counsel for LandBankers, Sierra Madre, and L&B LandBanking Trust wrote to Staff requesting an adjournment of the hearing for 30 days;

      AND WHEREAS the Commission is of the opinion that it is in the public interest to make the order and that the time required to conclude a hearing could be prejudicial to the public interest based upon the evidence filed by Staff and the submissions of Staff;

      IT IS ORDERED pursuant to subsection 127(7) of the Act that:
  1. the Temporary Order made by the Commission dated March 27, 2008, which is attached as Appendix “A” is extended to May 8, 2008; and
  2. the hearing of this matter is adjourned to May 8, 2008 at 2:30 p.m.

      DATED at Toronto this 14th day of April, 2008.

" Lawrence E. Ritchie "
Lawrence E. Ritchie
" Suresh Thakrar "
Suresh Thakrar




Appendix "A"

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

- AND -

IN THE MATTER OF
LANDBANKERS INTERNATIONAL MX, S.A. DE C.V.; SIERRA MADRE HOLDINGS MX,
S.A. DE C.V.; L&B LANDBANKING TRUST S.A. DE C.V.; BRIAN J. WOLF ZACARIAS;
ROGER FERNANDO AYUSO LOYO; ALAN HEMINGWAY; KELLY FRIESEN; SONJA A.
MCADAM; ED MOORE; KIM MOORE; JASON ROGERS; AND DAVE URRUTIA

TEMPORARY ORDER
(Subsections 127(1) and (5))


      WHEREAS it appears to the Ontario Securities Commission that:
  1. LandBankers International MX, S.A. de C.V. (“LandBankers”) is a company based in Puerto Vallarta, Mexico;
  2. Sierra Madre Holdings MX, S.A. de C.V. (“Sierra Madre”) has been described in promotional material as being a Mexican corporation but also a limited partnership. Sierra Madre is related to LandBankers and based in Puerto Vallarta, Mexico. Sierra Madre is also known as SMHMX;
  3. L&B LandBanking Trust S.A. de C.V. acts as the General Partner of Sierra Madre, with offices in Puerto Vallarta, Mexico;
  4. Brian J. Wolf Zacarias, a resident of Puerto Vallarta, Mexico, is the senior officer and major owner of LandBankers. He is also known as Brian Wolf, Brian Zacharias, Brian Zacirias, Brian Zacharias Wolf, and Brian Zacharias Wolfe;
  5. Roger Fernando Ayuso Loyo, a resident of Puerto Vallarta, Mexico is the President of LandBankers. He is also known as Roger Ayuso;
  6. Alan Hemingway, a resident of Puerto Vallarta, Mexico, formerly of British Columbia, is the Chief Executive Officer of Sierra Madre. He is also known by a different spelling of his last name: “Hemmingway”;
  7. Kelly Friesen, a resident of Warman, Saskatchewan, and Sonja A. McAdam of Christopher Lake, Saskatchewan, are involved in the promotion of LandBankers securities;
  8. Ed Moore, Kim Moore, Jason Rogers and Dave Urrutia are all residents of Puerto Vallarta, Mexico and are all involved in the promotion of LandBankers securities and Sierra Madre securities;
  9. Neither LandBankers nor Sierra Madre are reporting issuers in Ontario;
  10. None of the respondents are registered with the Commission to trade in securities;
  11. The respondents have traded in the securities of LandBankers and Sierra Madre with members of the Canadian public;
  12. The respondents have solicited or have sold to Ontario residents the securities of LandBankers and Sierra Madre in breach of sections 25 and 53 of the Securities Act, R.S.O. 1990, c.S.5, as amended (the “Act”);
  13. Certain directors or officers of LandBankers and Sierra Madre have authorized, permitted or acquiesced in the non-compliance with Ontario securities law;
  14. The respondents are also respondents in proceedings in other Canadian jurisdictions and are subject to temporary cease trade orders in other Canadian jurisdictions;

      AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order and that the time required to conclude a hearing could be prejudicial to the public interest;

      AND WHEREAS by Commission order made April 4, 2007 pursuant to subsection 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 subsection 127(5) of the Act that:
  1. pursuant to clause 2 of section 127(1), all trading in securities of LandBankers and Sierra Madre shall cease;
  2. pursuant to clause 2 of section 127(1), all trading in any securities by the respondents shall cease; and
  3. pursuant to clause 3 of section 127(1), any exemptions contained in Ontario securities law do not apply to the respondents.

      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 27th day of March, 2008.

" David Wilson "
David Wilson