AldeaVision Solutions Inc. - s. 144

Headnote

Application by an issuer for a full revocation of a cease trade order - issuer cease traded due to failure to file certain continuous disclosure documents required by Ontario securities law - issuer completed a court-approved plan of arrangement and reorganization pursuant to the CCAA and the CBCA - issuer has three shareholders - cease trade order revoked.

Statutes Cited

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

Companies' Creditors Arrangement Act, R.S.C 1985, c. C-36.

Canada Business Corporations Act, R.S.C. 1985, c. C-44.

May 23, 2008

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

ALDEAVISION SOLUTIONS INC.

ORDER

(Section 144)

WHEREAS the securities of AldeaVision Solutions Inc. ("AVS") are subject to a temporary cease trade order of the Ontario Securities Commission (the "Commission") pursuant to paragraphs 2 and 2.1 of subsection 127(1) and subsection 127(5) of the Act, dated December 19, 2007, as extended by a further order dated December 31, 2007 pursuant to subsection 127(8) of the Act (collectively, the "Cease Trade Order") directing that all trading in the securities of AVS cease until the Cease Trade Order is revoked;

AND WHEREAS AVS has applied to the Commission pursuant to section 144 of the Act (the "Application") for an order revoking the Cease Trade Order;

AND UPON AVS having represented that:

1. AVS is a corporation incorporated under the Canada Business Corporations Act (the "CBCA") and has been a reporting issuer in all Canadian provinces (the "Reporting Jurisdictions") for over ten years. AVS' head office is located at 8550 Côte-de-Liesse, Saint-Laurent, Québec H4T 1H2.

2. AVS is a provider of international video transmission services.

3. AVS has an authorized share capital consisting of an unlimited number of common shares, of class A preferred shares and of class B preferred shares, of which currently there are 3,570,000 common shares issued and outstanding (the "Common Shares") and no class A preferred shares or class B preferred shares issued and outstanding.

4. The Common Shares were listed on the TSX Venture Exchange ("TSXV"). The TSXV de-listed the Common Shares on January 25, 2008 as a result of AVS' failure to meet its listing requirements.

5. Consequently, currently no securities of AVS are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

6. The Cease Trade Order was issued due to the failure of AVS to file: (i) audited annual financial statements for its financial year ended December 31, 2006; (ii) management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2006; (iii) interim financial statements for the three-month period ended March 31, 2007; (iv) management's discussion and analysis relating to the interim financial statements for the three-month period ended March 31, 2007; (v) interim financial statements for the six-month period ended June 30, 2007; (vi) management's discussion and analysis relating to the interim financial statements for the six-month period ended June 30, 2007; (vii) interim financial statements for the nine-month period ended September 30, 2007; and (viii) management's discussion and analysis relating to the nine-month period ended September 30, 2007 (collectively, the "Continuous Disclosure Documents").

7. In addition to AVS' failure to file the Continuous Disclosure Documents that resulted in the imposition of the Cease Trade Order, AVS remains in default of subsequent continuous disclosure filing requirements under Ontario securities law.

8. On December 20, 2007, AVS obtained an order (the "Order") from the Québec Superior Court sanctioning a plan of arrangement and reorganization (the "Plan") pursuant to the Companies' Creditors Arrangement Act (Canada) and the CBCA.

9. The ultimate result of the Order and the Plan, which was completed on January 11, 2008, was to reduce the number of shareholders of AVS to three, namely: (i) Capital Régional et Coopératif Desjardins (155,915 Common Shares); (ii) Desjardins Capital de Développement Montréal Métropolitain, Ouest et Nord du Québec Inc. (14,085 Common Shares); and (iii) Almiria Capital Corp. (3,400,000 Common Shares).

10. AVS has no securities, including debt securities, outstanding other than an aggregate of 3,570,000 Common Shares.

11. AVS applied to voluntarily surrender its status as a reporting issuer in British Columbia under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. AVS ceased to be a reporting issuer in British Columbia on April 9, 2008 and a cease trade order issued in British Columbia on the securities of the Filer was revoked on April 11, 2008.

12. AVS concurrently applied to all of the Reporting Jurisdictions (other than British Columbia) for a decision that AVS is no longer a reporting issuer or the equivalent in each of the Reporting Jurisdictions. The relief sought was granted by the Reporting Jurisdictions on the date hereof.

13. Securities of AVS are currently also subject to cease trade orders issued by the securities regulatory authorities in each of the provinces of Manitoba and Québec. AVS has concurrently applied for orders revoking those cease trade orders as well.

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

AND UPON the Commission being satisfied 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.