Franchise Services Of North America Inc. - s. 144

Headnote

Section 144 -- full revocation of cease trade order upon remedying of defaults.

Statutes Cited

Securities Act, R.S.O., c. S.5, as am., ss. 127, 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

FRANCHISE SERVICES OF NORTH AMERICA INC.

ORDER

(Section 144)

WHEREAS the securities of Franchise Services of North America Inc. (the "Filer") are subject to a temporary cease trade order made by the Director on February 7, 2008 under paragraph 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by an order made by the Director on February 19, 2008 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (together "the Cease Trade Order"), directing that all trading in and acquisitions of the securities of the Filer, whether direct or indirect, cease until the Ontario Cease Trade Order is revoked by the Director;

AND WHEREAS the Filer has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act (the "Application") for a revocation of the Ontario Cease Trade Order;

AND UPON the Filer has represented to the Commission that:

1. The Filer was incorporated under the Canadian Business Corporations Act on August 27, 1998.

2. The Filer is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia.

3. The Filer's authorized capital consists of an unlimited number of common shares (the "Common Shares"), and an unlimited number of preferred shares, of which 62,820,426 Common Shares were issued and outstanding as at February 25, 2008.

4. The Cease Trade Order was issued due to the failure of the Filer to file with the Commission annual audited financial statements for the year ended September 30, 2007 by January 28, 2008 as required under the Act.

5. The Filer is also subject to a cease trade orders issued by the British Columbia Securities Commission (BCSC), and the Manitoba Securities Commission (MSC). The Alberta Securities Commission issued an order revoking the Alberta cease trade order on June 19, 2008. The Filer has concurrently applied to the BCSC and MSC for revocations of the cease trade orders.

6. On February 25, 2008, the Filer filed through SEDAR its audited financial statements for the year ended September 30, 2007 together with management's discussion and analysis and certificates relating thereto. The Filer has now brought its continuous disclosure filings up to date, has paid all outstanding filing fees and has complied with National Instrument 51-102 Continuous Disclosure Obligations.

7. Other than the Cease Trade Orders, the Filer has not previously been subject to a cease trade order.

8. The Common Shares of the Filer are listed on the TSX Venture Exchange under the symbol "FSN".

AND WHEREAS considering the Application and the recommendation of the staff of the Commission;

AND WHEREAS the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;

IT IS ORDERED, pursuant to section 144 of the Act, that the Ontario Cease Trade Order is revoked.

DATED this 23rd day of June, 2008.