Meta Health Services Inc. - s. 144

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

META HEALTH SERVICES INC.

ORDER

(Section 144)

WHEREAS the securities of Meta Health Services Inc. (the "Applicant") are subject to a temporary cease trade order made by the Director on December 1, 2006 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 December 13, 2006 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (collectively, the "Ontario Cease Trade Order"), directing that all trading in and acquisitions of the securities of the Applicant, whether direct or indirect, cease until the Ontario Cease Trade Order is revoked by the Director;

AND WHEREAS the Applicant 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 WHEREAS the Applicant has represented to the Commission that:

1. The Applicant was incorporated under the Business Corporations Act (Alberta) on March 23, 1998.

2. The Applicant is a reporting issuer under the securities legislation of the provinces of Ontario, British Columbia and Alberta.

3. The Ontario Cease Trade Order was issued due to the failure of the Applicant to file with the Commission annual audited financial statements for the year ended July 31, 2006 and the management's discussion and analysis related thereto (the "2006 Statements").

4. The Applicant is also subject to cease trade orders issued: (a) by the British Columbia Securities Commission ("BCSC") on December 5, 2006 for the failure of the Applicant to file with the BCSC the 2006 Statements; and (b) by the Alberta Securities Commission ("ASC") on March 23, 2007 for the failure of the Applicant to file with the ASC annual audited financial statements for the year ended July 31, 2006 and interim unaudited financial statements for the interim period ended on October 31, 2006 (together with the Ontario Cease Trade Order, the "Cease Trade Orders").

5. On January 30, 2008, the Applicant filed through SEDAR the 2006 Statements, annual audited financial statements for the year ended July 31, 2007, and interim financial statements for the periods ended October 31, 2006, January 31, 2007, April 30, 2007, and October 31, 2007, together with management's discussion and analysis and certificates relating thereto. The Applicant has now brought its continuous disclosure filings up to date.

6. The Applicant is not, to its knowledge, in default of any of the requirements of the Act, or the rules and regulations made pursuant thereto, other than the issuance by the Applicant of a promissory note to Rogan Holdings Inc. ("Rogan") on March 1, 2007 in contravention of the Cease Trade Orders. Rogan is a private corporation controlled by the family of Dr. Gordon Organ, the Chairman and a director of the Applicant.

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

8. The Applicant's authorized capital consists of an unlimited number of common shares (the "Common Shares"), of which approximately 13,772,040 Common Shares are issued and outstanding.

9. The Applicant is not considering, nor is it involved in any discussion relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

10. Trades in the Common Shares of the Applicant were previously reported on the TSX Venture Exchange. The Applicant has no securities, including debt securities, listed or quoted on any exchange or market.

11. Other than Common Shares and promissory notes evidencing certain debt obligations, the Applicant has no securities, including debt securities, outstanding with the exception of stock options granted to directors.

12. The Applicant has paid all outstanding fees to the Commission, including all applicable activity fees, participation fees and late filing fees.

13. The Applicant will hold an annual meeting of shareholders within three months after the date hereof.

14. Upon the issuance of this Order, the Applicant will issue and file a news release through SEDAR.

15. The Applicant has applied to have the cease trade orders issued by the BCSC on December 5, 2006 and the ASC on March 23, 2007, respectively, revoked.

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 6th day of February, 2008.