Temporary Order: In the Matter of Buffalo Grand Hotel Inc. et al.

Order
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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
BUFFALO GRAND HOTEL INC., STINSON HOSPITALITY MANAGEMENT INC., STINSON HOSPITALITY CORP., RESTORATION FUNDING CORPORATION, and HARRY STINSON

TEMPORARY ORDER

(Subsections 127(1) and 127(5))

 

WHEREAS:

  1. it appears to the Ontario Securities Commission (the Commission) that:
    1. Buffalo Grand Hotel Inc. (BGHI) is a New York corporation, the owner of the Buffalo Grand Hotel, and entered into agreements with Ontario residents relating to investments in the Buffalo Grand Hotel;
    2. Stinson Hospitality Management Inc. (SHMI), formerly Stinson Hospitality Buffalo Inc., is an Ontario corporation that entered into agreements with Ontario residents relating to investments in the Buffalo Grand Hotel;
    3. Stinson Hospitality Corp. (SHC) is an Ontario Corporation that issued shares to investors in the Buffalo Grand Hotel;
    4. Restoration Funding Corporation (Restoration) is an Ontario corporation that received investor funds from Ontario residents for investments related to the Buffalo Grand Hotel;
    5. Harry Stinson (Stinson) is an Ontario resident and is the controlling shareholder and sole officer and director of BGHI, SHMI, SHC, and Restoration;
    6. BGHI, SHMI, SHC, Restoration, and Stinson (collectively, the Respondents) are not registered with the Commission in any capacity;
    7. the Respondents are not reporting issuers and have never filed a prospectus in Ontario with respect to the Buffalo Grand Hotel;
    8. the Respondents may have traded securities without registration and without an exemption to the registration requirement, contrary to section 25(1) of the Securities Act, R.S.O. 1990, c. S.5 (the Act);
    9. the Respondents may have traded securities without a prospectus being filed and receipted by the Director, and without an applicable exemption from the prospectus requirement, contrary to section 53(1) of the Act;
    10. The Respondents may have made a statement that a reasonable investor would consider relevant in deciding whether to enter into or maintain a trading relationship with the Respondents, where the statement may have been untrue, or omitted information necessary to prevent the statement from being false or misleading in the circumstances in which it was made, contrary to section 44(2) of the Act.
    11. The Respondents may have acted contrary to the public interest; and
    12. Staff are conducting an investigation into the conduct described above;
  2. the Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest as set out in subsection 127(5) of the Act;
  3. the Commission is of the opinion that it is in the public interest to make this Order; and
  4. by Authorization Order made January 24, 2020, pursuant to subsection 3.5(3) of the Act, each of Maureen Jensen, D. Grant Vingoe, Timothy Moseley, Mary Anne De Monte-Whelan, Garnet W. Fenn, Lawrence P. Haber, Craig Hayman, Raymond Kindiak, M. Cecilia Williams and Heather Zordel, acting alone, is authorized to make orders under section 127 of the Act;

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

  1. pursuant to clause 2 of subsection 127(1) of the Act, all trading in any securities by BGHI, SHMI, SHC, Restoration, and Stinson or by any person on their behalf shall cease, including but not limited to any act, advertisement, solicitation, conduct, or negotiation, directly or indirectly in furtherance of a trade;
  2. pursuant to clause 2 of subsection 127(1), all trading in securities related to the Buffalo Grand Hotel shall cease, including:
    1. trading relating to Buffalo Grand Hotel suites or ‘units’;
    2. trading relating to Buffalo Grand Hotel ‘wholesale room blocks’;
  3. pursuant to clause 3 of subsection 127(1), any exemptions contained in Ontario securities law do not apply to BGHI, SHMI, SHC, Restoration, and Stinson; and
  4. pursuant to subsection 127(6) of the Act, this order shall take effect immediately and shall expire on the 15th day after its making unless extended by order of the Commission.

DATED at Toronto, this 20th day of March, 2020.

    

/s/ Grant Vingoe, Vice-Chair