BridgeMark Financial Corp., Jackson & Company Professional Corp., Anthony Kevin Jackson, Lukor Capital Corp., Justin Edgar Liu, Rockshore Advisors Ltd. (formerly known as Cam Paddock Enterprises Inc.), Cameron Robert Paddock, Simran Singh Gill, JCN Capital Corp., John Rosarino Bevilacqua, Essos Corporate Services Inc., Sway Capital Corp., Von Rowell Torres, David Matthew Schmidt, Detona Capital Corp., Danilen Villanueva, Natasha Jon Emami, Altitude Marketing Corp., Ryan Peter Venier, Platinum Capital Corp., 658111 B.C. Ltd., Jason Christopher Shull, Tryton Financial Corp., Abeir Haddad, Tavistock Capital Corp., Robert John Lawrence, Jarman Capital Inc., Scott Jason Jarman, Northwest Marketing and Management Inc., Aly Babu Husein Mawji, Rufiza Babu Husein Mawji-Esmail, Denise Marie Trainor, Randy White, Escher Invest SA, Hunton Advisory Ltd., Kendl Capital Limited, 1153307 B.C. Ltd., Russell Grant Van Skiver, Bertho Holdings Ltd., Robert William Boswell, Haight-Ashbury Media Consultants Ltd., Ashkan Shahrokhi, Saiya Capital Corporation, Tara Kerry Haddad, Keir Paul MacPherson, Tollstam & Company Chartered Accountants, Albert Kenneth Tollstam, 727 Capital, David Raymond Duggan, Viral Stocks Inc., 10X Capital, Cryptobloc Technologies Corp., New Point Exploration Corp., Green 2 Blue Energy Corp., BLOK Technologies Inc., Kootenay Zinc Corp., Affinor Growers Inc., Beleave Inc., Liht Cannabis Corp. (formerly known as Marapharm Ventures Inc.), PreveCeutical Medical Inc., Speakeasy Cannabis Club Ltd., and Abattis Bioceuticals Corp.

Decision and Reasons for Decision

I.          Introduction

1. On November 26, 2018, the Executive Director issued temporary orders and a notice of hearing against the respondents.  In this decision we will refer to Cryptobloc Technologies Corp., New Point Exploration Corp., Green 2 Blue Energy Corp., BLOK Technologies Inc., Kootenay Zinc Corp., Affinor Growers Inc., Beleave Inc., Liht Cannabis Corp. (formerly known as Marapharm Ventures Inc.), PreveCeutical Medical Inc., Speakeasy Cannabis Club Ltd. and Abattis Bioceuticals Corp., collectively as the “Issuer Respondents”.  All respondents, other than the Issuer Respondents, will be referred to as the “Non-Issuer Respondents”.
   
   
2. In the notice of hearing, the executive director alleged that:
   
   (a) members of the Non-Issuer Respondents entered into agreements to provide consulting services to the Issuer Respondents ,
   
   (b) members of the Non-Issuer Respondents paid for free-trading securities of the Issuer Respondents  through private placements,
   
   (c) the Issuer Respondents  issued securities through private placements to members of the Non-Issuer Respondents relying on the consultant exemption to the prospectus requirement in section 2.24 of National Instrument 45-106 (Consultant Exemption),
   
   (d) members of the Non-Issuer Respondents purported to be consultants under the Consultant Exemption but were not,
   
   (e) the Issuer Respondents  paid most of the private placement funds back to members of the Non-Issuer Respondents and kept very little of the money raised,
   
   (f) members of the Non-Issuer Respondents sold securities of the Issuer Respondents  in the market, often at prices below the private-placement acquisition cost,
   
   (g) the Issuer Respondents  issued news releases informing the market they raised the full amount of the private placement when they had only retained a small portion of the funds, and
   
   (h) by engaging in this conduct, the Non-Issuer Respondents engaged in conduct that is abusive to the capital markets, and the Issuer Respondents illegally distributed securities, contravening section 61 of the Act.
   
   
3. The original temporary orders imposed by the executive director were as follows:
   
   (a) under section 161(1)(b)(ii), that the Non-Issuer Respondents cease trading in, and are prohibited from purchasing, securities of the Issuer Respondents ,
   
   (b) under section 161(1)(c), that the Consultant Exemption does not apply to the Issuer Respondents  for a distribution to a consultant, and
   
   (c) under section 161(1)(c), that the Consultant Exemption does not apply to any issuer listed on the Canadian Securities Exchange (CSE) for a distribution to a Non-Issuer Respondent.
   
   
4. On December 7, 2018, we held a hearing with respect to an application by the executive director to extend these temporary orders.  The temporary orders were to expire on December 11, 2018.  At the completion of the hearing, we extended the original temporary orders until we issued our decision on that application.
   
   
5. On January 15, 2019, the panel issued its decision (2019 BCSECCOM 14) on the executive director’s application to extend the temporary orders.
   
   
6. Our decision was that it was necessary and in the public interest to extend and vary the original temporary orders against certain of the respondents as follows:
   
   (a) under section 161(1)(b)(ii), that Anthony Kevin Jackson, Lukor Capital Corp., Justin Edgar Liu, Rockshore Advisors Ltd. (formerly known as Cam Paddock Enterprises Inc.), Cameron Robert Paddock, Simran Sigh Gill, JCN Capital Corp., John Rosarino Bevilacqua, Essos Corporate Services Inc., Sway Capital Corp., Von Rowell Torres, Detona Capital Corp.,  Danilen Villanueva, Altitude Marketing Corp., Ryan Peter Venier, Platinum Capital Corp., 658111 B.C. Ltd., Jason Christopher Shull, Tavistock Capital Corp., Robert John Lawrence, Jarman Capital Corp., Scott Jason Jarman, Northwest Marketing and Management Inc., Rufiza Babu Husein Mawji-Esmail, Denise Marie Trainor, Aly Babu Husein Mawji, Escher Invest SA, Hunton Advisory Ltd., Randy White, Kendl Capital Limited, 1153307 B.C. Ltd., Russell Grant Van Skiver, Bertho Holdings Ltd., Robert William Boswell, Haight-Ashbury Media Consultants Ltd., Ashkan Shahrokhi, Keir Paul MacPherson, Tollstam & Company Chartered Accountants and Albert Kenneth Tollstam, cease trading in, and are prohibited from purchasing, securities of Cryptobloc, New Point, Green 2 and BLOK (the Trading Ban);
   
   (b) under section 161(1)(c), that the exemption under section 2.24 of National Instrument 45-106 does not apply to Cryptobloc, New Point, Green 2 and BLOK for a distribution to a consultant; and
   
   (c) under section 161(1)(b)(ii), that Jackson, Lukor, Liu, Cam Paddock Enterprises, Paddock, Gill, JCN, Bevilacqua, Essos, Sway, Torres, Detona, Villanueva, Altitude, Venier, Platinum, 658111 BC, Shull, Tavistock, Lawrence, Jarman, Scott Jarman, Northwest, Esmail, Trainor, Mawji, Escher, Hunton, White, Kendl, 1153307 BC, Van Skiver, Bertho, Boswell, Haight-Ashbury, Shahrokhi, MacPherson, Tollstam & Company and Tollstam, be prohibited from purchasing any securities of an issuer listed on the CSE that are distributed using the exemption set out in subparagraph (b) above (the Consultant Exemption Ban).
   
   
7. The original temporary orders against the remaining respondents were not extended or varied and expired on the date of our decision.
   
   
8. The hearing of the allegations set out in the notice of hearing was adjourned, without setting dates for the hearing itself, until 10:00 am on April 9, 2019.  The varied temporary orders set out in our decision were extended until April 10, 2019, unless further extended by application of the executive director or on our own motion.
   
   
9. On March 22, 2019, the executive director applied to further extend the varied temporary orders until a hearing was held and a decision rendered.  The executive director filed affidavit evidence and provided written and oral submissions in support of his application.
   
   
10. Jackson, Gill, Escher, Hunton, White, Kendl, 1153307 BC,  Van Skiver, Tollstam & Company, Tollstam, Altitude and Venier opposed the executive director’s application:
    
    (a) Jackson and Gill each filed an affidavit and provided written and oral submissions in support of their position on the application;
    
    (b) Escher, Hunton, White and Kendl provided oral submissions in support of their position on the application;
    
    (c) Van Skiver filed an affidavit on behalf of himself and 1153307 BC and provided oral submissions in support of their position on the application; and
    
    (d) Tollstam & Company, Tollstam, Altitude and Venier provided written and oral submissions in support of their position on the application.
    
    
11. Of the remaining respondents, to which the varied temporary orders applied, they either attended the hearing and did not take a position on the executive director’s application or did not attend the hearing of the executive director’s application for a further extension.
    
    
12. We find that all of those respondents who did not appear received notice of the hearing of the executive director’s application to further extend the varied temporary orders pursuant to section 180 of the Act.
    
    
13. At the conclusion of the hearing we reserved our decision and, considering it necessary and in the public interest, we extended the varied temporary orders until we reached a decision on the executive director’s application.
    
    
14. This is our decision and reasons in respect of that application.