Securities Law & Instruments

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, c. S-5, AS AMENDED

AND

IN THE MATTER OF

OFFSHORE MARKETING ALLIANCEand

WARREN ENGLISH

 

ORDER

(Section 127 and 127.1)

WHEREAS on December 20, 2002 the OntarioSecurities Commission (the "Commission") issued anAmended Notice of Hearing pursuant to sections 127 and 127.1of the Securities Act, R.S.O. 1990 c.S.5, as amended(the "Act") in respect of Offshore Marketing Allianceand Warren English;

AND WHEREAS Offshore Marketing Allianceand English entered into a settlement agreement with Staff ofthe Commission dated February 13, 2003 (the "SettlementAgreement") in which they agreed to a proposed settlementof the proceeding, subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreementand the Amended Statement of Allegations of Staff of the Commission,and upon hearing submissions from counsel for Offshore MarketingAlliance and English and from counsel for Staff of the Commission;

AND WHEREAS the Commission is of theopinion that it is in the public interest to make this Order;

IT IS ORDERED THAT:

(1) the Settlement Agreement dated February13, 2003 attached to this Order is hereby approved;

(2) pursuant to clause 2 of subsection 127(1)of the Act, English is hereby prohibited from trading in securitiesfor a period of 10 years from the date of this Order, withthe exception that he is permitted to trade in securitiesheld in a Registered Retirement Savings Plan in his name;

(3) pursuant to clause 6 of subsection 127(1)of the Act, English is hereby reprimanded by the Commission;

(4) pursuant to clause 7 of subsection 127(1)of the Act, English is hereby required to resign all positionsthat he currently holds as officer or director of any issuer;

(5) pursuant to clause 8 of subsection 127(1)of the Act, English is hereby prohibited from becoming oracting as an officer or director of any issuer for a periodof 15 years from the date of this Order;

(6) pursuant to subsection 127.1(1)(b) ofthe Act, English will make a payment to the Commission inthe amount of $10,000.00 in respect of a portion of the costsof Staff's investigation of this matter;

(7) pursuant to clause 2 of subsection 127(1)of the Act, Offshore Marketing Alliance is hereby permanentlyprohibited from trading in securities; and

(8) pursuant to clause 6 of subsection 127(1)of the Act, Offshore Marketing Alliance is hereby reprimandedby the Commission.

February 17, 2003.

"Robert W. Davis"                    "RobertL. Shirriff"

 

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED

AND

IN THE MATTER OF

OFFSHORE MARKETING ALLIANCEand

WARREN ENGLISH

 

SETTLEMENT AGREEMENT

I INTRODUCTION

1. By Amended Notice of Hearing dated December20, 2002, the Ontario Securities Commission announced thatit proposed to hold a hearing to consider whether, pursuantto sections 127 and 127.1 of the Ontario Securities Act, itis in the public interest for the Commission:

(a) to make an order that the respondentscease trading in securities, permanently or for such timeas the Commission may direct;

(b) to make an order that the respondentsbe reprimanded;

(c) to make an order that Warren Englishbe required to resign all positions that he holds as a directoror officer of any issuer;

(d) to make an order that Warren Englishbe prohibited from becoming or acting as a director or officerof an issuer permanently or for such time as the Commissionmay direct;

(e) to make an order that the respondentspay the costs of Staff's investigation in relation to thisproceeding;

(f) to make an order that the respondentspay the costs of this proceeding incurred by or on behalfof the Commission; and

(g) to make such other order as the Commissionmay deem appropriate.

II JOINT SETTLEMENT RECOMMENDATION

2. Staff of the Commission agree to recommendsettlement of the proceedings initiated in respect of therespondents by the Notice of Hearing in accordance with theterms and conditions set out below. The respondents agreeto the settlement on the basis of the facts agreed to as providedin Part III and consent to the making of an Order in the formattached as Schedule "A" on the basis of the factsset out in Part III.

III FACTS

3. The respondents agree to the facts thatfollow solely for the purposes of this agreement.

4. Offshore Marketing Alliance ("OMA")is incorporated under the laws of Belize as an InternationalBusiness Corporation, but carried on business in the Provinceof Ontario.

5. Warren English is a former resident ofPickering, Ontario and currently resides in Laval, Quebec.English is 56 years old, and is the sole officer and director,as well as the controlling mind, of OMA.

6. In the period between April, 1999 and December,2000, OMA traded in securities. The securities traded by OMAtook the form of "Prime Bank" trading contractsor programs.

7. OMA and English used e-mail messages tocommunicate the existence and terms of the trading programsand to solicit investment in the programs.

8. Neither OMA nor English has ever been registeredwith the Commission in any capacity under Ontario securitieslaw.

9. OMA and English's sale of the trading programsconstituted a distribution of securities for which no prospectushad been issued and no exemption was available, contrary tosection 53 of the Act.

10. By soliciting investments in the tradingprograms, English and OMA traded in securities and acted asadvisors without registration, contrary to section 25 of theAct.

Contravention of the Temporary Cease TradingOrder

11. On December 11, 2000, the Commission issueda temporary order requiring OMA and English to cease tradingin securities for a period of fifteen days (the "TemporaryOrder").

12. On December 20, 2000, the Commission orderedthat the Temporary Order be extended until the conclusionof the hearing, and ordered that the hearing be adjournedsine die.

13. On May 8, 2002, OMA and English tradedin securities by soliciting an Ontario resident to participatein a trading program. This trade constituted a violation ofthe Temporary Order.

Conduct Contrary to the Public Interest

14. The conduct of the respondents, as describedabove, was contrary to the public interest.

IV RESPONDENT'S POSITION

15. English states that he has no prior experiencein the financial services industry.

V TERMS OF SETTLEMENT

16. The respondents agree to the followingterms of settlement:

(a) pursuant to clause 2 of subsection 127(1)of the Act, English will be prohibited from trading in securities,with the exception of securities held in a registered retirementsavings plan in his name, for a period of 10 years, effectivethe date of the Order of the Commission approving this settlementagreement;

(b) pursuant to clause 6 of subsection 127(1)of the Act, English will be reprimanded by the Commission;

(c) pursuant to clause 8 of subsection 127(1)of the Act, English will be required to resign all positionsthat he holds as director or officer of an issuer, effectivethe date of the Order of the Commission approving this proposedsettlement agreement;

(d) pursuant to clause 8 of subsection 127(1)of the Act, English will be prohibited from becoming oracting as a director or officer of any issuer for a periodof fifteen years, effective the date of the Order of theCommission approving this proposed settlement agreement;

(e) pursuant to subsection 1 of section127.1 of the Act, English will make a payment of $10,000.00towards the costs of Commission Staff's investigation ofthis matter;

(f) pursuant to clause 2 of subsection 127(1)of the Act, Offshore Marketing Alliance will be permanentlyprohibited from trading in securities; and

(g) pursuant to clause 6 of subsection 127(1)of the Act, Offshore Marketing Alliance will be reprimandedby the Commission.

VI STAFF COMMITMENT

17. If this agreement is approved by the Commission,Staff will not initiate any complaint to the Commission orrequest the Commission to hold a hearing or issue any orderin respect of any conduct or alleged conduct of the respondentsin relation to the facts set out in Part III of this agreement.

VII PROCEDURE FOR APPROVAL OF SETTLEMENT

18. The approval of this agreement shall besought at a public hearing before the Commission scheduledfor such date as is agreed to by Staff and the respondentsin accordance with the procedures described herein and suchfurther procedures as may be agreed upon between Staff andthe respondents.

19. If this agreement is approved by the Commission,it will constitute the entirety of the evidence to be submittedrespecting the respondents in this matter and the respondentsagree to waive any right to a full hearing and appeal of thismatter under the Act.

20. If this agreement is approved by the Commission,the parties to this agreement will not make any statementthat is inconsistent with this agreement.

21. If, for any reason whatsoever, this agreementis not approved by the Commission, or the Order set forthin Schedule "A" is not made by the Commission:

(a) each of Staff and the respondents willbe entitled to proceed to a hearing of the allegations inthe Notice of Hearing and related Statement of Allegationsunaffected by this agreement; and

(b) the respondents further agree that theywill not raise in any proceeding this agreement or the negotiationor process of approval thereof as a basis for any attackon the Commission's jurisdiction, alleged bias, appearanceof bias, alleged unfairness or any other challenge thatmay otherwise be available.

VIII DISCLOSURE OF AGREEMENT

22. Staff or the respondents may refer toany part or all of this agreement in the course of the hearingconvened to consider this agreement. Otherwise, this agreementand its terms will be treated as confidential by all partiesuntil approved by the Commission, and forever if, for anyreason whatsoever, this agreement is not approved by the Commission.

23. Any obligation as to confidentiality shallterminate upon the approval of this agreement by the Commission.

IX EXECUTION OF SETTLEMENT AGREEMENT

24. This agreement may be signed in one ormore counterparts which together shall constitute a bindingagreement and a facsimile copy of any signature shall be aseffective as an original signature.

February 10, 2003.

"Warren English"
Warren English

February 10, 2003.

"Warren English"
Offshore Marketing Alliance
Per: Warren English

February 13, 2003.

"Michael Watson"
Staff of the Ontario Securities Commission
Per: Michael Watson