Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c.S.5, AS AMENDED

AND

IN THE MATTER OF
FIRST FEDERAL CAPITAL (CANADA) CORPORATION and MONTE MORRIS FRIESNER

STATEMENT OF ALLEGATIONS OF STAFF OF THE
ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission ("Staff") make the following allegations:

1.First Federal Capital (Canada) Corporation ("First Federal") was incorporated under the laws of Ontario on January 7, 1999.

2.Monte Morris Friesner ("Friesner") is a resident of Toronto, Ontario. Friesner is the president and chief executive officer of First Federal.

3.First Federal has an advertisement on the Internet which encourages potential investors to invest in Asset Securitization Management Portfolios and promises to pay a return of at least 20% and up to 70% or more with no risk (the "trading programs").

4.Neither First Federal nor Friesner, is or has ever been, registered in any capacity under Ontario securities law.

5.The activities of First Federal and Friesner constitute trading in securities without registration, contrary to Ontario securities law.

6.The trading programs offered by First Federal and Friesner constitute a distribution of securities for which no prospectus was issued and no exemption was available, contrary to Ontario securities law.

Conduct Contrary To the Public Interest

7. The conduct of the respondents as described above contravened Ontario securities law and was contrary to the public interest.

8.Staff reserves the right to make such further and other allegations as Staff may submit and the Commission may permit.


December 12th, 2000.