Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - order to cease to be areporting issuer - partnership has only one general partner and no security holders.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., s. 83.


IN THE MATTER OFTHE SECURITIES LEGISLATION OF ALBERTA, BRITISH COLUMBIA, NEWFOUNDLAND,NOVA SCOTIA, ONTARIO AND SASKATCHEWAN

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
FLOWTHRU.COM (99) LIMITED PARTNERSHIP

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker")in each of Alberta, British Columbia, Newfoundland, Nova Scotia, Ontario and Saskatchewan(the "Jurisdictions") has received an application from Flowthru.com (99) Limited Partnership (the"Partnership") for a decision under the securities legislation of the Jurisdictions (the"Legislation") that the Partnership be deemed to have ceased to be a reporting issuer orequivalent under the Legislation;

AND WHEREAS under the Mutual Reliance System for Exemptive Relief Applications(the "System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS the Partnership has represented to the Decision Makers that:

1. The Partnership is a limited partnership formed pursuant to the provisions of the LimitedPartnership Act (Ontario) by declaration on June 3, 1999.

2. The registered office of the Partnership is in Toronto, Ontario.

3. The general partner (the "General Partner") of the Partnership is Flowthru.com (99) Ltd.,a corporation incorporated under the Business Corporations Act (Ontario) on June 8,1999.

4. The authorized capital of the Partnership consists of an unlimited number of units (the"Units") of the Partnership.

5. The Partnership became a reporting issuer in each of the Jurisdictions upon the filing andreceipting of a final prospectus dated October 25, 1999. The offering of Units did notclose as the minimum number of Units was not subscribed for.

6. The Partnership is in default of filing its first interim and annual financial statements. ThePartnership is not in default of any other requirements under the Legislation.

7. The Partnership has no Units issued and outstanding and therefore there are no securityholders.

8. The only partner of the Partnership is the General Partner.

9. No securities of the Partnership are listed or traded on any exchange or market inCanada.

10. The Partnership does not intend to seek public financing by way of an issue of securities.

AND WHEREAS pursuant to the System this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdiction to make the Decision has beenmet;

The Decision of the Decision Makers under the Legislation is that the Partnership isdeemed to have ceased to be a reporting issuer or the equivalent under the Legislation.

August 8th, 2000.

"John Hughes"