R.S.O. 1990, c.S.5, AS AMENDED
– AND –
IN THE MATTER OF
MOMENTAS CORPORATION, HOWARD RASH,
ALEXANDER FUNT, SUZANNE MORRISON
AND MALCOLM ROGERS
STATEMENT OF ALLEGATIONS
OF STAFF OF THE ONTARIO SECURITIES COMMISSION
Staff of the Ontario Securities Commission ("Staff") make the following allegations:
1. Momentas Corporation ("Momentas") is a corporation incorporated pursuant to the laws of Ontario with its head office in Toronto. Momentas holds itself out as a professional trader of equities, currencies and options, primarily on the NASDAQ and international foreign exchange markets. Momentas is not registered in any capacity with the Ontario Securities Commission (the "Commission") nor is it a reporting issuer in Ontario.
2. Howard Rash ("Rash") and Alexander Funt ("Funt") are co-founders and promoters of Momentas. Since its incorporation, Rash and Funt have acted in a capacity similar to that of officers and directors of Momentas. Rash and Funt are the directing minds of Momentas.
3. Suzanne Morrison ("Morrison") is the President, Chief Financial Officer and a Director of Momentas.
4. Malcolm Rogers ("Rogers") is the Chief Executive Officer and a Director of Momentas.
5. Rash, Funt, Rogers and Morrison are not registered with the Commission in any capacity.
6. Since approximately August 2003, Momentas, through its officers, directors, employees and/or agents, has been selling Momentas "Series A Secured Convertible Debentures" (the "Convertible Debentures") to residents of Ontario and elsewhere.
7. In selling the Convertible Debentures to Ontario residents, Momentas has purportedly relied upon an exemption for selling securities to accredited investors contained in OSC Rule 45-501.
8. Momentas has stated in its promotional materials that it intends to raise $10 million from the sale of the Convertible Debentures for its business.
9. To date, Momentas has raised approximately $6 million through the sale of the Convertible Debentures. Of this amount, approximately $2.9 million has been raised from the sale of Convertible Debentures to Ontario residents.
10. Through Momentas' stated enterprise as a "professional trader of equities" and through the sale of the Convertible Debentures, Momentas has been holding itself out as and has been engaging in the business of trading securities in Ontario. Accordingly, it has been acting as a market intermediary and is required to be registered pursuant to section 25 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act").
11. Rash, Funt, Morrison and Rogers have engaged in conduct which constitutes "trading" in securities without being registered in accordance with section 25(1)(a) of the Act by carrying out acts directly or indirectly in furtherance of trades of the Convertible Debentures.
12. In addition, Rash and Funt, acting in a similar capacity to officers and directors of Momentas, and Morrison and Rogers, as officers and directors of Momentas, have authorized, permitted or acquiesced in Momentas' conduct as described above.
Conduct Contrary to the Public Interest
13. The conduct of the Respondents contravened Ontario securities law and was contrary to the public interest.
14. Staff reserve the right to make such further and other allegations as Staff may submit and the Commission may permit.
DATED AT TORONTO this 24th day of June 2005.