Securities Law & Instruments


Section 144 -- full revocation of cease trade order upon remedying of defaults.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.



R.S.O. 1990, c. S.5, AS AMENDED

(the "Act")






(Section 144)

WHEREAS the securities of Inc. (the "Corporation") are subject to a Temporary Order of the Director made on behalf of the Ontario Securities Commission (the "Commission"), pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, on June 4, 2004, as extended by a further order of the Director on June 16, 2004, on behalf of the Commission pursuant to subsection 127(8) of the Act (collectively the "Cease Trade Order") directing that trading in the securities of the Corporation cease until the Cease Trade Order is revoked by a further order of revocation;

AND UPON the Corporation having applied to the Commission for revocation of the Cease Trade order pursuant to Section 144 of the Act;

AND UPON the Corporation having represented to the Commission that:

1. The Corporation was incorporated under the Corporations Act (Ontario) on May 20, 1964 under the name Donrand Mines Limited. By Articles of Amendment dated March 8, 2000, the Corporation amended its Articles, among other things, to change the name of the Corporation to Inc.;

2. The Corporation is a reporting issuer in the Province of Ontario;

3. The authorized capital of the Corporation consists of an unlimited number of common shares of which 24,523,181 common shares are issued and outstanding as fully paid and non-assessable;

4. The Cease Trade Order was issued due to the failure of the Corporation to file with the Commission audited financial statements for the year ended December 31, 2003 (the "Annual Financial Statements") and interim statements for the three-month period ended March 31, 2004 (the "Interim Statements") as required by the Act;

5. The 2003 Annual Financial Statements and the March 31, 2004 Interim Statements were not filed with the Commission due to a lack of funds to pay for the preparation and audit of such statements. The Corporation has adequate financing to carry out its regular operations and plans to seek new financing upon revocation of the cease-trade order;

6. The audited financial statements for the year ending December 31, 2003 and the interim statements for the three-month period ended March 31, 2004 (collectively the "Financial Statements"), were filed with the Commission via SEDAR on July 20, 2004 and July 26, 2004, respectively;

7. During July 2004, there was a change of management in the Company. The new management is confident that all future deadlines will be met;

8. The Corporation has now brought its continuous disclosure filings up-to-date; and

9. Except for the Cease Trade Order and the failure of the Corporation to file the Financial Statements when due, the Corporation is not otherwise in default of any requirements of the Act or the rules and regulation made thereunder;

AND UPON considering the application and the recommendation of the Staff of the Commission;

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

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

August 5, 2004.

"John Hughes"