Securities Law & Instruments

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED AND IN THE MATTER OF AMTE SERVICES INC., OSLER ENERGY CORPORATION, RANJIT GREWAL, PHILLIP COLBERT AND EDWARD OZGA

TEMPORARY ORDER (Subsection 127(8))

WHEREAS on October 15, 2012, pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), the Ontario Securities Commission (the "Commission") issued the following order (the "Temporary Order") against AMTE Services Inc. ("AMTE"), Osler Energy Corporation ("Osler"), Ranjit Grewal ("Grewal"), Phillip Colbert ("Colbert") and Edward Ozga ("Ozga") (collectively, the "Respondents"):

(i) pursuant to clause 2 of subsection 127(1) of the Act, all trading by and in the securities of AMTE shall cease; all trading by and in the securities of Osler shall cease; all trading by Grewal shall cease; all trading by Colbert shall cease; and all trading by Ozga shall cease.

(ii) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to any of the Respondents;

AND WHEREAS on October 15, 2012, the Commission ordered that the Temporary Order shall expire on the 15th day after its making unless extended by order of the Commission;

AND WHEREAS on October 16, 2012, the Commission issued a Notice of Hearing to consider the extension of the Temporary Order, to be held on October 25, 2012 at 2:00 p.m.;

AND WHEREAS on October 25, 2012, the Commission ordered that the Temporary Order be extended until January 29, 2013 and that the hearing be adjourned until January 28, 2013 at 10:00 a.m.;

AND WHEREAS on January 29, 2013, the Commission ordered that the Temporary Order be extended until March 12, 2013 and that the hearing be adjourned until March 11, 2013 at 10:00 a.m.;

AND WHEREAS on March 11, 2013, the Commission ordered that the Temporary Order be extended until May 28, 2013 or until further order of the Commission and that the hearing be adjourned until May 27, 2013 at 10:00 a.m.;

AND WHEREAS on March 27, 2013, a hearing was held before the Commission and counsel for Staff attended to request an extension of the Temporary Order and no one appeared on behalf of the Respondents;

AND WHEREAS Staff filed the affidavit of Peaches Barnaby sworn May 24, 2013 outlining service of the Commission order dated March 11, 2013 on the Respondents;

AND WHEREAS quasi-criminal proceedings have been commenced in the Ontario Court of Justice pursuant to section 122(1)(c) of the Act against Grewal, Ozga and Colbert (the "Section 122 Proceedings");

AND WHEREAS a judicial pre-trial in connection with the Section 122 Proceedings was scheduled for June 27, 2013;

AND WHEREAS Colbert consented to the extension of the Temporary Order;

AND WHEREAS the Commission ordered that the Temporary Order be extended until July 22, 2013 or until further order of the Commission and the hearing to consider a further extension of the Temporary Order be adjourned until July 19, 2013 at 11:00 a.m.;

AND WHEREAS on July 19, 2013, a hearing was held before the Commission and counsel for Staff attended to request an extension of the Temporary Order and no one appeared on behalf of the Respondents;

AND WHEREAS Staff filed the affidavit of Tia Faerber sworn July 18, 2013 outlining service of the Commission's order dated May 27, 2013 on the Respondents;

AND WHEREAS a further judicial pre-trial in connection with the Section 122 Proceedings was scheduled for September 16, 2013;

AND WHEREAS the Commission ordered that the Temporary Order be extended until September 25, 2013 or until further order of the Commission and the hearing to consider a further extension of the Temporary Order be adjourned until September 23, 2013 at 10:00 a.m.;

AND WHEREAS on September 23, 2013, a hearing was held before the Commission and counsel for Staff attended to request an extension of the Temporary Order and no one appeared on behalf of the Respondents;

AND WHEREAS Staff filed the affidavit of Tia Faerber sworn September 18, 2013 outlining service of the Commission's order dated July 19, 2013 on the Respondents;

AND WHEREAS a further appearance in connection with the Section 122 Proceedings is scheduled for September 25, 2013;

AND WHEREAS the Commission ordered that the Temporary Order be extended until March 31, 2014 or until further order of the Commission and the hearing to consider a further extension of the Temporary Order be adjourned until March 27, 2014 at 10:00 a.m.;

AND WHEREAS on March 27, 2014, a hearing was held before the Commission and counsel for Staff attended to request an extension of the Temporary Order and no one appeared on behalf of the Respondents;

AND WHEREAS Staff filed the affidavit of Nancy Poyhonen sworn March 26, 2014 outlining service of the Commission's order dated September 23, 2013 on the Respondents;

AND WHEREAS the trial in connection with the Section 122 Proceedings was scheduled to commence on July 6, 2015 and to continue on July 7-10 and 13-17, 2015;

AND WHEREAS the trial in connection with Colbert proceeded by way of an agreed statement of fact and an accompanying 2 volume documents brief, collectively ("The Evidence"), which was filed with the Court on July 8, 2015;

AND WHEREAS Staff and counsel for Colbert have filed written argument with the Court;

AND WHEREAS the Court has adjourned the matter in relation to Colbert until December 8, 2015 for oral submissions on the written argument;

AND WHEREAS Ozga entered pleas of guilt to all counts against him on July 6, 2015 and the Court has adjourned Ozga's matter until October 6, 2015 for submissions on sentence;

AND WHEREAS Grewal has never participated in the Section 122 Proceedings although properly served;

AND WHEREAS the Court will decide whether to issue a warrant for Grewal's arrest on December 8, 2015;

AND WHEREAS the Commission ordered that the Temporary Order be extended until September 18, 2015 without prejudice to Staff or the Respondents to seek to vary the Temporary Order on application to the Commission and that the hearing to consider a further extension of the Temporary Order was adjourned until September 16, 2015 at 10:00 a.m. or to such other date or time as provided by the Office of the Secretary and agreed to by the parties;

AND WHEREAS Staff filed the affidavit of Tia Faerber sworn September 14, 2015 outlining service of the Commission's order dated March 27, 2014 on the Respondents;

AND WHEREAS Counsel for Ozga and Colbert have consented to the extension of the Temporary Order;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

IT IS HEREBY ORDERED that the Temporary Order is extended until March 1, 2016 without prejudice to Staff or the Respondents to seek to vary the Temporary Order on application to the Commission and that the hearing to consider a further extension of the Temporary Order is adjourned until February 26, 2016 at 10:00 a.m. or to such other date or time as provided by the Office of the Secretary and agreed to by the parties.

DATED at Toronto, this 16th day of September, 2015.

"Alan Lenczner"

 

Pro-Financial Asset Management Inc. et al. -- s. 127

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED AND IN THE MATTER OF PRO-FINANCIAL ASSET MANAGEMENT INC., STUART MCKINNON and JOHN FARRELL

ORDER (Section 127)

WHEREAS:

1. On December 9, 2014, the Ontario Securities Commission (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") returnable January 14, 2015 accompanied by a Statement of Allegations dated December 8, 2014 with respect to Pro-Financial Asset Management Inc. ("PFAM"), Stuart McKinnon ("McKinnon") and John Farrell ("Farrell") (collectively, the "Respondents");

2. On January 14, 2015, Staff of the Commission ("Staff"), counsel for PFAM and McKinnon and counsel for Farrell attended before the Commission;

3. On January 14, 2015, the Commission ordered that the hearing be adjourned to February 25, 2015 at 10:00 a.m. for the purpose of scheduling a date for a confidential pre-hearing conference as may be appropriate;

4. On February 25, 2015, Staff advised that the initial electronic disclosure of approximately 11,000 pages was sent to counsel for the Respondents on January 12, 2015 and the remaining electronic disclosure of approximately 7,400 pages was sent to counsel for the Respondents on February 24, 2015;

5. On February 25, 2015, Staff advised that the Commission order dated January 14, 2015 should have referred to 11,000 pages of disclosure and not 11,000 documents;

6. On February 25, 2015, a confidential pre-hearing conference was held immediately following the public hearing as requested by the parties;

7. On April 9, 2015, the confidential pre-hearing conference continued and Staff, counsel for PFAM and McKinnon, and counsel for Farrell attended before the Commission;

8. On June 15, 2015, the confidential pre-hearing conference continued and Staff and counsel for PFAM and McKinnon attended before the Commission;

9. On June 17, 2015, the Commission ordered that the Second Appearance be held on September 15, 2015 at 10:00 a.m. and that:

(a) Staff shall make disclosure, no later than five days before the date of the Second Appearance, of their witness list and summaries and indicate any intention to call an expert witness, in which event they shall provide the name of the expert and state the issue or issues on which the expert will be giving evidence; and

(b) Any requests by any of the Respondents for disclosure of additional documents shall be set out in a Notice of Motion which shall be filed no later than 10 days before the date of the Second Appearance;

10. On June 30, 2015, the Commission heard a motion brought by McKinnon, in which he sought registration as a dealing representative at a mutual fund dealer (the "Registration Motion");

11. On September 14, 2015, the Commission released its reasons dismissing the Registration Motion;

12. On September 15, 2015, the Second Appearance was held and Staff advised that (i) on August 31, 2015, Staff provided a third tranche of disclosure (2,960 pages) to the Respondents; (ii) on September 11, 2015, Staff provided a fourth tranche of disclosure (251 pages) to the Respondents; and (iii) on September 10, 2015, Staff provided the Respondents with its preliminary witness list and a chart setting out the location in Staff's disclosure of the transcripts and affidavits relevant to Staff's witnesses;

13. On September 15, 2015, counsel for McKinnon advised that McKinnon intends to bring a motion for a preliminary determination of certain issues in Staff's Statement of Allegations (the "Preliminary Determination Motion");

14. McKinnon consents to the terms of this Order;

15. The Commission is of the opinion that it is in the public interest to make this Order;

IT IS HEREBY ORDERED that:

1. The Preliminary Determination Motion shall be heard on November 6, 2015 at 10:00 a.m.;

2. The Third Appearance in this matter shall be held on November 16, 2015 at 9:00 a.m.;

3. PFAM and McKinnon shall make disclosure to Staff, by no later than 30 days before the date of the Third Appearance, of their witness lists and summaries and indicate any intention to call an expert witness, in which event they shall provide Staff with the name of the expert and state the issue or issues on which the expert will be giving evidence; and

4. The dates for the hearing on the merits and for the provision of expert affidavits or reports, if any, will be set at the Third Appearance.

DATED at Toronto this 17th day of September, 2015

"Christopher Portner"