IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED
- AND -
IN THE MATTER OF
EUSTON CAPITAL CORP. and GEORGE SCHWARTZ
(Sections 127(1) and (5))
WHEREAS it appears to the Ontario Securities Commission that:
1. Euston Capital Corp. is an Ontario corporation with offices in Toronto;
2. Euston is a reporting issuer in Nova Scotia. Euston is not a reporting issuer in Ontario;
3. George Schwartz is an Ontario resident and the President, Secretary and director of Euston;
4. Neither Euston nor Schwartz are registered with the Ontario Securities Commission to trade securities;
5. Euston securities were sold to members of the Canadian public by Schwartz and employees or agents of Euston in purported reliance upon OSC Rule 45-501 and Multilateral Instrument 45-103;
6. Euston and Schwartz are respondents in proceedings in other Canadian jurisdictions and are subject to cease trade orders in other Canadian jurisdictions;
7. Based on filings made with the Ontario Securities Commission, the findings of the Saskatchewan Financial Services Commission and the evidence before it, as well as the allegations in proceedings pending before the Alberta Securities Commission and the Manitoba Securities Commission, it appears that the respondents breached sections 25 and 53 of the Securities Act, R.S.O. 1990, c.S.5, as amended;
8. It appears that Euston and Schwartz held themselves out as engaging in the business of trading securities in Ontario and acted as market intermediaries without being registered pursuant to the Act; and
9. 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 November 1, 2005 pursuant to section 3.5(3) of the Act, any one of W. David Wilson, Paul M. Moore and Susan Wolburgh Jenah, acting alone, is authorized to make orders under section 127 of the Act;
IT IS ORDERED pursuant to section 127(5) of the Act that:
(a) pursuant to clause 2 of section 127(1), all trading in securities of Euston shall cease;
(b) pursuant to clause 2 of section 127(1), trading in any securities by Euston and Schwartz shall cease; and
(c) pursuant to clause 3 of section 127(1), any exemptions contained in Ontario securities law do not apply to the respondents.
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 1 st day of May, 2006.