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Financial Services Regulatory Authority of Ontario

IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006,
S.O. 2006, c. 29, as amended (the “Act”), in particular sections 38 and 39;

AND IN THE MATTER OF Kaleido Financial Ltd. (“Kaleido”) and David Martino (“Martino”).


ORDER IMPOSING ADMINISTRATIVE PENALTIES

Kaleido was licensed as a mortgage brokerage (licence #12493). Kaleido is no longer licensed.

Martino was licensed as a mortgage broker (licence #M12002005) under the Act until his licence expired on April 1, 2020. Martino was also principal broker of Kaleido from April 1, 2014 to May 24, 2017 and from July 10, 2018 onwards.

On December 20, 2018, Martino and Kaleido entered an undertaking on consent with the Superintendent of Financial Services. On behalf of Kaleido and himself, Martino undertook that, amongst other things, neither Martino nor Kaleido would deal or trade in mortgages nor carry on business as a mortgage lender. This undertaking remains in force.

Effective June 8, 2019, pursuant to the Financial Services Regulatory Authority of Ontario Act, 2016, S.O. 2016, c. 37, Sched. 8, Financial Services Regulatory Authority of Ontario became the regulator under the Act and the powers and duties previously vested in the Superintendent of Financial Services under the Act were vested in the Chief Executive Officer of Financial Services Regulatory Authority of Ontario (the "Chief Executive Officer").

On February 25, 2021, by delegated authority from the Chief Executive Officer, the Director, Litigation and Enforcement (the "Director") issued a Notice of Proposal to:

  1. impose administrative penalties on Kaleido for:

    1. using ready-to-develop values in the calculation of loan-to-value ratios in the Form 1 disclosures on the Riverdale and Bathurst Projects, contrary to subsection 43(1) of the Act;

    2. not adequately identifying conflicts of interest in accordance with Section 27 of Ontario Regulation 188/08;

    3. not adequately identifying certain Project-specific risks in accordance with Section 25 of Ontario Regulation 188/08;

    4. not adequately documenting investors' suitability assessment in a way that demonstrates that an adequate suitability assessment was completed in accordance with Section 24(1) of Ontario Regulation 188/08; and

    5. not adequately maintaining policies and procedures in accordance with Sections 40(1) and 40(2) of Ontario Regulation 188/08.

  2. impose administrative penalties on Martino for:

    1. as broker, using ready-to-develop values in the calculation of loan-to-value ratios in the Form 1 disclosures on the Riverdale and Bathurst Projects, contrary to section 43(2) of the Act;

    2. as broker, not doing or omitting to do actions that might reasonably be expected to result in the brokerage to contravene or fail to comply with a requirement established under the Act contrary to section 3 of Ontario Regulation 187/08;

    3. as principal broker, not adequately ensuring compliance by Kaleido and other brokers and agents with the requirements of the Act contrary to section 2 of Ontario regulation 410/07; and

    4. as principal broker, not adequately reviewing the policies and procedures of Kaleido and recommending changes to Kaleido in accordance with section 3 of Ontario regulation 410/07.

A Request for Hearing (Form 1) dated March 12, 2021, was delivered to the Financial Services Tribunal (the "Tribunal") in accordance with section 39(5) of the Act respecting the Notice of Proposal.

On February 16, 2022, Kaleido and Martino withdrew the Request for Hearing, and, on February 16, 2022, the Tribunal closed its file in respect of this matter. This Order is made pursuant to a settlement entered into by Kaleido, Martino and the Director.

ORDER

Administrative penalties in the total amount of $280,000 are hereby imposed on Kaleido Financial Ltd., for the reasons set out in the Notice of Proposal.

Administrative penalties in the total amount of $55,300 are hereby imposed on David Martino, for the reasons set out in the Notice of Proposal.

TAKE NOTICE THAT the Financial Services Regulatory Authority of Ontario will deliver an invoice to Kaleido Financial Ltd. and David Martino with information as to where and how to pay the administrative penalties. Kaleido Financial Ltd. and David Martino must pay the administrative penalties no later than sixty (60) days after the date of the invoice.

If Kaleido Financial Ltd. and David Martino fail to pay the administrative penalties in accordance with the terms of this Order, the Chief Executive Officer may file the Order with the Superior Court of Justice and the Order may be enforced as if it were an order of the court. An administrative penalty that is not paid in accordance with the terms of the order imposing the penalty is a debt due to the Crown and is enforceable as such.

DATED at Toronto, Ontario, February 25, 2022

Original signed by

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

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