Proceedings

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IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, as amended

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IN THE MATTER OF
IRWIN BOOCK, STANTON DEFREITAS, JASON WONG,
SAUDIA ALLIE, ALENA DUBINSKY, ALEX KHODJAIANTS
SELECT AMERICAN TRANSFER CO.,
LEASESMART, INC., ADVANCED GROWING SYSTEMS, INC.,
INTERNATIONAL ENERGY LTD., NUTRIONE CORPORATION,
POCKETOP CORPORATION, ASIA TELECOM LTD.,
PHARM CONTROL LTD., CAMBRIDGE RESOURCES CORPORATION,
COMPUSHARE TRANSFER CORPORATION,
FEDERATED PURCHASER, INC., TCC INDUSTRIES, INC., FIRST NATIONAL
ENTERTAINMENT CORPORATION, WGI HOLDINGS, INC.
and ENERBRITE TECHNOLOGIES GROUP

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IN THE MATTER OF A SETTLEMENT AGREEMENT BETWEEN STAFF OF THE
ONTARIO SECURITIES COMMISSION AND IRWIN BOOCK

ORDER
(Subsection 127(1))



    WHEREAS by Amended Notice of Hearing dated January 5, 2012, the Ontario Securities Commission (the "Commission") announced that it proposed to hold a hearing, pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), to consider whether it is in the public interest to make orders, as specified therein, against Irwin Boock ("Boock"), Stanton DeFreitas ("DeFreitas"), Jason Wong ("Wong"), Saudia Allie ("Allie"), Alena Dubinsky ("Dubinsky"), Alex Khodjaiants ("Khodjaiants"), Select American Transfer Co., ("Select American"), LeaseSmart, Inc. ("LeaseSmart"), Advanced Growing Systems, Inc. (formerly, The Bighub.com, Inc.) ("Bighub"), NutriOne Corporation ("NutriOne"), International Energy Ltd. ("International Energy"), Pocketop Corporation (formerly, Universal Seismic, Inc.) ("Pocketop"), Asia Telecom Ltd. ("Asia Telecom"), Pharm Control Ltd. ("Pharm Control"), Cambridge Resources Corporation ("Cambridge Resources"), Compushare Transfer Corporation ("Compushare"), WGI Holdings, Inc. ("WGI Holdings"), Federated Purchaser, Inc. ("Federated Purchaser"), First National Entertainment Corporation ("First National"), TCC Industries, Inc. ("TCC Industries") and Enerbrite Technologies Group Inc. ("Enerbrite"). The Amended Notice of Hearing was issued in connection with the allegations as set out in the Amended Statement of Allegations of Staff of the Commission ("Staff") dated January 4, 2012;

    AND WHEREAS Boock entered into a settlement agreement with Staff dated February 7, 2012 (the "Settlement Agreement") in which Boock agreed to a proposed settlement of the proceeding commenced by the Amended Notice of Hearing dated January 5, 2012, subject to the approval of the Commission;

    AND WHEREAS on February 7, 2012, the Commission issued a Notice of Hearing pursuant to section 127 of the Act to announce that it proposed to hold a hearing to consider whether it is in the public interest to approve a settlement agreement entered into between Staff and Boock;

    AND UPON reviewing the Settlement Agreement, the Notices of Hearing, and the Statement of Allegations of Staff, and upon hearing submissions from Boock and from Staff;

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

    IT IS HEREBY ORDERED THAT:

  1. the Settlement Agreement is approved;
  2. pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Boock shall cease permanently from the date of the approval of the Settlement Agreement;
  3. pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Boock is prohibited permanently from the date of the approval of the Settlement Agreement;
  4. pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Boock permanently from the date of the approval of the Settlement Agreement;
  5. pursuant to clause 6 of subsection 127(1) of the Act, Boock is reprimanded;
  6. pursuant to clauses 8, 8.2, and 8.4 of subsection 127(1) of the Act, Boock is prohibited permanently from becoming or acting as a director or officer of any issuer, registrant, or investment fund manager from the date of the approval of the Settlement Agreement;
  7. pursuant to clause 8.5 of subsection 127(1) of the Act, Boock is prohibited permanently from becoming or acting as a registrant, as an investment fund manager or as a promoter from the date of the approval of the Settlement Agreement;
  8. pursuant to clause 9 of subsection 127(1) of the Act, Boock shall pay an administrative penalty in the amount of $70,000 for his failure to comply with Ontario securities law;
  9. pursuant to clause 10 of subsection 127(1) of the Act, Boock shall disgorge to the Commission the amount of $145,300 obtained as a result of his non-compliance with Ontario securities law;
  10. pursuant to section 127.1 of the Act, Boock shall pay costs of $55,000; and
  11. the payments ordered in paragraphs (h) and (i) shall be for allocation to or for the benefit of third parties other than Boock, including investors in LeaseSmart, Inc., Advanced Growing Systems Inc. (formerly the Bighub.com, Inc.), NutriOne Corporation, International Energy Ltd., Pocketop Corporation (formerly, Universal Seismic, Inc.), Asia Telecom Ltd., PharmControl Ltd., Cambridge Resources Corporation, Federated Purchaser, Inc., TCC Industries, Inc. and Enerbrite Technologies Group, in accordance with subsection 3.4(2)(b) of the Act.

    DATED at Toronto this 10th day of February, 2012.

 

" James E. A. Turner "
James E. A. Turner