Securities Law & Instruments

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain annual financial statements and management's discussion and analysis of financial condition and results of operations as required by Ontario securities law -- defaults subsequently remedied and the issuer is otherwise not in default of Ontario securities laws -- cease trade order revoked.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

BRAZILIAN RESOURCES, INC.

(the Filer)

 

ORDER

(Section 144)

WHEREAS the securities of the Filer are subject to a temporary cease trade order dated May 3, 2007 pursuant to paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act, as extended by an order dated May 15, 2007 (together, the Ontario Cease Trade Order) pursuant to paragraphs 2 and 2.1 of subsection 127(1) of the Act directing that all trading in and all of the securities of the Filer cease until the Ontario Cease Trade Order is revoked by the Director;

AND WHEREAS the Filer has applied to the Ontario Securities Commission (the Commission) pursuant to section 144 of the Act for an order granting a full revocation of the Ontario Cease Trade Order;

AND WHEREAS the Filer has represented to the Commission as follows:

The Filer

1. The Filer is a corporation organized under the name Northeast Asset Management under the laws of the State of New Hampshire pursuant to articles of incorporation dated November 27, 1990. The Filer changed its name to Brazilian Resources, Inc. pursuant to articles of amendment dated September 26, 1994. The Filer's registered and head office is located at 48 Pleasant Street, Concord, New Hampshire, U.S.A. 03301.

2. The Filer is a reporting issuer under the securities legislation of Ontario, Alberta and British Columbia. The Filer is not a reporting issuer or the equivalent in any other jurisdiction.

3. The authorized capital of the Filer consists of 320,000,000 common shares (the Common Shares) and 160,000,000 preferred shares, of which 106,449,124 Common Shares and no preferred shares are currently issued and outstanding as fully paid and non-assessable.

4. As of the close of business on December 11, 2007, there were 11,310,157 stock options outstanding under the Filer's stock option plan and 23,000,000 share purchase warrants outstanding to purchase an aggregate of 34,310,157 Common Shares. The Filer also currently has outstanding an aggregate of Cdn.$3,620,000 principal amount of convertible debentures, which are convertible into 9,050,000 Common Shares.

5. The Common Shares were listed on the TSX Venture Exchange (NEX Board) (the NEX Board) under the trading symbol BZI.H. On August 2, 2005, the Filer voluntarily delisted the Common Shares from the NEX Board. As a result, as of August 2, 2005 the Filer currently has no securities, including debt securities, that are listed or quoted on any exchange or market in Canada or elsewhere.

6. Other than the securities listed in paragraphs 3 and 4 above, the Filer has no securities, including debt securities, that are currently issued and outstanding.

Cease Trade Orders

7. In addition to the Ontario Cease Trade Order, the Filer is the subject of cease trade orders issued by:

(a) the British Columbia Securities Commission on May 9, 2007 (the BC Cease Trade Order); and

(b) the Alberta Securities Commission on August 24, 2007 (the Alberta Cease Trade Order).

8. The Ontario Cease Trade Order and the BC Cease Trade Order were issued as a result of the Filer failing to file its audited financial statements for the year ended December 31, 2006 and its management's discussion and analysis (MD&A) related thereto. The Alberta Cease Trade Order was issued as a result of the Filer failing to file its audited financial statements for the year ended December 31, 2006 and its unaudited financial statements for the interim period ended March 31, 2007.

9. The Filer's failure to file and deliver to its shareholders (the Shareholders), on a timely basis, the financial statements and related MD&A commencing with the year ended December 31, 2006 is the result of continuous work by the Filer's auditor to finalize the Filer's financial statements and its auditor's report in accordance with the provisions of National Instrument 52-107 -- Acceptable Accounting Principles, Auditing Standards and Reporting Currency.

10. On October 18, 2007, the Filer filed via SEDAR all of its outstanding continuous disclosure documents, consisting of the following documents:

(a) audited consolidated financial statements for the year ended December 31, 2006 together with the report of the auditor;

(b) unaudited interim consolidated financial statements for the three month period ended March 31, 2007;

(c) unaudited interim consolidated financial statements for the six month period ended June 30, 2007;

(d) MD&A for the year ended December 31, 2006;

(e) MD&A for the three month period ended March 31, 2007; (f) MD&A for the six month period ended June 30, 2007; and

(g) all certifications by the Chief Executive Officer and the Chief Financial Officer of the Filer with respect to the Filer's annual filings for 2006 and the Filer's interim filings for the first and second interim periods of 2007 required by Multilateral Instrument 52-109 -- Certification of Disclosure in Issuer's Annual and Interim Filings

(collectively, the Outstanding Documents).

11. As a result of its filing the Outstanding Documents, the Filer has now brought its continuous disclosure filing up to date. In addition, the Filer has brought its SEDAR and SEDI profiles up to date.

12. On November 28, 2007, the Filer filed via SEDAR the following documents:

(a) unaudited interim consolidated financial statements for the nine month period ended September 30, 2007;

(b) MD&A for the nine month period ended September 30, 2007; and

(c) all certifications by the Chief Executive Officer and the Chief Financial Officer of the Filer with respect to the Filer's interim filings for the third interim period of 2007 required by Multilateral Instrument 52-109 -- Certification of Disclosure in Issuer's Annual and Interim Filings.

13. The Filer is not in default of any requirements of the Ontario Cease Trade Order or the Act or the rules and regulations made pursuant thereto, subject to the deficiencies outlined in paragraph 10 above.

14. The Filer has paid all late fees relating to the delayed filing of the Outstanding Documents and all outstanding activity and participation fees owing to the Commission.

15. The Filer has applied to have each of the BC Cease Trade Order and the Alberta Cease Trade Order revoked.

16. The Filer intends to hold an annual meeting of Shareholders within three months of the date hereof.

17. Upon the issuance of this Order, the Filer will issue and file on SEDAR a press release.

AND WHEREAS the undersigned is satisfied that it would not be prejudicial to the public interest to grant an order fully revoking the Ontario Cease Trade Order;

THEREFORE IT IS ORDERED, pursuant to section 144 of the Act, that the Ontario Cease Trade Order is fully revoked.

DATED at Toronto this 11th day of December, 2007.

"Jo-Anne Matear"
Assistant Manager, Corporate Finance Branch
Ontario Securities Commission