SMC Ventures Inc. - s. 144

Headnote

Cease trade order revoked where the issuer has remedied its default in respect of disclosure requirements under the Act.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990 C.S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

SMC VENTURES INC.

ORDER

(Section 144)

WHEREAS the securities of SMC Ventures Inc. (the "Applicant") are currently subject to an order (the "Temporary Order") made by the Director 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 the 4^th day of June, 2004 as extended by a further order (the "Extension Order") of the Director, made on the 16^th day of June, 2004, on behalf of the Commission pursuant to subsection 127(8) of the Act, that trading in the securities of the Corporation cease until the Temporary Order, as extended by the Extension Order is revoked by a further Order of Revocation;

AND WHEREAS the Temporary Order and the extension Order were each made on the basis that the Applicant was in default of certain filing requirements;

AND WHEREAS the Applicant has represented to the Director that:

1. The Applicant was incorporated under the Business Corporations Act (British Columbia) (former Companies Act (British Columbia)) on December 4, 1980 under the name Shayna Resources Ltd. In November 1992, the Applicant changed its name to Brocoll Medical Corp. In August 1997, the Applicant changed its name to GenSci Regeneration Sciences Inc. and in October 2003, the Applicant changed its name to SMC Ventures Inc.

2. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta, Ontario and Quebec.

3. The authorized share capital of the Applicant consists of 300,000,000 shares divided into 100,000,000 Class A common shares without par value, 100,000,000 Class B common shares without par value and 100,000,000 Preferred shares without par value, of which 5,497,314 Class A common shares were issued and outstanding as of May 4, 2006. Other than its Class A common shares, the Applicant has no securities, including debt securities, outstanding.

4. The Temporary Order as extended by the Extension Order was issued as a result of the Applicant's failure to file its audited financial statements for the year ended December 31, 2003. Subsequently, the Applicant failed to file its interim financial statements for the three month period ended March 31, 2004.

5. The Applicant is also subject to cease trade orders issued by the British Columbia Securities Commission dated June 2, 2004, by the Autorité des Marchés Financiers dated June 2, 2004 and by the Alberta Securities Commission dated June 18, 2004, each relating to the failure of the Applicant to file its audited financial statements for the year ended December 31, 2003 and its interim financial statements for the three month period ended March 31, 2004.

6. On June 21, 2004, the NEX Board of the TSX Venture Exchange (the "Exchange") suspended trading of the common shares of the Applicant until the cease trade order of the Autorité des Marchés Financiers is revoked and the Company meets the Exchange's (NEX Board) requirements.

7. To bring its continuous disclosure records up to date, the Applicant has now filed on SEDAR its audited financial statements for the years ended December 31, 2003 and 2004, and its quarterly statements for all periods up to and including the quarter ended June 30, 2005.

8. Except for the Temporary Order as extended by the Extension Order, the Applicant is not in default of any requirement of the Act or the rules or regulation made under the Act.

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

AND UPON the undersigned is satisfied that the Applicant has remedied its default in respect of the filing requirements and is of the opinion that it would not be prejudicial to the public interest to revoke the Temporary Order as extended by the Extension Order;

IT IS ORDERED, pursuant to section 144 of the Act, is that the Temporary Order and Extension Order be and they are hereby revoked.

DATED this 10th day of May, 2006.