Securities Law & Instruments


Section 144 -- Revocation of cease trade order -- Issuer subject to cease trade order as a result of its failure to file annual and interim financial statements -- Issuer has brought filings up to date and is otherwise not in default of Ontario securities law.

Statutes Cited

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

June 23, 2005



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






(Section 144)

WHEREAS the securities of Stone Mountain Holdings Inc. (Stone Mountain) are subject to a Temporary Order of the Director dated February 2, 2005 under paragraph 127(1)2 and subsection 127(5) of the Act, as extended by an Order of the Director dated February 14, 2005 under subsection 127(8) of the Act (together, the Cease Trade Order) directing that trading in the securities of Stone Mountain cease;

AND WHEREAS Stone Mountain has applied to the Ontario Securities Commission (the Commission) for revocation of the Cease Trade Order pursuant to section 144 of the Act;

AND UPON Stone Mountain having represented to the Commission that:

1. Stone Mountain is a company existing under the Business Corporations Act (British Columbia) and was incorporated on August 8, 2003. The head office of Stone Mountain is located in Abbotsford, British Columbia.

2. Stone Mountain is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia and Newfoundland and Labrador.

3. The authorized capital of Stone Mountain consists of 100,000,000 common shares without par value, of which 13,820,100 common shares are issued and outstanding at the date hereof.

4. Stone Mountain's securities are listed for trading on the TSX Venture Exchange under the symbol "SMO", but are currently suspended from trading on the TSX Venture Exchange because of the Cease Trade Order and cease trade orders issued against Stone Mountain by the securities commissions of British Columbia, Alberta and Manitoba.

5. The Cease Trade Order was issued as a result of the failure of Stone Mountain to file its audited annual financial statements for the year ended August 31, 2004 (the Annual Financial Statements) and interim statements for the three-month period ended November 30, 2004 (the November Statements) as required by Ontario securities law.

6. Subsequently, Stone Mountain failed to file unaudited interim financial statements for the period ended February 28, 2005 (together with the November Statements, the Interim Financial Statements) as required by Ontario securities law.

7. The Annual Financial Statements and the Interim Financial Statements were filed with the Commission via SEDAR on May 25, 2005.

8. Stone Mountain has delivered its Annual Financial Statements and its Interim Financial Statements to its securityholders in Ontario as required by Ontario securities law.

9. Stone Mountain has now brought its continuous disclosure filings up to date.

10. Except for the Cease Trade Order, Stone Mountain is not otherwise in default of any requirement of Ontario securities law.

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

AND UPON the Commission being satisfied that it would not be prejudicial to the public interest to revoke the Cease Trade Order;

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

"Charlie MacCready"
Assistant Manager, Corporate Finance
Ontario Securities Commission