Securities Law & Instruments

Headnote

Section 144 - full revocation of cease tradeorder upon remedying of defaults - issuer not a shell issuer- issuer not contemplating a reverse takeover or similar transaction

Statutes Cited

Securities Act, R.S.O., c. S.5, as am., ss.127 and 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990 CHAPTER S.5, ASAMENDED (the "Act")

AND

IN THE MATTER OF

THE MANDARIN GOLF AND COUNTRYCLUB INC.

 

ORDER

(Section 144)

WHEREAS the securities of The MandarinGolf and Country Club Inc. (the "Issuer") currentlyare subject to a temporary order made by the Director on behalfof the Ontario Securities Commission (the "Commission"),pursuant to the predecessor provisions to paragraph 2 of subsection127(1) and subsection 127(5) of the Act, on June 1, 1994 asextended by a further order of the Director made on June 14,1994, on behalf of the Commission pursuant to the predecessorprovision to subsection 127(8) of the Act (collectively, the"Cease Trade Order"), directing that trading in securitiesof the Issuer cease until the Cease Trade Order is revoked bya further order of revocation;

AND WHEREAS the Issuer has made an applicationto the Director pursuant to Section 144 of the Act for an orderrevoking the Cease Trade Order;

AND WHEREAS the Issuer has representedto the Director that:

1. The Issuer is a corporation incorporatedunder the laws of the Province of Ontario on October 12, 1990.The Issuer's principal executive offices are located in Markham,Ontario.

2. The authorized capital of the Issuer consistsof an unlimited number of Class A shares and an unlimitednumber of Class B shares of which 201 Class A shares and 38Class B shares are issued and outstanding.

3. Since its incorporation, the Issuer hascarried on the business of a golf and country club.

4. The Issuer became a reporting issuer underthe Act on February 21, 1991.

5. The Cease Trade Order was issued due tothe failure of the Issuer to file annual audited financialstatements for the fiscal year ended December 31, 1993.

6. The failure to file financial statementswas due to a lack of funds to pay for the audits and mailingof the financial statements.

7. The audited annual financial statementsof the Issuer for the fiscal years ended December 31, 1993through 1999 were mailed to the shareholders of the Issuer,but were not filed with the Commission at the time of mailing.

8. The audited annual financial statementsfor the fiscal years ended December 31, 1994 through 1999were filed with the Commission on SEDAR on September 4, 2002,and the audited annual financial statements for the fiscalyear ended December 31, 1993 were filed with the Commissionon SEDAR on September 5, 2002.

9. The audited annual financial statementsfor the fiscal years ended December 31, 2000 and 2001 werefiled with the Commission on SEDAR on September 4, 2002, andthe amended audited annual financial statements for the fiscalyears ended December 31, 2000 and 2001 were filed with theCommission on SEDAR on October 2, 2002.

10. The interim financial statements for thefiscal quarters ended March 31 and June 30, 2002 were filedwith the Commission on SEDAR on September 6, 2002, and theamended interim financial statements for the fiscal quartersended March 31 and June 30, 2002 were filed with the Commissionon SEDAR on October 2, 2002.

11. The amended audited annual financial statementsfor the fiscal years ended December 31, 2000 and 2001 andthe amended interim financial statements for the fiscal quartersended March 31 and June 30, 2002 were mailed to shareholdersof the Issuer on October 3, 2002.

12. The Issuer is not considering and is notinvolved in any discussion relating to a reverse take-overor similar transaction.

13. Except for the Cease Trade Order, theIssuer has not been subject to any previous cease trade ordersissued by the Commission.

14. Except for the Cease Trade Order, theIssuer is not otherwise in default of any requirements ofthe Act or any regulations made thereunder.

UPON the Director being satisfied thatthe Issuer has remedied its defaults in respect of the filingrequirements under the Act;

AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;

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

October 3, 2002.

"John Hughes"