Securities Law & Instruments

Headnote

Subsection83.1(1) - issuer deemed to be a reporting issuer in Ontario -issuer has been a reporting issuer in Alberta since 1998 - issuerlisted and posted for trading on the Canadian Venture Exchange- continuous disclosure requirements of Alberta and British Columbiasubstantially identical to those of Ontario.

StatutesCited

SecuritiesAct, R.S.O. 1990, c.S.5, as am., ss. 83.1(1).

INTHE MATTER OF

THESECURITIES ACT,

R.S.O.CHAPTER S.5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

HOWTO WEB TV INC.

ORDER

(Subsection83.1(1))

UPONthe application (the "Application") of How ToWeb TV Inc. ("HOW TO" or the "Corporation")for an order pursuant to subsection 83.1(1) of the Act deemingHOW TO a reporting issuer for the purposes of Ontario securitieslaw;

ANDUPON considering the Application and the recommendationof the staff of the Commission;

ANDUPON HOW TO representing to the Commission that:

1.HOW TO was incorporated as 705475 Alberta Ltd. on August 7, 1996pursuant to the provisions of the Business CorporationsAct (Alberta). On January 20, 1997, the Corporation amendedits articles to change the authorized capital, remove the privatecompany restrictions and change its name to Mezuma Inc. EffectiveJanuary 25, 2001, the Corporation acquired all the issued andoutstanding shares of How To Web Site Inc. pursuant to a reversetakeover. On January 19, 2001 the Corporation changed its nameto How To Web TV Inc. On September 28, 2001, How To Web Site Inc.and the Corporation were amalgamated under the corporate nameof HOW TO.

2.The head office of HOW TO is located at 330, 550 Queen StreetEast, Toronto, Ontario, M5A 1V2. The address of HOW TO's registeredoffice is 1200, 700 - 2nd Street SW, Calgary, Alberta,T2P 4V5.

3.HOW TO has been a reporting issuer under: (i) the SecuritiesAct (Alberta) (the "Alberta Act") sinceOctober 2, 1998 when pursuant to the provisions of the AlbertaAct, receipt for a final prospectus was issued; and (ii) the SecuritiesAct (British Columbia) (the "BC Act") sinceNovember 26, 1999 as a result of the merger between the AlbertaStock Exchange and the Vancouver Stock Exchange that created theCanadian Venture Exchange (the "CDNX").

4.HOW TO is not on the list of defaulting reporting issuers maintainedpursuant to the Alberta Act or the BC Act, nor is it in defaultof any requirements under the Alberta Act or the BC Act.

5.On December 22, 1998, HOW TO's common shares were listedand posted for trading on the CDNX under the trading symbol "HOW".HOW TO is in compliance with all of the requirements of the CDNX.

6.HOW TO has a "significant connection" to Ontario as defined byPolicy 1.1 of the CDNX Corporate Finance Manual, by virtue ofthe fact that: (i) approximately 78% of the issued and outstandingshares of HOW TO are registered in the names of shareholders havinga registered address in Ontario; and (ii) three of the six directorsand officers are resident in Ontario.

7.The continuous disclosure requirements under the Alberta Act andthe BC Act are substantially the same as the requirements underthe Act.

8.HOW TO is not a reporting issuer in Ontario, and is not a reportingissuer, or equivalent, in any other jurisdiction other than Albertaand British Columbia.

9.The authorized capital of HOW TO consists of unlimited commonshares and unlimited preferred shares without par or nominal valueof which 14,938,552 common shares are issued and outstanding.

10.As of the quarter end for September 30, 2001 there were no outstandingwarrants and 1,374,650 outstanding options.

11.The continuous disclosure materials filed by HOW TO under theAlberta Act are available on the System for Electronic DocumentAnalysis and Retrieval. Between January 25, 2001, the effectivedate of the reverse takeover by Mezuma Inc. (now HOW TO), andFebruary 14, 2001 when the transaction was approved by the CDNX,continuous disclosure materials continued to be filed under MezumaInc. However, disclosure materials since that date have been filedunder HOW TO.

12.There have been no penalties or sanctions imposed against HOWTO by a court relating to Canadian securities legislation or bya Canadian securities regulatory authority, and HOW TO has notentered into any settlement agreement with any Canadian securitiesregulatory authority.

13.Neither HOW TO nor any of its directors, officers nor, to theknowledge of HOW TO or its directors and officers, any of itscontrolling shareholders, has:

(i)been the subject of any penalties or sanctions imposed by a courtrelating to Canadian securities legislation or by a Canadian securitiesregulatory authority;

(ii)entered into a settlement agreement with a Canadian securitiesregulatory authority; or

(iii)been subject to any other penalties or sanctions imposed by acourt or regulatory authority that would likely be consideredimportant to a reasonable investor making an investment decision.

14.Neither HOW TO nor any of its directors, officers nor, to theknowledge of HOW TO, its directors and officers, any of its controllingshareholders, is or has been subject to:

(i)any known ongoing or concluded investigations by:

(a)a Canadian securities regulatory authority, or

(b)a court or regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered important toa reasonable investor making an investment decision; or

(ii)any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

15.None of the directors or officers of HOW TO, nor to the knowledgeof HOW TO, its directors and officers, any of its controllingshareholders, is or has been at the time of such event a directoror officer of any other issuer which is or has been subject to:

(i)any cease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a period ofmore than 30 consecutive days, within the preceding 10 years;or

(ii)any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS HEREBY ORDERED pursuant to subsection 83.1(1) of theAct that HOW TO be deemed a reporting issuer for the purposesof the Act.

March12, 2002.

"IvaVranic"