Securities Law & Instruments

Headnote

Subsection 83.1(1) - order deemingCDNX listed issuer to be a reporting issuer in Ontario - reportingissuer in British Columbia and Alberta since 1999 - continuousdisclosure requirements of British Columbia and Alberta substantiallythe same as Ontario.

Statutes Cited

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

Policies Cited

Ontario Securities CommissionPolicy 12-602 - Deeming an Issuer in Certain other CanadianJurisdictions to be a Reporting Issuer in Ontario.
 
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, as amended (the "Act")

AND

IN THE MATTER OF
COMMAND POST AND TRANSFERCORPORATION
 
ORDER
(Subsection 83.1(1))

UPON the applicationof Command Post and Transfer Corporation ("Command")for an order pursuant to subsection 83.1(1) of the Act, deemingCommand to be a reporting issuer for the purposes of Ontariosecurities law (as defined in the Act);

AND UPON consideringthe application and the recommendation of the staff of the OntarioSecurities Commission (the "Commission");

AND UPON Command representingto the Commission as follows:

1. Command was incorporatedunder the Business Corporations Act (Ontario) ("OBCA")on May 8, 1986. Command was continued out of Ontario and intoBritish Columbia on April 21, 1999. On May 1, 1999 Commandwas amalgamated with Pacific Video Canada Ltd. ("Pacific"),which was incorporated under the Company Act (British Columbia).Command was continued out of British Columbia into Ontarioon June 24, 1999. Command was amalgamated with its wholly-ownedsubsidiary, Tegra Industries Inc., under the OBCA on August1, 1999.

2. The head office of Commandis located in Toronto, Ontario.

3. Command is authorized toissue an unlimited number of common shares and an unlimitednumber of preferred shares in series, of which 509,551 aredesignated Series 1 preference shares. Command also has astock option plan whereby options may be issued to employeesand eligible officers at the discretion of the Board of Directorsup to a maximum number of 1,675,980 common shares.

4. As at December 21, 2001,19,742,804 common shares and 367,249 Series 1 preference shareswere issued and outstanding. In addition, options to purchase1,104,400 common shares are issued and outstanding.

5. Command has been a reportingissuer in British Columbia since May 1, 1999, and Pacific,the predecessor of Command, was a reporting issuer under theSecurities Act (British Columbia)("BC Act") priorto May 1, 1999. Command became a reporting issuer under theSecurities Act (Alberta)("Alberta Act") on November26, 1999 as a result of the merger of the Vancouver StockExchange ("VSE") and the Alberta Stock Exchangeto form the Canadian Venture Exchange ("CDNX").Command is not in default of any requirements of the BC Actor the Alberta Act.

6. The common shares of Commandare listed on the CDNX and Command is in compliance with allof the requirements of the CDNX.

7. Command has a significantconnection to Ontario in that: (i) the head office of thecorporation is located in Toronto; and (ii) Command has anumber of shareholders resident in Ontario.

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

9. The continuous disclosurerequirements of the BC Act and the Alberta Act are substantiallythe same as the requirements under the Act.

10. The continuous disclosurematerials filed by Command are available on the System forElectronic Document Analysis and Retrieval.

11. There have been no penaltiesor sanctions imposed against Command by a court relating toCanadian securities legislation or by a Canadian securitiesregulatory authority, and Command has not entered into anysettlement agreement with any Canadian securities regulatoryauthority.

12. Neither Command nor anyof its directors, officers nor, to the knowledge of Command,its directors and officers, any of its controlling shareholders,have: (i) been the subject of any penalties or sanctions imposedby a court relating to Canadian securities legislation orby a Canadian securities regulatory authority, (ii) enteredinto a settlement agreement with a Canadian securities regulatoryauthority, or (iii) been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldlikely be considered important to a reasonable investor makingan investment decision.

13. Neither Command nor anyof its directors, officers nor, to the knowledge of Command,its directors and officers, any of its controlling shareholders,are nor have been subject to: (i) any known ongoing or concludedinvestigations by: (a) a Canadian securities regulatory authority,or (b) a court or regulatory body, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investment decision;or (ii) any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver-manager or trustee,within the proceeding 10 years.

14. None of the directorsor officers of Command, nor to the knowledge of Command, itsdirectors and officers, any of its controlling shareholders,are or have been subject to: (i) any cease trade or similarorders, or orders that denied access to any exemptions underOntario securities law, for a period of more than 30 consecutivedays, within the proceeding 10 years; or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or the appointment of a receiver,receiver-manager or trustee, within the proceeding 10 years.

AND UPON the Commissionbeing satisfied that to do so would not be prejudicial tothe public interest;

IT IS HEREBY ORDEREDpursuant to subsection 83.1(1) of the Act that Command isdeemed to be a reporting issuer for the purposes of the Act.

May 31, 2002.

"Margo Paul"