Proceedings

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

and

IN THE MATTER OF HOWARD GRAHAM


ORDER
(Section 127(1), (10) of the Act)



      WHEREAS on February 20, 2007, the United States Securities and Exchange Commission (“SEC”) filed a civil securities fraud complaint against Braintree Energy, Inc. and Howard Graham in the United States District Court - District of Massachusetts (the “Complaint”);

      AND WHEREAS on December 23, 2008, the United States District Court - District of Massachusetts entered a final judgment against Howard Graham (the “Final Judgment”);

      AND WHEREAS Howard Graham consented to entry of the Final Judgment without admitting or denying the allegations of the Complaint (except as to jurisdiction);

      AND WHEREAS Staff of the Ontario Securities Commission (the “Commission”) made an application under section 127(1) and (10) of the Securities Act, R.S.O., 1990 c. S-5, as amended (the “Act”) for an order against Howard Graham on the grounds that it is in the public interest to make an order against Howard Graham;

      AND WHEREAS Howard Graham was represented by counsel and was served with the Statement of Allegations and the Notice of Hearing;

      AND WHEREAS on March 26, 2009, a panel of the Commission granted Howard Graham’s request for an adjournment to April 9, 2009;

      AND WHEREAS, the Commission held a hearing on April 9, 2009 to consider the Statement of Allegations and the record filed by Staff;

      AND WHEREAS at the hearing, the Commission considered Staff’s submissions, no one appeared on behalf of Howard Graham;

      AND WHEREAS the Commission is of the opinion that it is in the public interest to make an order against Howard Graham;

      THE COMMISSION ORDERS THAT:
  1. trading in any securities by or of Howard Graham cease permanently pursuant to paragraph 2 of section 127(1) of the Act;
  2. acquisition of any securities by Howard Graham is prohibited permanently pursuant to paragraph 2.1 of section 127(1) of the Act;
  3. any exemptions contained in Ontario securities laws do not apply to Howard Graham pursuant to paragraph 3 of section 127(1) of the Act;
  4. Howard Graham resign any position he holds as a director or officer of an issuer pursuant to paragraph 7 of section 127(1) of the Act;
  5. Howard Graham is prohibited from becoming or acting as a director or officer of any issuer pursuant to paragraph 8 of section 127(1) of the Act;
      DATED at Toronto, this 4th day of September, 2009.


“Patrick J. LeSage”
Patrick J. LeSage, Q.C
“Suresh Thakrar”
Suresh Thakrar