OSC | OSC Proceedings - Before the Commission

OSC Proceedings

      WHEREAS it appears to the Ontario Securities Commission (the “Commission”) that:

1. The individual respondents are Canadian residents;
2. The corporate respondents are neither reporting issuers nor registrants in Ontario;
3. With the exception of Alexander Poole (“Poole”), none of the respondents is registered with the Commission to trade in securities;
4. The respondents have traded in investments which appear to be “securities” as defined in section 1(1)(n) of the Securities Act, R.S.O., 1990 c.S.5, as amended (the “Act”);
5. Staff are conducting an investigation of the respondents. Based on Staff’s investigation to date, it appears that:
   
   1. the respondents have traded in securities and participated in unlawful distributions of securities, contrary to sections 25 and 53 of the Act; and
   2. certain directors or officers, including de facto directors and officers, have authorized, permitted or acquiesced in non-compliance with Ontario securities law;
6. Borealis International Inc., Synergy Group (2000) Inc., Len Zielke, David Prentice, Shane Smith, Derek Grigor and Earl Switenky are respondents in a proceeding and subject to cease trade orders issued by the Alberta Securities Commission;
7. It further appears that Shane Smith and Andrew Lloyd have breached Orders of the Commission dated December 7, 2006, December 20, 2006 and June 14, 2007; and
8. The Commission is of the opinion that it is in the public interest to make this order and that the time required to conclude a hearing could be prejudicial to the public interest.

      AND WHEREAS by Commission Order made April 4, 2007 pursuant to section 3.5(3) of the Act, the Commission authorized each of W. David Wilson, James E. A. Turner, Lawrence E. Ritchie, Robert L. Shirriff, Harold P. Hands, Paul K. Bates and David L. Knight, acting alone, to exercise the powers of the Commission to make Orders under section 127 of the Act;

      IT IS ORDERED pursuant to section 127(5) of the Act that:

1. pursuant to clause 2 of section 127(1), all trading in securities of the respondents, with the exception of Poole, shall cease;
2. pursuant to clause 2 of section 127(1), trading in any securities by the respondents, with the exception of Poole, shall cease;
3. pursuant to clause 3 of section 127(1), any exemptions contained in Ontario securities law do not apply to the respondents, with the exception of Poole; and
4. pursuant to clause 1 of section 127(1), the following terms and conditions are imposed on Poole’s registration: Poole shall be subject to monthly supervision by his sponsoring firm which, commencing November 30, 2007, will submit monthly supervision reports to the Commission (attention: Manager, Registrant Regulation) in a form specified by the Manager, Registrant Regulation, reporting details of Poole’s sales activities and dealings with clients.

      IT IS FURTHER ORDERED that pursuant to section 127(6) of the Act this order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by order of the Commission.

DATED at Toronto this 15^th day of November, 2007.

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