IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED AND IN THE MATTER OF 7997698 CANADA INC., carrying on business as INTERNATIONAL LEGAL AND ACCOUNTING SERVICES INC. and WORLD INCUBATION CENTRE, JOHN LEE also known as CHIN LEE, and MARY HUANG also known as NING-SHENG HUANG
TEMPORARY ORDER (Subsections 127(1) and 127(5))
WHEREAS it appears to the Ontario Securities Commission (the "Commission") that:
1. 7997698 Canada Inc., carrying on business as International Legal and Accounting Services Inc. and World Incubation Centre ("7997698"), is a Canadian corporation with a business address in Ontario;
2. John Lee also known as Chin Lee ("Lee") is an Ontario resident and a director of 7997698;
3. Mary Huang also known as Ning-Sheng Huang ("Huang") is an Ontario resident, the spouse of Lee, and is a director of 7997698;
4. 7997698, Lee, and Huang (collectively, the "Respondents") may have engaged in or held themselves out as engaging in the business of trading in securities without being registered in accordance with Ontario securities law and without an exemption from the registration requirement contrary to subsection 25(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") and National Instrument 31-103 -- Registration Requirements, Exemptions, and Ongoing Registration Obligations;
5. None of the Respondents are registered in accordance with Ontario securities law as a dealer or are exempt under Ontario securities law from the requirement to comply with subsection 25(1) of the Act;
6. The Respondents may have traded securities that were a distribution without a prospectus having been filed with the Director and without the exemption from the prospectus requirement contrary to subsection 53(1) of the Act;
7. 7997698is not a reporting issuer. No prospectus receipt has been issued with respect to 7997698;
8. Lee and Huang may have authorized, permitted or acquiesced in the noncompliance with the Act by 7997698 contrary to section 129.2 of the Act;
9. Staff is continuing to investigate the conduct described above;
AND WHEREAS the Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest as set out in subsection 127(5) of the Act;
AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;
AND WHEREAS by Authorization Order made October 21, 2014, pursuant to subsection 3.5(3) of the Act, any one of Howard I. Wetston, James E. A. Turner, Monica Kowal, James D. Carnwath, Mary G. Condon, Edward P. Kerwin, Alan J. Lenczner, and Christopher Portner, acting alone, is authorized to make orders under section 127 of the Act;
IT IS ORDERED, pursuant to clause 2 of subsection 127(1) of the Act, that:
(a) all trading in any securities by 7997698 shall cease;
(b) all trading in any securities by Lee shall cease; and
(c) all trading in any securities by Huang shall cease.
IT IS FURTHER ORDERED that pursuant to clause 3 of subsection 127(1) of the Act, that any exemptions contained in Ontario securities law do not apply to any of the Respondents; and
IT IS FURTHER ORDERED that pursuant to subsection 127(6) of the Act, this Order shall take effect immediately and shall expire on the 15th day after its making unless extended by Order of the Commission.
DATED at Toronto this 21st day of November, 2014.