Securities Law & Instruments


Section 144 - Revocation of cease trade order where issuer has brought filings of financial statements up to date.

Applicable Ontario Statutory Provisions

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



R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act)






(Section 144)

WHEREAS the securities of Cogient Corp. (the Issuer) are subject to a cease trade order made by the Director on behalf of the Ontario Securities Commission on August 20, 2004 (the Cease Trade Order);

AND WHEREAS by order of the Director dated September 1, 2004, the Cease Trade Order was partially revoked to facilitate the completion of a $175,000 debenture financing by the Issuer;

AND WHEREAS the Issuer has made application to the Commission pursuant to section 144 of the Act for an order revoking the Cease Trade Order;

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

AND UPON the Issuer having represented to the Commission as follows:

1. the Issuer is a reporting issuer under the Act;

2. the authorized capital of the Issuer consists of an unlimited number of common shares (the Common Shares) and 8,000,000 preference shares (the Preference Shares) of which approximately 40,291,600 Common Shares and 2,000,000 Preference Shares are issued and outstanding;

3. the Cease Trade Order was issued as a result of the Issuer's failure to file its audited financial statements for the year ended March 31, 2004 (the Financial Statements) as required under Ontario securities law;

4. the Financial Statements were filed with the Commission on October 1, 2004;

5. except for the Cease Trade Order, the Issuer is not otherwise in default of any of the requirements of the Act or the regulations made thereunder; and

6. the Issuer was not previously subject to a cease trade order of the Commission except for a cease trade order dated September 1, 1995;

AND UPON the Director being of the opinion 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 revoked.

November 24, 2004.

"John Hughes"