Securities Law & Instruments

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

PALADIN CAPITAL MARKETS INC.,

JOHN DAVID CULP, AND

CLAUDIO FERNANDO MAYA

ORDER

(Sections 127 and 127.1)

WHEREAS on June 9, 2010, Staff of the Ontario Securities Commission ("Staff" and the "Commission", respectively) filed a Statement of Allegations relating to the respondents Paladin Capital Markets Inc. ("Paladin"), John David Culp ("Culp") and Claudio Fernando Maya;

AND WHEREAS on June 10, 2009, the Commission issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") for a hearing on July 19, 2010 to consider whether it is in the public interest to approve a settlement agreement entered into by Staff and the respondents, Paladin and Culp;

AND WHEREAS Paladin and Culp entered into a Settlement Agreement with Staff (the "Settlement Agreement") in which Paladin and Culp agreed to a settlement of the allegations against them, subject to the approval of the Commission;

AND WHEREAS Paladin and Culp acknowledged that the facts set out in Part III of the Settlement Agreement constituted conduct contrary to Ontario securities law and the public interest;

AND WHEREAS Culp died on or about July 17, 2010;

AND WHEREAS Culp was, prior to his death, the sole director, officer, and shareholder of Paladin;

AND WHEREAS on July 19, 2010, the Commission ordered that the settlement hearing with respect to Paladin be adjourned to August 5, 2010;

AND WHEREAS on August 3, 2010, Staff filed a Notice of Withdrawal with respect to all of the allegations made against Culp;

AND WHEREAS on August 5, 2010, counsel for Staff attended the hearing but no one attended for Paladin;

AND UPON reviewing the Settlement Agreement attached hereto as Schedule "A", considering the admitted fact that Paladin is insolvent and upon hearing submissions from counsel for Staff, the Commission is of the opinion that it is in the public interest to approve the settlement on the terms presented to it;

IT IS ORDERED THAT:

1. the Settlement Agreement, as it relates to Paladin, is approved;

2. Paladin's registration is terminated pursuant to s. 127(1)1 of the Act;

3. trading in any securities by Paladin shall cease permanently, pursuant to s. 127(1)2 of the Act;

4. any exemptions contained in Ontario securities law shall not apply to Paladin permanently, pursuant to s. 127(1)3 of the Act;

5. Paladin shall pay an administrative penalty of $100,000, pursuant to s. 127(1)9 of the Act, to be allocated to or for the benefit of third parties who suffered losses as a result of the activities of Paladin described in the Settlement Agreement , pursuant to s. 3.4(2)(b) of the Act;

6. Paladin shall pay disgorgement in the amount of $400,000, pursuant to s. 127(1)10 of the Act, to be allocated to or for the benefit of third parties who suffered losses as a result of the activities of Paladin described in the Settlement Agreement, pursuant to s. 3.4(2)(b) of the Act; and

7. Paladin shall pay the Commission's costs of the investigation and hearing in the amount of $15,000.

Dated at Toronto this 5th day of August 2010.

"James E. A. Turner"
Vice-Chair of the Commission