Securities Law & Instruments

Headnote

Section 144 -- 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 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(1), 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

(THE "ACT")

AND

IN THE MATTER OF

CNR CAPITAL CORPORATION

 

ORDER

(Section 144)

WHEREAS the securities of CNR Capital Corporation (the "Filer") are subject to a Temporary Order made by the Director dated July 10, 2007 under paragraphs 2 and 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by an Order made by the Director dated July 20, 2007 under paragraphs 2 and 2.1 of subsection 127(1) of the Act (together, the Cease Trade Order) directing that trading in and acquisitions of the securities of the Filer cease until the Cease Trade Order is revoked by the Director;

AND WHEREAS the Filer has made an application to the Ontario Securities Commission (the "Commission") for a revocation of the Cease Trade Order pursuant to subsection 144(1) of the Act;

AND UPON the Filer representing to the Commission that:

1. The Filer was incorporated under the Business Corporations Act (Ontario) on June 8, 2005 and is a reporting issuer in the Provinces of Ontario, Alberta and British Columbia.

2. The Filer is authorized to issue one class of shares designated as common shares of which 8,080,000 common shares are issued and outstanding.

3. The Filer is listed on the TSX Venture Exchange Inc. and is not listed or quoted on any other exchange or market in Canada or elsewhere.

4. The Cease Trade Order was issued due to the failure to file audited annual financial statements for the year ended February 28, 2007 and management's discussion and analysis (MD&A) relating to the audited annual financial statements for the year ended February 28, 2007 as required by Ontario securities law.

5. The Filer is also subject to a cease trade order issued by the British Columbia Securities Commission dated July 11, 2007 for failure to file its audited annual financial statements and related MD&A for the year ended February 28, 2007. The Filer has concurrently applied for a revocation of the cease trade order.

6. On August 29, 2007, the Filer filed with the Commission its audited annual financial statements, MD&A and corresponding certificates of annual filings for the year ended February 28, 2007.

7. On August 29, 2007, the Filer also filed interim financial statements, MD&A and corresponding certificates of interim filings for the three-month period ended May 31, 2007, and as a result the Filer has brought its continuous disclosure records up to date.

8. The Filer has represented that it will deliver a copy of the audited annual financial statements for the year ended February 28, 2007 together with the related MD&A to its shareholders of record in conjunction with the notice of its annual meeting to be held on or about October 30, 2007.

9. The Filer has paid all outstanding participation fees and late fees owing to the Commission.

10. There have been no material changes to the Filer's business or operations since the date of the Cease Trade Order, and there are currently no such material changes planned.

11. To the best of its knowledge, the Filer is not in default of any requirement of Ontario securities law.

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

AND WHEREAS the Commission is of the opinion 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 is revoked.

DATED at Toronto this 14th day of September, 2007.

"Cameron McInnis"
Manager, Corporate Finance Branch