* , 2001 notice margaret alice coleman and judy gail koochin april 4, 2006 dn 2006-002 – coleman...

│Discipline Notice│

April 4, 2006 No. 2006-002

Suggested Routing • Trading • Legal and Compliance

Margaret Alice Coleman and Judy Gail Koochin

UMIR Provisions Contravened • 2.1(1)

Summary An RS Hearing Panel today approved a settlement agreement involving Margaret Alice Coleman and Judy Gail Koochin, both of CIBC World Markets Inc. of Calgary, AB, regarding orders they each entered on the TSX-V to purchase shares in Caribou Resources Corp. between June 24 and September 30, 2004 when they reasonably ought to have known that the entry of such orders reasonably could be expected to create an artificial price for that security, contrary to the just and equitable principles of trade under UMIR 2.1. Coleman was fined C$150,000 plus C$13,250 in costs. Koochin was fined C$75,000 plus C$6,562.50 in costs. Both of their trades entered on the TSX and TSX-V will be subject to strict supervision for six months.

Appendices

• Settlement Agreement

• Statement of Allegations

Questions / Further Information For further information or questions concerning this notice contact:

Gerry Halischuk Vice President, Market Regulation, Western Region

Telephone: 604.602.6925

Fax: 604.682.8514

e-mail: [email protected]

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DISCIPLINARY NOTICE


April 4, 2006

DN 2006-002 – Coleman and Koochin, April 4, 2006

Persons Disciplined

On April 4, 2006, a Hearing Panel of the Hearing Committee of Market Regulation Services Inc. (“RS”) approved a settlement agreement (the “Settlement Agreement”) concerning Margaret Alice Coleman (“Coleman) and Judy Gail Koochin (“Koochin”).

Requirement Contravened

Under the terms of the Settlement Agreement, Coleman and Koochin admit they contravened the following rule under the Universal Market Integrity Rules:

Between June 24 and September 30, 2004, Coleman and Koochin both entered orders on the TSX Venture Exchange to purchase shares in Caribou Resources Corp. when they ought reasonably to have known that the entry of such orders could reasonably be expected to create an artificial price for that security, contrary to the just and equitable principles of trade under UMIR 2.1.

Sanctions Approved

a) Coleman will pay RS a fine of $150,000.00.

b) Coleman will pay RS costs of $13,125.00. c) Coleman’s access to marketplaces that RS regulates (a “Marketplace”), including

the Toronto Stock Exchange and the TSX Venture Exchange, is restricted for six months on the following terms related to all activity associated to her Investment Advisor code, or any other identifier used by her employer to associate her client activity to her commissions or other compensation:

i) Coleman’s employer will review and approve, through its Head of Trading

under UMIR 7.1(4), or his or her delegate, every order submitted by Coleman to a Marketplace before it is sent to a Marketplace.

ii) Coleman’s employer, through its registered Chief Compliance Officer, or

his or her delegate, will review Coleman’s trades on a Marketplace daily and monthly, according to a sampling methodology acceptable to RS, the acceptance of which is not to be unreasonably withheld.

d) Within six months after the approval of this Settlement Agreement, Coleman will

complete, and provide proof to RS that she successfully completed, the Canadian Securities Institute’s Traders’ Training Course.

DISCIPLINARY NOTICE


April 4, 2006


The following sanctions were approved for Koochin:

a) Koochin will pay RS a fine of $75,000.00. b) Koochin will pay RS costs of $6,562.50. c) Koochin’s access to marketplaces that RS regulates (a “Marketplace”), including

the Toronto Stock Exchange and the TSX Venture Exchange, is restricted for six months on the following terms related to all activity associated to her Investment Advisor code, or any other identifier used by her employer to associate her client activity to her commissions or other compensation: i) Koochin’s employer will review and approve, through its Head of Trading

under UMIR 7.1(4), or his or her delegate, every order submitted by Koochin to a Marketplace before it is sent to a Marketplace.

ii) Koochin’s employer, through its registered Chief Compliance Officer, or

his or her delegate, will review Koochin’s trades on a Marketplace daily and monthly, according to a sampling methodology acceptable to RS, the acceptance of which is not to be unreasonably withheld.

d) Within six months after the approval of this Settlement Agreement, Koochin will

complete, and provide proof to RS that she successfully completed, the Canadian Securities Institute’s Traders’ Training Course.

Summary of Facts

Between June and September 2004, Coleman or Koochin entered twenty-seven orders to purchase shares of an issuer trading on the TSXV for their client. Their client had an interest in maintaining the market price of the issuer and directed all of the orders. Generally, their client reacted to preceding downticking trades or a series of downticking trades by giving instructions and terms that created orders, which established higher trade prices and filled existing lower priced bids. The client's trading history suggests a trade pattern designed to maintain the market price of the issuer within a pre-determined artificial price range. Given their experience as investment advisors, their access to market information as they entered each trade, their knowledge of the terms of each order, and their knowledge of the effect that each of the client’s order would have on the price of the issuer, they ought to have known that the entry of the client’s orders reasonably could have been expected to create an artificial price. However, each of them took inadequate steps or precautions to detect, monitor, or prevent the activity. Both of them failed to exercise their gatekeeper obligations and take further steps to ascertain the potentially manipulative nature of the client’s trading.

DISCIPLINARY NOTICE


April 4, 2006


Panel Members

Chair: Hon. Jean Whittow, Q.C., LL.B. Industry Member: Barbara Fraser Industry Member: William Wright Further Information

Participants who require additional information should direct questions to Gerry Halischuk, Vice President, Market Regulation, Western Region, Market Regulation Services Inc. at 604.602.6925.

About Market Regulation Services Inc. (RS) RS is the independent regulation services provider for Canadian equity marketplaces, including TSX, TSX Venture Exchange, CNQ, Bloomberg Tradebook Canada Company, Liquidnet Canada Inc. and BlockBook. RS is recognized by the securities commissions of British Columbia, Alberta, Manitoba, Ontario, and by the Autorité des marchés financiers in Québec to regulate the trading of securities on these marketplaces by participant firms and their trading and sales staff. RS helps protect investors and ensure market integrity by ensuring all equities transactions are executed properly, fairly and in compliance with trading rules.

OFFER OF SETTLEMENT

In the Matter of

The Universal Market Integrity Rules

and

Margaret Alice Coleman

A. INTRODUCTION

1. Market Regulation Services Inc. (“RS”) has investigated (the “Investigation”) the

conduct of Margaret Alice Coleman (“Coleman”).

2. The Investigation disclosed matters for which RS seeks certain sanctions against

Coleman pursuant to Rule 10.5 of the Universal Market Integrity Rules (“UMIR”).

3. If Coleman accepts this Offer of Settlement, the resulting settlement agreement

(the “Settlement Agreement”), which Coleman and RS have negotiated according to

UMIR Policy 10.8, Part 3, is subject to approval by a hearing panel (the “Hearing

Panel”) of the Hearing Committee appointed under UMIR Policy 10.8, Part 10.

4. If the Hearing Panel approves this Settlement Agreement, Coleman waives all

rights under UMIR to a hearing or to an appeal or review of these matters, all rights to a

hearing or review by any securities commission or any authority exercising any

regulatory jurisdiction over RS, and all rights to a judicial review of these proceedings.

5. RS and Coleman jointly recommend that the Hearing Panel accept this

Settlement Agreement.

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B. AGREEMENT AS TO REQUIREMENT CONTRAVENED

6. RS and Coleman agree that Coleman contravened the following Requirement:

Between 24 June 2004 and 30 September 2004 Margaret Alice Coleman entered orders on the TSX Venture Exchange to purchase shares in Caribou Resources Corp. when she ought reasonably to have known that the entry of such orders could reasonably be expected to create an artificial price for that security, contrary to the just and equitable principles of trade under UMIR 2.1.

C. ADMITTED FACTS

7. RS and Coleman agree on the admitted facts alleged in the Statement of

Allegations, attached as Appendix “A” to this Settlement Agreement.

D. DISPOSITION

8. For the contravention in paragraph 6 above, Coleman and RS have agreed on

the following disposition:

a) Coleman will pay RS a fine of $150,000.00.

b) Coleman will pay RS costs of $13,125.00.

c) Coleman’s access to marketplaces that RS regulates (a “Marketplace”),

including the Toronto Stock Exchange and the TSX Venture Exchange, is

restricted for six months on the following terms related to all activity

associated to her Investment Advisor code, or any other identifier used by

her employer to associate her client activity to her commissions or other

compensation:

i) Coleman’s employer will review and approve, through its Head of

Trading under UMIR 7.1(4), or his or her delegate, every order

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submitted by Coleman to a Marketplace before it is sent to a

Marketplace.

ii) Coleman’s employer, through its registered Chief Compliance

Officer, or his or her delegate, will review Coleman’s trades on a

Marketplace daily and monthly, according to a sampling

methodology acceptable to RS, the acceptance of which is not to

be unreasonably withheld.

d) Within six months after the approval of this Settlement Agreement,

Coleman will complete, and provide proof to RS that she successfully

completed, the Canadian Securities Institute’s Traders’ Training Course.

9. If the Hearing Panel accepts this Settlement Agreement, Coleman agrees to pay

the fine and costs referred to in paragraph 8 within 30 days of the Hearing Panel’s

acceptance.

E. PROCEDURES FOR ACCEPTANCE OF OFFER OF SETTLEMENT AND APPROVAL OF SETTLEMENT AGREEMENT

10. Coleman must deliver to RS written notice of her acceptance of this Offer of

Settlement on or before 20 calendar days after service of this Offer of Settlement.

11. RS and Coleman will present this Settlement Agreement to a Hearing Panel at a

public hearing (the “Approval Hearing”) held to approve the Settlement Agreement,

according to UMIR Policy 10.8 and any other procedures to which the parties may

agree. Coleman acknowledges that RS will notify the public and media of the Approval

Hearing in such manner and by such media as RS sees fit.

12. Pursuant to UMIR Policy 10.8, Part 3.4, the Hearing Panel may accept or reject

this Settlement Agreement.

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13. If the Hearing Panel accepts the Settlement Agreement, then:

a) this matter becomes final;

b) there can be no appeal or review of the matter;

c) the disposition of the matter agreed upon in this Settlement Agreement will

be included in RS’s permanent record of Coleman; and,

d) RS will publish a summary of the Requirements contravened, the facts,

and the disposition agreed upon in the Settlement Agreement.

14. If the Hearing Panel rejects the Settlement Agreement, then RS may proceed

with a hearing of the matter before a differently constituted Hearing Panel pursuant to

UMIR Policy 10.8, Part 3.7 and this Settlement Agreement may not be referred to

without the consent of both parties.

F. OTHER MATTERS

15. Coleman agrees that if she fails to comply with any part of the Settlement

Agreement, then RS may enforce this settlement in any manner it deems appropriate

and may, among other enforcement methods, suspend Coleman’s access to

marketplaces regulated by RS until RS determines that Coleman has fully complied with

the Settlement Agreement.

16. Coleman agrees that neither she, nor anyone on her behalf, will make a public

statement inconsistent with this Settlement Agreement.

IN WITNESS WHEREOF the parties have signed this Settlement Agreement as of the dates noted below.

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Dated in the City of Calgary, Province of Alberta on the th day of February 2006

Witness Signature Margaret Alice Coleman

Name of Witness

Address of Witness

Dated in the City of Vancouver, Province of British Columbia on the th day of February 2006

Witness Signature Gerry Halischuk Vice President, Market Regulation, Western Region Market Regulation Services.

Name of Witness

Address of Witness

55

6

This foregoing Settlement Agreement is hereby accepted this ___ day of ________ 2006,

by the following hearing panel constituted to review the terms thereof:

Panel Chair

Panel Member Panel Member

6

IN THE MATTER OF

THE UNIVERSAL MARKET INTEGRITY RULES

AND

IN THE MATTER OF

MARGARET ALICE COLEMAN and JUDY GAIL KOOCHIN

I. REQUIREMENTS CONTRAVENED

1. It is agreed that:

Between 24 June 2004 and 30 September 2004 (the “Relevant Period”), Margaret Alice Coleman and Judy Gail Koochin each entered orders on the TSX Venture Exchange to purchase shares in Caribou Resources Corp. when they reasonably ought to have known that the entry of such orders reasonably could be expected to create an artificial price for that security, contrary to the just and equitable principles of trade under UMIR 2.1.

2. Schedule "A" attaches the relevant sections of UMIR.

II. RELEVANT FACTS AND CONCLUSIONS REACHED

Parties 3. CIBC World Markets Inc. ("CIBC-WM") is registered as an investment dealer and

is a Participating Organization of the Toronto Stock Exchange and a Member of

the TSX Venture Exchange (the “TSXV”). During the Relevant Period, CIBC-WM

Offer of Settlement Appendix A Statement of Allegations

7

operated a branch office in the City of Calgary, Province of Alberta, referred to as

its "Bow Valley" branch.

4. Margaret Alice Coleman ("Coleman") is a First Vice President (Trading Officer)

and Registered Representative at CIBC-WM and has been since 14 July 2004.

She is an officer of CIBC-WM. Since 1989, she has been registered as a

Registered Representative with the former Alberta Stock Exchange and

Vancouver Stock Exchange and has been registered as Senior Vice President

(Trading) with the Alberta Stock Exchange since 1994 and Associate Vice

President (Trading) with the Vancouver Stock Exchange since 1991. During the

Relevant Period, she worked at CIBC-WM's Bow Valley Branch.

5. Judith Gail Koochin ("Koochin") has been registered as a registered futures

contract representative from 1976 until January 1990. Since April 2002, Koochin

has been registered as an investment representative at CIBC-WM. Since 1994,

Koochin was registered with the Alberta Stock Exchange as a registered

representative. During the Relevant Period, Koochin served, and still serves, as

Coleman's securities assistant at CIBC-WM's Bow Valley Branch.

6. CIBC-WM provided Coleman and Koochin with the ability to submit orders to the

TSXV through a computerized order management and routing system (“OMS

Access”). Subject to any controls or filters that CIBC-WM could have placed on

Coleman and Koochin's OMS Access, Coleman and Koochin could, for all

practical purposes, submit orders to the TSXV on their clients' behalf.

7. Coleman knew about all of Koochin's material contact with Coleman's clients and

the orders which Koochin entered for Coleman's clients because of the following:

(a) As Koochin’s supervisor, Coleman sat close to Koochin, heard Koochin’s

phone conversations, and specifically listened to Kocchin’s conversations

with Coleman’s clients.

(b) Coleman often monitored Koochin's orders often as Koochin entered

them.

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(c) Coleman reviewed Koochin's trades several times a day during the trading

day.

(d) Coleman reviewed all of the day's trades that both she and Koochin

executed.

The Traded Issuer

8. Caribou Resources Corp. (“CBU”) is a company incorporated in Alberta whose

shares are a listed security on the TSXV.

9. On 16 June 2004, CBU and another TSXV company (the “Target Company”)

announced a plan of arrangement in which CBU would acquire all of the issued

and outstanding shares of the Target Company.

10. On 24 June 2004, CBU's shares began trading on the TSXV. On 30 September

2004, CBU completed its arrangement with the Target Company.

11. One of Coleman’s corporate clients had a significant equity interest in the Target

Company (the “Client”). The Client's corporate secretary also personally owned

a significant equity interest in the Target Company, was a director of the Target

Company, and had known Coleman for many years.

The Manipulation

12. During the Relevant Period, either Coleman or Koochin entered twenty-seven

orders to purchase CBU shares on the TSXV (collectively and individually

referred to as the “Orders” as the case may be) for the Client.

13. Schedule "B" to this Statement of Allegations summarizes the Orders. Schedule

"B" shows the date on which the Orders were entered, whether Coleman or

Koochin entered the order (the two orders showing the IA as "na" indicates an

assistant who entered the purchase orders, though still for the Client and under

Coleman's supervision), the entered volume and limit price of the Orders, the sell

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order quantity and price which filled the Orders, and a short narrative description

of the effect that the Orders had on the market price of the shares of CBU.

14. Generally, the Client reacted to preceding downticking trades or a series of

downticking trades by giving instructions and terms that created orders which

established higher trade prices and filled existing lower priced bids (the “Order

Terms”).

15. During the Relevant Period, the Client never sold CBU.

16. The Client, a client, who had an interest in maintaining the market price of CBU,

directed all of the Orders.

17. The Client's trading pattern suggests that the Client intended to maintain the

market price of CBU within a pre-determined range. The market price of CBU

was maintained within what appears to be a pre-determined range at prices that

were not justified by the real demand or supply of CBU.

18. The Orders reasonably could have been expected to create an artificial price for

the shares of CBU during the Relevant Period.

Coleman and Koochin's Participation in the Orders

19. Either Koochin or Coleman entered each of the Orders (other than two orders

entered by another trading assistant) through the OMS Access at the Bow Valley

branch.

20. Whenever Coleman or Koochin entered an Order, each knew or ought to have

known of the Order Terms and the following facts when each entered an Order

(the "Red Flags"):

(a) the identity of the Client;

(b) the relationship between the Client, the target company, and CBU;

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(c) that a proposed merger between CBU and the target company had been

announced in or around 16 June 2004;

(d) the small volume of each Order;

(e) the timing of each Order;

(f) the use of limit prices for each Order;

(g) the last price at which CBU shares traded before entering an Order;

(h) the best bid and offer price for CBU shares prevailing at the time each

entered an Order;

(i) the Client's pattern of ordering such trades; and

(j) the effect that each Order would have on the market price of CBU.

21. The basis upon which Coleman and Koochin knew or ought to have known of the

Order Terms and Red Flags includes the following facts:

(a) the Client was Coleman's client;

(b) Coleman and the Client's corporate secretary had known one another for

many years;

(c) CIBC-WM provided Coleman and Koochin with contemporaneous market

data, and, at all times, Koochin and Coleman could and frequently did

review the last market price and best bid and offer price of CBU before

entering the Orders and often provided such contemporaneous market

data to the Client before taking Orders;

(d) Coleman and Koochin could have seen an upticking effect on the market

price of CBU caused by the entry of Orders;

(e) RS published Market Integrity Notice 2002-021 on 16 December 2002

entitled "Prohibition Against Establishing Artificial Prices" in which RS

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specifically warned Participants about orders that attempt to "maintain the

trading price, ask price, or bid price within a predetermined range" and the

Participant's responsibility, and specifically the person or persons

responsible for handling the order, not to enter such orders.

22. Both Coleman and Koochin ought to have known of their obligations to monitor

suspicious orders coming from clients because they were both experienced

registered representatives and had read and understood CIBC-WM's compliance

manual which specifically warned its employees to watch for and review

potentially manipulative trades.

23. Given the following facts:

(a) their personal observation of the Red Flags and the Order Terms;

(b) their personal knowledge of the Client and its business;

(c) their length of experience;

(d) their personal handling of the Orders; and

(e) their familiarity with the sources of knowledge referred to in paragraph 21;

each of Coleman and Koochin ought to have known that the entry of the Orders

reasonably could have been expected to create an artificial price in the shares of

CBU.

24. On noting the Red Flags and the Order Terms, a reasonably prudent Participant's

employee would have questioned the Client further, referred the trading to a

supervisor or someone with the authority to review trades for their compliance

with all regulatory requirements, or refused to execute the Orders, or a

combination of all of these steps, before or after entering an Order.

25. Except in one instance, Coleman and Koochin failed to question the Client about

any Order, refer any Order to CIBC-WM's compliance department, or refuse to

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execute an Order. They each ignored the Red Flags and executed the Orders

without question.

26. The exception referred to in paragraph 25 was in the summer of 2004 when

Coleman noticed that the Client was making small volume purchases in CBU.

She did not refer the trading to her Branch Manager, or anyone else at CIBC-WM

compliance. She did not question the Client about the Orders. Instead, she only

asked the Client to clarify its investment strategy. She accepted the Client's

explanation without question or further review.

III. CONCLUSION

27. Under UMIR 10.4(1)(a), Koochin and Coleman, each by her conduct, failed to act

according to the just and equitable principles of trade when trading on the TSXV,

and therefore contravened UMIR 2.1.

February , 2006 Market Regulation Services Inc. Suite 2600 – 650 West Georgia Street Vancouver, BC

Investigations and Enforcement Phone: 604.602.6997 Fax: 604.682.8514

To: Margaret Coleman and Gail Koochin c/o Respondent's counsel

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PART 2 – ABUSIVE TRADING 2.1 Just and Equitable Principles

(1) A Participant shall transact business openly and fairly and in accordance with just and equitable principles of trade when:

(a) trading on a marketplace; or

(b) trading or otherwise dealing in securities which are eligible to be traded on a marketplace.

(2) An Access Person shall transact business openly and fairly when:



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Offer of Settlement Appendix A Statement of Allegations Schedule A

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Trade # Order Date

Buy Order Time (EST) IA

Buy Order Quantity

Buy Order Price

Fill Quantity

Fill prices Price Effect Explanation

Reactive Order/Trade

Immediately Preceding a Downtick

Limit Order

Last Board Lot Trade

>15:30 EST

High Close

Koo 1,400 $2.80 None 1

100 $3.10 +30 cents 1 1

Koo 500 1 1 1 1

500 1 1 1 1 1

Koo 100 $2.20 100 @ +20 cents; 1 1 1

1000 $2.30 1,000 @ +10 cents 1 1 1 1 1 1

4

19/07/2004 15:16:44 Koo 1000 $2.30 1000 $2.30 +30 cents

The immediately preceding 2 board lot trades on July 19 lowered the price $0.29. Buy order upticks stock $0.30 as last transaction of the day. 1 1 1 1 1

5

21/07/2004 10:05:26 Koo 500 $2.29 500 $2.29 +28 cents

The preceding board lot trade was on 20 July 2004 and resulted in $0.29 downtick. Buy order results in $0.28 uptick. Only trade of the day. 1 1 1 1 1

Koo 1500 $2.25 1,500 @ +24 cents; 1 1

100 $2.29 100 @ +4 cents; 1 1

400 $2.30 400 @ +1 cent. 1 1 1 1 1

Cole 200 $2.28 200 @ +27 cents; 1 1 1

300 $2.29 300 @ +1 cent. 1 1 1 1 1 1

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05/08/2004 13:53:41 Cole 500 $2.15 500 $2.15 +13 cents

The preceding trading between August 3 and 5 caused $0.27 downticks. The trading on August 05 and 09 restore the price. 1 1 1 1

Koo 600 $2.15 600 @ None; 1 1

200 $2.28 200 @ +13 cents; 1 1

200 $2.29 200 @ +1 cent. 1 1 1 1 1

Koo 200 $2.28 200 @ +12 cents; 1 1

2

1

9

7

6

3

10

Initial trade of day at $2.01 causing a $0.29 downtick, negating uptick of previous day. Buy order took out offer at $2.28, causing a high-close and late day uptick of $0.29.

Unrelated party downticks price $0.14 in

Buy order takes out existing offer at $2.80 and raises the market price to $3.10. Only two outstanding sell orders in the market at the time of the trade were 1,409 shares at $2.80 and 3,000 shares at $3.10

Preceding board lot trade lowered price by $0.45. Buy order at $2.75 hits the outstanding ask with no other bids near the level of $2.75.Independent trade downtick price $0.20 on July 08. Price lowered $0.30 on July 09 in unrelated trading. Buy order creates uptick of $0.30 in late trading and created a high close on July 09.

Preceding board lot trade was on 28 July 2004 and resulted in $0.28 downtick. Only trade on 29 July 2004 is buy order creating $0.29 uptick and a high close.

Buy order was only board lot trading on day. Trade, the only board lot trading since Framfield's high close on August 05, caused $0.14 uptick and a high close.

15:47:23

09/08/2004 1000 $2.29 10:29:11

15:51:27

29/07/2004 2000 $2.30 10:15:38

30/07/2004 500 $2.29

02/07/2004 1000 $2.75 15:40:39 $2.75

09/07/2004 1100 $2.30

500 @ +45 cents; and 500 @ zero uptick

24/06/2004 1,500 $3.10 13:06:32

Offer of Settlement Appendix A Statement of Allegations Schedule B

15

Trade # Order Date


Buy Order Quantity

Buy Order Price

Fill Quantity




Limit Order


>15:30 EST

High Close

300 $2.30 300 @ +2 cents. 1 1

1110/08/2004 12:30:56 Cole 500 $2.30 500 $2.30 +5 cents

At 12:22:23, trade executes causing $0.05 downtick to $2.25. Buy order restores price by exactly $0.05. 1 1 1

Koo 1500 $2.30 1,500 @ +5 cents; 1 1

500 $2.50 500 @ +20 cents. 1 1 1 1 1

Koo 100 $2.50 100 @ +20 cents; 1 1

100 $2.75 100 @ +25 cents; 1 1 1 1

200 $2.75 200 @ zero uptick 1

100 $2.75 100 @ zero uptick. 1 1

Koo 800 $2.69 800 @ +19 cents; 1 1

100 $2.70 100 @ +1 cent. 1 1 1 1 1

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18/08/2004 13:24:08 Koo 500 $2.50 500 $2.50 +20 cents.

No material trading in the stock on 16 and 17 August 2004. On 18 August 2004, unrelated party downticks stock by $0.45 to $2.25 at 12:11:36, Framfield buy order upticks stock $0.20 and closes at $2.50. 1 1 1

17

24/08/2004 15:43:44 Koo 500 $2.50 500 $2.50 +1 cent.

No trading during the period 19 August 2004 to 23 August 2004. Unrelated party downticks stock $0.01 to $2.49 at 2:17:51 in the only other board lot trade of the day. Buy order restores price by same uptick. 1 1 1 1 1

11:26:56 Koo 500 $2.10 100 $2.10 100 @ +40 cents; 1 1

15

14

13

10

900 $2.70

10/08/2004 500 $2.30 10:33:10

11/08/2004 2000 $2.50

day's opening trade at 10:27:03. Buy order restores price exactly.

Unrelated buyer downticks price $0.05 in preceding board lot trade. Buy order five minutes later upticks price $0.25 and creates high-close.

Unrelated party downticks stock $0.20 in first board lot trade of day to $2.30. Buy order upticks stock $0.45 on low volumes and high-closes stock.Unrelated party downticks stock $0.25 in first trade of day at 3:12:23. In last trade of day, buy order upticks stock $0.20 and high-closes to $2.70.

From 1 September 2004 to 9 September 2004, stock is downticked $0.79 to $1.70, $0.45 of which occurred in the immediately preceding board lot trades. Buy order entered to uptick stock to restore the $0.45 downtick. Buy order changed several times

12/08/2004 500 $2.75 11:45:15

13/08/2004 15:24:10

13:40:44


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Trade # Order Date


Buy Order Quantity

Buy Order Price

Fill Quantity




Limit Order


>15:30 EST

High Close

11:33:12 400 $2.15 400 $2.15 400 @ +5 cents. 1 1 1 1 1

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20/09/2004 10:18:06 Koo 500 $2.15 500 $2.15 +45 cents.

On 17 Sep, unrelated party downticks stock $0.20. The next trading day, 20 Sep, party downticks stock another $0.25 to $1.70 in the first trade of the day at 09:41:54. Buy order causes $0.45 uptick and high-closed. 1 1 1 1 1

Koo 10000 $2.10 10,000 @ -5 cents; 1 1

800 $2.15 800 @ +5 cents 1 1

1600 $2.15 1600 @ zero uptick 1 1

600 $2.15 600 @ zero uptick 1 1 1

Koo 100 $2.10 100 @ +35 cents; 1 1

1500 $2.10 1500 @ zero uptick; 1 1

400 $2.15 400 @ +5 cents. 1 1 1

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24/09/2004 13:10:39 Turner 100 $2.10 100 $2.10 +35 cents

Same unrelated party causes $0.40 downtick to $1.75 at 12:44:43. Buy order upticks stock $0.35 to $2.10 on a single board lot of 100 shares. 1 1

Turner 100 $2.10 1 1

300 $2.15 1 1 1

24 27/09/2004 10:19:56 Koo 1000 $2.25 1000 $2.25 +10 cents.Buy order high-close as only order of the day. 1 1 1 1

25

28/09/2004 12:00:50 Koo 500 $2.24 500 $2.24 +43 cents.

Unrelated party causes $0.44 downtick at 09:48:09. Buy order causes $0.43 uptick at 12:02:26. A hit on an outstanding buy order downticks stock $0.43 as last trade of day. 1 1 1

23

21

20

18

100 @ None; 300 @ +5 cents.

Further buy order on same day restores price to $2.15 causing $0.05 uptick to create a high close of $2.15 for the day.

– it started at 11:15:59 as an order for 500 shares at $2.15 which immediately froze and was cancelled at 11:18:15. The buy order was then entered as an order for 500 shares at $1.85 at 11:18:50, CFO'd to $1.95 at 11:23:11, CFO'd again to $2.10 at 11:26:56. The balance order for 400 shares was CFO'd to $2.15 at 11:33:12. No other trades.

These trades consolidate the price at $2.15 by taking out a sizeable offer at $2.10

Unrelated party downticks stock $0.40 to $1.75 in the immediately preceding board lot trade at 11:56:57. Buy order restores price to $2.15. 12:39:51

400 $2.15 24/09/2004 13:12:32

24/09/2004 13000 $2.15 11:21:57

24/09/2004 2080 $2.15

09/09/2004


17

Trade # Order Date


Buy Order Quantity

Buy Order Price

Fill Quantity




Limit Order


>15:30 EST

High Close

26

29/09/2004 10:21:31 Koo 500 $2.00 500 $2.00 +19 cents.

The following trading day, buy order restores some of the earlier day's $0.43 end-of-day downtick in first trade of the day. The only other trade of the day was a subsequent $0.19 downtick. 1 1 1

27 04/10/2004 15:15:11 Koo 500 $2.25 500 $2.25500 @ + 25 cents Restores day's earlier downtick 1 1 1 1

Totals: 44 18 45 16 7 1993.617021 66.666667 100 59.25925926 25.93 70.37


18

OFFER OF SETTLEMENT

In the Matter of

The Universal Market Integrity Rules

and

Judy Gail Koochin

A. INTRODUCTION

1. Market Regulation Services Inc. (“RS”) has investigated (the “Investigation”) the

conduct of Judy Gail Koochin (“Koochin”).

2. The Investigation disclosed matters for which RS seeks certain sanctions against

Koochin pursuant to Rule 10.5 of the Universal Market Integrity Rules (“UMIR”).

3. If Koochin accepts this Offer of Settlement, the resulting settlement agreement

(the “Settlement Agreement”), which Koochin and RS have negotiated according to

UMIR Policy 10.8, Part 3, is subject to approval by a hearing panel (the “Hearing

Panel”) of the Hearing Committee appointed under UMIR Policy 10.8, Part 10.

4. If the Hearing Panel approves this Settlement Agreement, Koochin waives all

rights under UMIR to a hearing or to an appeal or review of these matters, all rights to a

hearing or review by any securities commission or any authority exercising any

regulatory jurisdiction over RS, and all rights to a judicial review of these proceedings.

5. RS and Koochin jointly recommend that the Hearing Panel accept this Settlement

Agreement.

1

B. AGREEMENT AS TO REQUIREMENT CONTRAVENED

6. RS and Koochin agree that Koochin contravened the following Requirement:

Between 24 June 2004 and 30 September 2004 Judy Gail Koochin entered orders on the TSX Venture Exchange to purchase shares in Caribou Resources Corp. when she ought reasonably to have known that the entry of such orders could reasonably be expected to create an artificial price for that security, contrary to the just and equitable principles of trade under UMIR 2.1.

C. ADMITTED FACTS

7. RS and Koochin agree on the admitted facts alleged in the Statement of

Allegations, attached as Appendix “A” to this Settlement Agreement.

D. DISPOSITION

8. For the contraventions in paragraph 6 above, Koochin and RS have agreed on

the following disposition:

a) Koochin will pay RS a fine of $75,000.00.

b) Koochin will pay RS costs of $6,562.50.

c) Koochin’s access to marketplaces that RS regulates (a “Marketplace”),

including the Toronto Stock Exchange and the TSX Venture Exchange, is

restricted for six months on the following terms related to all activity

associated to her Investment Advisor code, or any other identifier used by

her employer to associate her client activity to her commissions or other

compensation:

i) Koochin’s employer will review and approve, through its Head of

Trading under UMIR 7.1(4), or his or her delegate, every order

22

submitted by Koochin to a Marketplace before it is sent to a

Marketplace.

ii) Koochin’s employer, through its registered Chief Compliance

Officer, or his or her delegate, will review Koochin’s trades on a

Marketplace daily and monthly, according to a sampling

methodology acceptable to RS, the acceptance of which is not to

be unreasonably withheld.

d) Within six months after the approval of this Settlement Agreement,

Koochin will complete, and provide proof to RS that she successfully

completed, the Canadian Securities Institute’s Traders’ Training Course.

9. If the Hearing Panel accepts this Settlement Agreement, Koochin agrees to pay

the fine and costs referred to in paragraph 8 within 30 days of the Hearing Panel’s

acceptance.

E. PROCEDURES FOR ACCEPTANCE OF OFFER OF SETTLEMENT AND APPROVAL OF SETTLEMENT AGREEMENT

10. Koochin must deliver to RS written notice of her acceptance of this Offer of

Settlement within 20 days after service of this Offer of Settlement.

11. RS and Koochin will present this Settlement Agreement to a Hearing Panel at a

public hearing (the “Approval Hearing”) held to approve the Settlement Agreement,

according to UMIR Policy 10.8 and any other procedures to which the parties may

agree. Koochin acknowledges that RS will notify the public and media of the Approval

Hearing in such manner and by such media as RS sees fit.

12. Pursuant to UMIR Policy 10.8, Part 3.4, the Hearing Panel may accept or reject

this Settlement Agreement.

33

13. If the Hearing Panel accepts the Settlement Agreement, then:

a) this matter becomes final;

b) there can be no appeal or review of the matter;

c) the disposition of the matter agreed upon in this Settlement Agreement will

be included in RS’s permanent record of Koochin; and,

d) RS will publish a summary of the Requirements contravened, the facts,

and the disposition agreed upon in the Settlement Agreement.

14. If the Hearing Panel rejects the Settlement Agreement, then RS may proceed

with a hearing of the matter before a differently constituted Hearing Panel pursuant to

UMIR Policy 10.8, Part 3.7 and this Settlement Agreement may not be referred to

without the consent of both parties.

F. OTHER MATTERS

15. Koochin agrees that if she fails to comply with any part of the Settlement

Agreement, then RS may enforce this settlement in any manner it deems appropriate

and may, among other enforcement methods, suspend Koochin’s access to

marketplaces regulated by RS until RS determines that Koochin has fully complied with

the Settlement Agreement.

16. Koochin agrees that neither she, nor anyone on her behalf, will make a public

statement inconsistent with this Settlement Agreement.

IN WITNESS WHEREOF the parties have signed this Settlement Agreement as of the dates noted below.

44

Dated in the City of Calgary, Province of Alberta on the th day of February, 2006

Witness Signature Judy Gail Koochin

Name of Witness

Address of Witness

Dated in the City of Vancouver, Province of British Columbia on the th day of February, 2006

Witness Signature Gerry Halischuk Vice President, Market Regulation, Western Region Market Regulation Services.

Name of Witness

Address of Witness

55

6

This foregoing Settlement Agreement is hereby accepted this ___ day of _______ 2006,

by the following hearing panel constituted to review the terms thereof:

Panel Chair

Panel Member Panel Member

6

IN THE MATTER OF

THE UNIVERSAL MARKET INTEGRITY RULES

AND

IN THE MATTER OF

MARGARET ALICE COLEMAN and JUDY GAIL KOOCHIN

I. REQUIREMENTS CONTRAVENED

1. It is agreed that:

Between 24 June 2004 and 30 September 2004 (the “Relevant Period”), Margaret Alice Coleman and Judy Gail Koochin each entered orders on the TSX Venture Exchange to purchase shares in Caribou Resources Corp. when they reasonably ought to have known that the entry of such orders reasonably could be expected to create an artificial price for that security, contrary to the just and equitable principles of trade under UMIR 2.1.

2. Schedule "A" attaches the relevant sections of UMIR.

II. RELEVANT FACTS AND CONCLUSIONS REACHED

Parties 3. CIBC World Markets Inc. ("CIBC-WM") is registered as an investment dealer and

is a Participating Organization of the Toronto Stock Exchange and a Member of

the TSX Venture Exchange (the “TSXV”). During the Relevant Period, CIBC-WM

Offer of Settlement Appendix A

7

operated a branch office in the City of Calgary, Province of Alberta, referred to as

its "Bow Valley" branch.

4. Margaret Alice Coleman ("Coleman") is a First Vice President (Trading Officer)

and Registered Representative at CIBC-WM and has been since 14 July 2004.

She is an officer of CIBC-WM. Since 1989, she has been registered as a

Registered Representative with the former Alberta Stock Exchange and

Vancouver Stock Exchange and has been registered as Senior Vice President

(Trading) with the Alberta Stock Exchange since 1994 and Associate Vice

President (Trading) with the Vancouver Stock Exchange since 1991. During the

Relevant Period, she worked at CIBC-WM's Bow Valley Branch.

5. Judith Gail Koochin ("Koochin") has been registered as a registered futures

contract representative from 1976 until January 1990. Since April 2002, Koochin

has been registered as an investment representative at CIBC-WM. Since 1994,

Koochin was registered with the Alberta Stock Exchange as a registered

representative. During the Relevant Period, Koochin served, and still serves, as

Coleman's securities assistant at CIBC-WM's Bow Valley Branch.

6. CIBC-WM provided Coleman and Koochin with the ability to submit orders to the

TSXV through a computerized order management and routing system (“OMS

Access”). Subject to any controls or filters that CIBC-WM could have placed on

Coleman and Koochin's OMS Access, Coleman and Koochin could, for all

practical purposes, submit orders to the TSXV on their clients' behalf.

7. Coleman knew about all of Koochin's material contact with Coleman's clients and

the orders which Koochin entered for Coleman's clients because of the following:

(a) As Koochin’s supervisor, Coleman sat close to Koochin, heard Koochin’s

phone conversations, and specifically listened to Koochin’s conversations

with Coleman’s clients.

(b) Coleman often monitored Koochin's orders often as Koochin entered

them.

\


8

(c) Coleman reviewed Koochin's trades several times a day during the trading

day.

(d) Coleman reviewed all of the day's trades that both she and Koochin

executed.

The Traded Issuer

8. Caribou Resources Corp. (“CBU”) is a company incorporated in Alberta whose

shares are a listed security on the TSXV.

9. On 16 June 2004, CBU and another TSXV company (the “Target Company”)

announced a plan of arrangement in which CBU would acquire all of the issued

and outstanding shares of the Target Company.

10. On 24 June 2004, CBU's shares began trading on the TSXV. On 30 September

2004, CBU completed its arrangement with the Target Company.

11. One of Coleman’s corporate clients had a significant equity interest in the Target

Company (the “Client”). The Client's corporate secretary also personally owned

a significant equity interest in the Target Company, was a director of the Target

Company, and had known Coleman for many years.

The Manipulation

12. During the Relevant Period, either Coleman or Koochin entered twenty-seven

orders to purchase CBU shares on the TSXV (collectively and individually

referred to as the “Orders” as the case may be) for the Client.

13. Schedule "B" to this Statement of Allegations summarizes the Orders. Schedule

"B" shows the date on which the Orders were entered, whether Coleman or

Koochin entered the order (the two orders showing the IA as "na" indicates an

assistant who entered the purchase orders, though still for the Client and under

Coleman's supervision), the entered volume and limit price of the Orders, the sell

\


9

order quantity and price which filled the Orders, and RS’s descriptions of the

effects that each Order had on the market price of CBU.

14. Generally, the Client reacted to preceding downticking trades or a series of

downticking trades by giving instructions and terms that created orders which

established higher trade prices and filled existing lower priced bids (the “Order

Terms”).

15. During the Relevant Period, the Client never sold CBU.

16. The Client, a client, who had an interest in maintaining the market price of CBU,

directed all of the Orders.

17. The Client's trading pattern suggests that the Client intended to maintain the

market price of CBU within a pre-determined range. The market price of CBU

was maintained within what appears to be a pre-determined range at prices that

were not justified by the real demand or supply of CBU.

18. The Orders reasonably could have been expected to create an artificial price for

the shares of CBU during the Relevant Period.

Coleman and Koochin's Participation in the Orders

19. Either Koochin or Coleman entered each of the Orders (other than two orders

entered by another trading assistant) through the OMS Access at the Bow Valley

branch.

20. Whenever Coleman or Koochin entered an Order, each knew or ought to have

known of the Order Terms and the following facts when each entered an Order

(the "Red Flags"):

(a) the identity of the Client;

(b) the relationship between the Client, the target company, and CBU;

\


10

(c) that a proposed merger between CBU and the target company had been

announced in or around 16 June 2004;

(d) the small volume of each Order;

(e) the timing of each Order;

(f) the use of limit prices for each Order;

(g) the last price at which CBU shares traded before entering an Order;

(h) the best bid and offer price for CBU shares prevailing at the time each

entered an Order;

(i) the Client's pattern of ordering such trades; and

(j) the effect that each Order would have on the market price of CBU.

21. The basis upon which Coleman and Koochin knew or ought to have known of the

Order Terms and Red Flags includes the following facts:

(a) the Client was Coleman's client;

(b) Coleman and the Client's corporate secretary had known one another for

many years;

(c) CIBC-WM provided Coleman and Koochin with contemporaneous market

data, and, at all times, Koochin and Coleman could and frequently did

review the last market price and best bid and offer price of CBU before

entering the Orders and often provided such contemporaneous market

data to the Client before taking Orders;

(d) Coleman and Koochin could have seen an upticking effect on the market

price of CBU caused by the entry of Orders;

(e) RS published Market Integrity Notice 2002-021 on 16 December 2002

entitled "Prohibition Against Establishing Artificial Prices" in which RS

\


11

specifically warned Participants about orders that attempt to "maintain the

trading price, ask price, or bid price within a predetermined range" and the

Participant's responsibility, and specifically the person or persons

responsible for handling the order, not to enter such orders.

22. Both Coleman and Koochin ought to have known of their obligations to monitor

suspicious orders coming from clients because they were both experienced

registered representatives and had read and understood CIBC-WM's compliance

manual which specifically warned its employees to watch for and review

potentially manipulative trades.

23. Given the following facts:

(a) their personal observation of the Red Flags and the Order Terms;

(b) their personal knowledge of the Client and its business;

(c) their length of experience;

(d) their personal handling of the Orders; and

(e) their familiarity with the sources of knowledge referred to in paragraph 21;

each of Coleman and Koochin ought to have known that the entry of the Orders

reasonably could have been expected to create an artificial price in the shares of

CBU.

24. On noting the Red Flags and the Order Terms, a reasonably prudent Participant's

employee would have questioned the Client further, referred the trading to a

supervisor or someone with the authority to review trades for their compliance

with all regulatory requirements, or refused to execute the Orders, or a

combination of all of these steps, before or after entering an Order.

25. Except in one instance, Coleman and Koochin failed to question the Client about

any Order, refer any Order to CIBC-WM's compliance department, or refuse to

\


12

execute an Order. They each ignored the Red Flags and executed the Orders

without question.

26. The exception referred to in paragraph 25 was in the summer of 2004 when

Coleman noticed that the Client was making small volume purchases in CBU.

She did not refer the trading to her Branch Manager, or anyone else at CIBC-WM

compliance. She did not question the Client about the Orders. Instead, she only

asked the Client to clarify its investment strategy. She accepted the Client's

explanation without question or further review.

III. CONCLUSION

27. Under UMIR 10.4(1)(a), Koochin and Coleman, each by her conduct, failed to act

according to the just and equitable principles of trade when trading on the TSXV,

and therefore contravened UMIR 2.1.

February , 2006 Market Regulation Services Inc. Suite 2600 – 650 West Georgia Street Vancouver, BC

Investigations and Enforcement Phone: 604.602.6997 Fax: 604.682.8514

To: Margaret Coleman and Gail Koochin c/o Respondent's counsel

\


13

PART 2 – ABUSIVE TRADING 2.1 Just and Equitable Principles

(1) A Participant shall transact business openly and fairly and in accordance with just and equitable principles of trade when:



(2) An Access Person shall transact business openly and fairly when:



\

Offer of Settlement Appendix A Statement of Allegations Schedule A

14

Trade # Order Date


Buy Order Quantity

Buy Order Price

Fill Quantity




Limit Order


>15:30 EST

High Close

Koo 1,400 $2.80 None 1

100 $3.10 +30 cents 1 1

Koo 500 1 1 1 1

500 1 1 1 1 1

Koo 100 $2.20 100 @ +20 cents; 1 1 1

1000 $2.30 1,000 @ +10 cents 1 1 1 1 1 1

4

19/07/2004 15:16:44 Koo 1000 $2.30 1000 $2.30 +30 cents

The immediately preceding 2 board lot trades on July 19 lowered the price $0.29. Buy order upticks stock $0.30 as last transaction of the day. 1 1 1 1 1

5

21/07/2004 10:05:26 Koo 500 $2.29 500 $2.29 +28 cents

The preceding board lot trade was on 20 July 2004 and resulted in $0.29 downtick. Buy order results in $0.28 uptick. Only trade of the day. 1 1 1 1 1

Koo 1500 $2.25 1,500 @ +24 cents; 1 1

100 $2.29 100 @ +4 cents; 1 1

400 $2.30 400 @ +1 cent. 1 1 1 1 1

Cole 200 $2.28 200 @ +27 cents; 1 1 1

300 $2.29 300 @ +1 cent. 1 1 1 1 1 1

8

05/08/2004 13:53:41 Cole 500 $2.15 500 $2.15 +13 cents

The preceding trading between August 3 and 5 caused $0.27 downticks. The trading on August 05 and 09 restore the price. 1 1 1 1

Koo 600 $2.15 600 @ None; 1 1

200 $2.28 200 @ +13 cents; 1 1

200 $2.29 200 @ +1 cent. 1 1 1 1 1

Koo 200 $2.28 200 @ +12 cents; 1 1

500 @ +45 cents; and 500 @ zero uptick

24/06/2004 1,500 $3.10 13:06:32

02/07/2004 1000 $2.75 15:40:39 $2.75

09/07/2004 1100 $2.30 15:51:27

29/07/2004 2000 $2.30 10:15:38

30/07/2004 500 $2.29 15:47:23

09/08/2004 1000 $2.29 10:29:11

Buy order was only board lot trading on day. Trade, the only board lot trading since Client's high close on August 05, caused $0.14 uptick and a high close.

Buy order takes out existing offer at $2.80 and raises the market price to $3.10. Only two outstanding sell orders in the market at the time of the trade were 1,409 shares at $2.80 and 3,000 shares at $3.10

Preceding board lot trade lowered price by $0.45. Buy order at $2.75 hits the outstanding ask with no other bids near the level of $2.75.Independent trade downtick price $0.20 on July 08. Price lowered $0.30 on July 09 in unrelated trading. Buy order creates uptick of $0.30 in late trading and created a high close on July 09.

Preceding board lot trade was on 28 July 2004 and resulted in $0.28 downtick. Only trade on 29 July 2004 is buy order creating $0.29 uptick and a high close. Initial trade of day at $2.01 causing a $0.29 downtick, negating uptick of previous day. Buy order took out offer at $2.28, causing a high-close and late day uptick of $0.29.

Unrelated party downticks price $0.14 in 10

2

1

9

7

6

3


15

Trade # Order Date


Buy Order Quantity

Buy Order Price

Fill Quantity




Limit Order


>15:30 EST

High Close

300 $2.30 300 @ +2 cents. 1 1

1110/08/2004 12:30:56 Cole 500 $2.30 500 $2.30 +5 cents

At 12:22:23, trade executes causing $0.05 downtick to $2.25. Buy order restores price by exactly $0.05. 1 1 1

Koo 1500 $2.30 1,500 @ +5 cents; 1 1

500 $2.50 500 @ +20 cents. 1 1 1 1 1

Koo 100 $2.50 100 @ +20 cents; 1 1

100 $2.75 100 @ +25 cents; 1 1 1 1

200 $2.75 200 @ zero uptick 1

100 $2.75 100 @ zero uptick. 1 1

Koo 800 $2.69 800 @ +19 cents; 1 1

100 $2.70 100 @ +1 cent. 1 1 1 1 1

16

18/08/2004 13:24:08 Koo 500 $2.50 500 $2.50 +20 cents.

No material trading in the stock on 16 and 17 August 2004. On 18 August 2004, unrelated party downticks stock by $0.45 to $2.25 at 12:11:36, Client buy order upticks stock $0.20 and closes at $2.50. 1 1 1

17

24/08/2004 15:43:44 Koo 500 $2.50 500 $2.50 +1 cent.

No trading during the period 19 August 2004 to 23 August 2004. Unrelated party downticks stock $0.01 to $2.49 at 2:17:51 in the only other board lot trade of the day. Buy order restores price by same uptick. 1 1 1 1 1

11:26:56 Koo 500 $2.10 100 $2.10 100 @ +40 cents; 1 1

13:40:44

12/08/2004 500 $2.75 11:45:15

13/08/2004 15:24:10

Unrelated party downticks stock $0.25 in first trade of day at 3:12:23. In last trade of day, buy order upticks stock $0.20 and high-closes to $2.70.

From 1 September 2004 to 9 September 2004, stock is downticked $0.79 to $1.70, $0.45 of which occurred in the immediately preceding board lot trades. Buy order entered to uptick stock to restore the $0.45 downtick. Buy order changed several times

day's opening trade at 10:27:03. Buy order restores price exactly.

Unrelated buyer downticks price $0.05 in preceding board lot trade. Buy order five minutes later upticks price $0.25 and creates high-close.

Unrelated party downticks stock $0.20 in first board lot trade of day to $2.30. Buy order upticks stock $0.45 on low volumes and high-closes stock.

900 $2.70

10/08/2004 500 $2.30 10:33:10

11/08/2004 2000 $2.50

15

14

13

10


16

Trade # Order Date


Buy Order Quantity

Buy Order Price

Fill Quantity




Limit Order


>15:30 EST

High Close

11:33:12 400 $2.15 400 $2.15 400 @ +5 cents. 1 1 1 1 1

19

20/09/2004 10:18:06 Koo 500 $2.15 500 $2.15 +45 cents.

On 17 Sep, unrelated party downticks stock $0.20. The next trading day, 20 Sep, party downticks stock another $0.25 to $1.70 in the first trade of the day at 09:41:54. Buy order causes $0.45 uptick and high-closed. 1 1 1 1 1

Koo 10000 $2.10 10,000 @ -5 cents; 1 1

800 $2.15 800 @ +5 cents 1 1

1600 $2.15 1600 @ zero uptick 1 1

600 $2.15 600 @ zero uptick 1 1 1

Koo 100 $2.10 100 @ +35 cents; 1 1

1500 $2.10 1500 @ zero uptick; 1 1

400 $2.15 400 @ +5 cents. 1 1 1

22

24/09/2004 13:10:39 Turner 100 $2.10 100 $2.10 +35 cents

Same unrelated party causes $0.40 downtick to $1.75 at 12:44:43. Buy order upticks stock $0.35 to $2.10 on a single board lot of 100 shares. 1 1

Turner 100 $2.10 1 1

300 $2.15 1 1 1

24 27/09/2004 10:19:56 Koo 1000 $2.25 1000 $2.25 +10 cents.Buy order high-close as only order of the day. 1 1 1 1

25

28/09/2004 12:00:50 Koo 500 $2.24 500 $2.24 +43 cents.

Unrelated party causes $0.44 downtick at 09:48:09. Buy order causes $0.43 uptick at 12:02:26. A hit on an outstanding buy order downticks stock $0.43 as last trade of day. 1 1 1

09/09/2004

24/09/2004 13:12:32

24/09/2004 13000 $2.15 11:21:57

24/09/2004 2080 $2.15 12:39:51

400 $2.15

100 @ None; 300 @ +5 cents.

Further buy order on same day restores price to $2.15 causing $0.05 uptick to create a high close of $2.15 for the day.

– it started at 11:15:59 as an order for 500 shares at $2.15 which immediately froze and was cancelled at 11:18:15. The buy order was then entered as an order for 500 shares at $1.85 at 11:18:50, CFO'd to $1.95 at 11:23:11, CFO'd again to $2.10 at 11:26:56. The balance order for 400 shares was CFO'd to $2.15 at 11:33:12. No other trades.

These trades consolidate the price at $2.15 by taking out a sizeable offer at $2.10

Unrelated party downticks stock $0.40 to $1.75 in the immediately preceding board lot trade at 11:56:57. Buy order restores price to $2.15.

23

21

20

18


17

Trade # Order Date


Buy Order Quantity

Buy Order Price

Fill Quantity




Limit Order


>15:30 EST

High Close

26

29/09/2004 10:21:31 Koo 500 $2.00 500 $2.00 +19 cents.

The following trading day, buy order restores some of the earlier day's $0.43 end-of-day downtick in first trade of the day. The only other trade of the day was a subsequent $0.19 downtick. 1 1 1

27 04/10/2004 15:15:11 Koo 500 $2.25 500 $2.25500 @ + 25 cents Restores day's earlier downtick 1 1 1 1

Totals: 44 18 45 16 7 1993.617021 66.666667 100 59.25925926 25.93 70.37


18

* , 2001 notice margaret alice coleman and judy gail koochin april 4, 2006 dn 2006-002 – coleman...

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