Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF
CHRIS COOK, LOUIS MANZO, SAM DeBARTOLO, ROGER D. TIMPSON,
TOM WEBER, CLAUDE VEILLETTE, DANIEL DANIS, PIERRE DANIS,
NEIL HINDLE, PATRICK LAVOIE, STEVEN KISS and RED CASTLE LIMITED

STATEMENT OF ALLEGATIONS OF STAFF
OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission ("Staff") make the following allegations:

1. gearunlimited.com Inc. ("gearunlimited") is incorporated under the laws of Canada.gearunlimited is a reporting issuer in Ontario.

2. Each of Chris Cook, Louie Manzo, Sam DeBartolo, Roger D. Timpson, TomWeber, Claude Veillette, Daniel Danis, Pierre Danies, Neil Hindle, Patrick Lavoie,Steven Kiss and Red Castle Limited (individually, a "Respondent" and collectively,the "Respondents") is, or was during the financial year of gearunlimited endedDecember 31, 1999 a director, officer, significant shareholder (beneficial ownershipof 10% or more of the voting rights of gearunlimited) or individual that has, or mayhave, access to material undisclosed information.

3. gearunlimited failed to file annual financial statements for its financial year endedDecember 31, 1999 (the "Financial Statements") on or before May 19, 2000,contrary to subsection 78(1) of the Securities Act (Ontario).

4. By virtue of his/her/its relationship, each Respondent has, or may have, access toinformation regarding the affairs of gearunlimited that has not been generallydisclosed.

5. It would be prejudicial to the public interest to allow the Respondents to trade in thesecurities of gearunlimited until such time as all disclosure required by Ontariosecurities law has been made by gearunlimited.

6. It is therefore in the public interest for the Commission to order that all trading,whether direct or indirect, in the securities of gearunlimited by the Respondentscease until such time as gearunlimited has made all filings it is required to makeunder Ontario securities law.