Securities Law & Instruments

Headnote

Section 144 - application for revocation of cease trade order - issuer subject to cease trade order as a result of its failure to file interim financial statements - issuer has brought filings up to date - trade made in contravention of cease trade order - trade subsequently unwound - full revocation granted.

Ontario Statutory Provisions Cited

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

Rule Cited

National Instrument 21-101 - Marketplace Operation.

May 6, 2005

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

CANADIAN BALDWIN HOLDINGS LIMITED

 

ORDER

(Section 144)

WHEREAS the securities of Canadian Baldwin Holdings Limited ("Canadian Baldwin") are subject to a Cease Trade Order (the "Cease Trade Order") of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) of the Act on December 12, 2003 and extended December 24, 2004, directing that trading in the securities of Canadian Baldwin cease until the Cease Trade Order is revoked by a further order of revocation;

AND UPON Canadian Baldwin having applied to the Commission for revocation of the Cease Trade Order pursuant to section 144 of the Act;

AND UPON Canadian Baldwin having represented to the Commission that:

1. Canadian Baldwin is incorporated under the laws of the Province of Ontario and is a reporting issuer in the Province of Ontario;

2. Canadian Baldwin has been a reporting issuer in Ontario since February 20, 1989;

3. Canadian Baldwin is not a reporting issuer, or the equivalent, in any other jurisdiction of Canada;

4. The authorized capital of Canadian Baldwin consists of an unlimited number of common shares (the "Common Shares") of which 955,001 are issued and outstanding;

5. Other than the Common Shares, Canadian Baldwin has no securities (including debt securities) outstanding;

6. No securities of Canadian Baldwin are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

7. Canadian Baldwin has not carried on business since April, 1989 and has no material assets or liabilities, other than indebtedness owed to its creditors;

8. The Cease Trade Order was issued by reason of the failure of Canadian Baldwin to file with the Commission its interim financial statements for the nine-month period ended September 30, 2003 (the "CTO Interim Financial Statements") by the required filing date of November 29, 2003, as required by the Act;

9. Canadian Baldwin filed with the Commission through SEDAR on December 31, 2003 the CTO Interim Financial Statements; however, Canadian Baldwin through inadvertence failed to note that the Cease Trade Order had been issued;

10. Canadian Baldwin has maintained all of its continuous disclosure filings up to date since December, 2003;

11. Except for the Cease Trade Order, Canadian Baldwin is not otherwise in default of any requirements of Ontario securities legislation;

12. Notwithstanding the foregoing, on February 7, 2005 Canadian Baldwin announced that Dennis H. Peterson acquired 580,000 Common Shares from Wayne V. Issacs (an officer and director of Canadian Baldwin) for a total consideration of $49,918 (the "Transaction");

13. As part of the Transaction, changes were made in the officers and directors of Canadian Baldwin;

14. The Transaction contravened the terms of the Cease Trade Order;

15. The Transaction has been unwound and all changes in the officers and directors of Canadian Baldwin as part of the Transaction have been reversed; and

16. Canadian Baldwin is not aware of any other trades in securities of Canadian Baldwin that occurred since the issuance of the Cease Trade Order;

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

AND UPON the Commission 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 is revoked.

"Charlie MacCready"
Assistant Manager, Corporate Finance