Shelton Canada Corp. – s. 144

Headnote

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

Statutes Cited

Securities Act, R.S.O. 1990, 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

SHELTON CANADA CORP.

ORDER

(Section 144)

WHEREAS on May 19, 2009, the Director made an order under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (the "Permanent Order") that all trading in and acquisitions of the securities of

SHELTON CANADA CORP. (the "Reporting Issuer")

whether direct or indirect, cease until the Permanent Order is revoked by the Director;

AND WHEREAS the Permanent Order was made because the Reporting Issuer was in default of certain filing requirements under Ontario securities law as described below;

AND WHEREAS the Reporting Issuer has represented to the Commission that:

1. It was incorporated on December 19, 1994 under the Business Corporations Act (Alberta) as Shelton Canada Corp.

2. It is a reporting issuer in Alberta, British Columbia and Ontario and is also subject to a cease trade order issued by the British Columbia Securities Commission.

3. Its head office is located at 1500 Manulife Place, 10180 -- 101 Street, Edmonton, Alberta, T5J 4K1 with operational offices at 145 Evans Avenue, Suite 212, Toronto, Ontario, M8Z 5X8 and Suite 1140, 715- 5th Avenue SW, Calgary, AB, T2P 2X6.

4. Its common shares were listed on the Alberta Stock Exchange trading under the symbol "STO" on September 23, 1999 and continued on the Canadian Venture Exchange and TSX Venture Exchange.

5. The Director issued the Permanent Order against the Reporting Issuer for failure to file its audited annual financial statements for the year ended December 31, 2008, together with its Management's Discussion and Analysis (MD&A) (collectively the "Delinquent Financial Statements").

6. On May 25, 2009, the Reporting Issuer filed the Delinquent Financial Statements with the applicable securities commissions and has paid all outstanding activity, participation and late filing fees that are required to be paid.

7. The Reporting Issuer is not in default of any of its obligations as a reporting issuer under the Act or the rules and regulations made pursuant thereto.

8. The Reporting Issuer's SEDAR profile and SEDI issuer profile supplement are up-to-date.

AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to revoke the Permanent Order;

IT IS ORDERED under section 144 of the Act that the Permanent Order is revoked.

DATED at Toronto 3rd Day of June, 2009.