Securities Law & Instruments

 

Headnote

Cease-trade order revoked where the issuer hasremedied its default in respect of disclosure requirements underthe Act.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 127(1)2, 127(5), 127(8), 144.

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990. c. S.5. AS AMENDED
(THE "ACT")

AND

IN THE MATTER OF
TELUM INTERNATIONAL CORPORATION

ORDER
(SECTION 144)

WHEREAS the securities of TELUM INTERNATIONALCORPORATION ("TELUM INTERNATIONAL CORPORATION") aresubject to a Temporary Order (the "Temporary Order")of the Director made on behalf of the Ontario Securities Commission(the "Commission"), pursuant to paragraph 2 subsection127(1) and subsection 127(5) of the Act, on May 22, 2002 asextended by further order (the "Extension Order" andcollectively, the "Cease Trade Order") of the Director,made on June 3, 2002, on behalf of the Commission pursuant tosubsection 127(8) of the Act, that trading in the securitiesof TELUM INTERNATIONAL CORPORATION cease until the TemporaryOrder, as extended by the Extension Order, is revoked by a furtherOrder of Revocation;

AND UPON TELUM INTERNATIONAL CORPORATIONhaving applied to the Commission pursuant to section 144 ofthe Act for an Order revoking the Cease Trade Order;

AND UPON TELUM INTERNATIONAL CORPORATIONhaving represented to the Commission that:

1. The Corporation was formed under the BusinessCorporation Act (Ontario) on April 20, 1964 as Benvan MinesLimited. On June 27, 1997 the Corporation's name was changedto Lasermedia Communications Corp. On August 5, 1999, the nameof the company was changed from Lasermedia Communications Corp.to ACTFIT.COM CORPORATION On December 29, 2001, the name ofthe company was changed from ACTFIT.COM Corporation to TELUMINTERNATIONAL CORPORATION;

2. The authorized capital of an unlimited numberof common shares and a maximum of 2,000,000 preference sharesof which 36,541,597 common shares and preference shares areissued and outstanding as fully paid and non-assessable;

3. The Temporary Order was issued due to thefailure of TELUM INTERNATIONAL CORPORATION to file with theCommission audited annual financial statements for the yearended December 31, 2001 (the "Financial Statements")as required by the Act;

4. The Financial Statements were not filed withthe Commission due to delays in preparing the corporation'saudited files;

5. The Financial Statements for the year endedDecember 31, 2001, the interim financial statements for theperiod ended March 31, 2002 and June 30, 2002 were filed withthe Commission via SEDAR on July 25, 2002, August 6, 2002, andAugust 30, 2002 respectively;

6. TELUM INTERNATIONAL CORPORATION is not consideringand is not involved in any discussions relating to a reversetake-over transaction;

7. Except for a Cease Trade Order, TELUM INTERNATIONALCORPORATION is not otherwise in default of any requirementsof the Act or the regulation made thereunder; and

8. TELUM INTERNATIONAL CORPORATION intends tomail the most recent financial statements to the shareholdersin connection with the next annual meeting of the shareholders.The financial statements of TELUM INTERNATIONAL CORPORATIONare filed and available on the SEDAR web site.

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Commission being satisfiedthat TELUM INTERNATIONAL CORPORATION is now current with thecontinuous disclosure requirements under Part XVIII of the Actand has remedied its default in respect of such requirements;

AND UPON the Commission being of theopinion that to do so would not be prejudicial to the publicinterest;

IT IS ORDERED pursuant to section 144of the Act that the Cease Trade Order be and is hereby revoked.

September 12, 2002.

"John Hughes"