Momentas Corporation et al.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, C.S.5, AS AMENDED
AND
IN THE MATTER OF
MOMENTAS CORPORATION, HOWARD RASH,
ALEXANDER FUNT AND SUZANNE MORRISON
ORDER
(MALCOLM ROGERS)
WHEREAS on June 24, 2005, the Commission issued a Notice of Hearing pursuant to subsection 127(1) and section 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") and an accompanying Statement of Allegations;
AND WHEREAS the Respondent, Malcolm Rogers ("Rogers"), entered into a Settlement Agreement with Staff of the Commission dated April 3, 2006 (the "Settlement Agreement") in which he agreed to a proposed settlement of the proceeding, subject to the approval of the Commission;
AND WHEREAS the Commission issued a Notice of Hearing dated April 3, 2006 setting down the hearing to consider the settlement;
AND UPON reviewing the Settlement Agreement, the Notices of Hearing, the Statement of Allegations, and upon hearing submissions of counsel for Staff of the Commission and counsel for Rogers;
AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;
IT IS HEREBY ORDERED pursuant to subsection 127(1) of the Act that:
1. Rogers shall forthwith resign any positions that he holds as an officer and/or director of any issuer for a period of 3 years, except that he shall be permitted to act as an officer and/or director of his current employer, XtraKare Corporation of America Inc., or its affiliates, effective from the date of the order of the Commission approving the Settlement Agreement; and
2. Rogers shall be prohibited from becoming or acting as an officer and/or director of any issuer for a period of 3 years, except that he shall be permitted to act as an officer and/or director of his current employer, XtraKare Corporation of America Inc., or its affiliates, effective from the date of the order of the Commission approving the Settlement Agreement.
DATED this 4th day of April, 2006
"M. Theresa McLeod"
"Suresh Thakrar"