HILLCORP INTERNATIONAL SERVICES, HILLCORP WEALTH MANAGEMENT,

SUNCORP HOLDINGS, 1621852 ONTARIO LIMITED, 1694487 ONTARIO

LIMITED and STEVEN JOHN HILL

WHEREAS:

(A)         On July 15, 2011, the Ontario Securities Commission (“OSC”) issued an Order against various respondents including Hillcorp International Services, Hillcorp Wealth Management, Suncorp Holdings, 1621852 Ontario Limited, 1694487 Ontario Limited and Steven John Hill, collectively referred to as the respondents, (“OSC Order”);

(B)         On November 23, 2011, The Manitoba Securities Commission (“Commission”) issued a Notice of Hearing (“Notice”) giving notice of its intention to hold a hearing to consider whether or not it was in the public interest to grant orders pursuant to The Securities Act, R.S.M. 1988, c. S50 as amended (“Act”) with respect to the respondents;

(C)         The respondents have consented to the issuance of this Order and have waived their respective rights to a full hearing;

(D)         The Commission is of the opinion that it is in the public interest to make this order.

IT IS ORDERED:

1.                            THAT, pursuant to section 148 of the Act, the respondents cease trading in securities permanently.

2.                            THAT, pursuant to subsection 19(5) of the Act, subsection 19(1) of the Act, with respect to such of the trades referred to in that subsection, and subsection 19(2) of the Act, with respect to such of the securities referred to in that subsection, do not apply to the respondents permanently.  

3.                            THAT, as provided for in paragraph of 4 of the OSC Order, if and at the time Steven John Hill (“HILL”) and Danny De Melo pay in full the amount of the restitution order imposed on them by the Provincial Court of Justice in Ontario on April 18, 2011, paragraphs 1 and 2 herein shall be modified (by subsequent application to and order of the Commission) to permit trading through any registered retirement savings account and/or registered retirement income fund (as defined in the Income Tax Act (Canada)) in which they and/or their spouses have sole legal and beneficial ownership provided that:

(a)          the securities traded are listed and posted for trading on the Toronto Stock Exchange or the New York Stock Exchange (or their successor exchanges) or are issued by a mutual fund which is a reporting issuer;

(b)          they do not own legally or beneficially (in the aggregate, together or with their spouses) more than one percent of the outstanding securities of the class or series of the class in question; and

(c)          they carry out any trading through a registered dealer (which dealer must be given a copy of  this Order) and through accounts opened in their names only.

4.                            THAT, pursuant to section 148.3 of the Act, HILL resign any positions he holds as a director or officer of an issuer and be prohibited from becoming or acting as a director or officer of any issuer permanently.   

BY ORDER OF THE COMMISSION

Deputy Director