3D Visit Inc. - s. 144

Headnote

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

Applicable Legislative Provisions

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

IN THE MATTER OF

THE SECURITIES ACT, R.S.O., 1990,

CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

3D VISIT INC.

ORDER

(Section 144)

WHEREAS the securities of 3D Visit Inc. (the "Applicant") are subject to a temporary cease trade order dated February 28, 2003 made pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order dated March 12, 2003 made pursuant to subsection 127(8) of the Act, ordering that trading in the securities of the Applicant cease (collectively, the "Ontario Cease Trade Order");

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

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant was amalgamated under the laws of Canada on April 5, 2001, following the amalgamation of Signature Resources Ltd. and Trinit Vision 3D.net.

2. The Applicant was a provider of digital images and virtual tours of real estate property in Canada through the operation of its real estate portal on the Internet. The Applicant offered its products and services to customers in the real estate, retail, tourism, leisure and hospitality sectors, enabling them to enhance the marketing of their properties or business over the Internet.

3. The head office of the Applicant is located in the province of Ontario.

4. As at the date hereof, 30,179,613 common shares the capital of the Applicant are issued and outstanding.

5. The Applicant is a reporting issuer under the securities legislation (the "Legislation") of the provinces of British Columbia, Alberta, Ontario and Quebec.

6. The Ontario Cease Trade Order was initially issued due to the failure of the Applicant to file with the Commission its audited financial statements for the year ended September 30, 2002.

7. The Applicant is also subject to cease trade orders issued by the British Columbia Securities Commission, the Autorité des Marchés Financiers and the Alberta Securities Commission (together with the Ontario Cease Trade Order, the "Cease Trade Orders") and has also filed applications for revocations of those cease trade orders. The Applicant is not subject to a cease trade order in any other jurisdiction.

8. On March 12, 2003, the Applicant made a proposal to its creditors under the Bankruptcy and Insolvency Act (Canada). The Applicant's proposal was approved on March 31, 2003, and has been fully performed by the Applicant.

9. The securities of the Applicant were delisted from the TSX Venture Exchange on June 20, 2003 for failure to pay annual sustaining fees and are presently not listed on any exchange.

10. The Applicant has been under care and maintenance mode since the end of 2003.

11. With increasing activities in the mining industry, the Applicant is planning a reorganization of its business in order to become a mining exploration company, with a primary focus on exploration for base and precious metals in the Province of Québec.

12. The Applicant entered into two letter agreements on October 1, 2007 (the "2007 Letter Agreements") to acquire two properties located in the Province of Québec, in exchange for cash and the issuance of common shares of the Applicant, conditional upon, among other things, revocation of the Cease Trade Orders.

13. On March 25, 2008, the Commission issued an order (the "Partial Revocation Order") in anticipation of a private placement of a maximum of 4,000,000 common shares of the Corporation at the price of $0.10 per share for gross proceeds of $400,000 (the "Private Placement") in reliance on exemptions available pursuant to National Instrument 45-106 Prospectus and Registration Exemptions, the purpose of which was to enable the Applicant to raise sufficient funds to reactivate its business, including:

(a) the preparation of all required documents to be filed to fully revoke the Cease Trade Orders;

(b) the planning and preparation of its next annual meeting;

(c) the payment of professional services engaged for the reactivation of the Applicant;

(d) the payment outstanding regulatory fees; and

(e) the payments to secure contemplated acquisitions.

14. Ultimately, the Private Placement was not conducted by the Applicant. However, the Applicant has complied with the terms and conditions of the Partial Revocation Order.

15. Instead, several shareholders of the Applicant advanced in cash an amount of $272,000 to cover such expenses.

16. The 2007 Letter Agreements were subsequently terminated by the vendors in May 2008 as the Applicant had not been in a position to meet the conditions contemplated by the 2007 Letter Agreements, which included the revocation of the Cease Trade Orders.

17. The Applicant entered into a letter agreement on June 1, 2008 (the "2008 Letter Agreement") to acquire a 100% interest in a property comprised of 999 mining claims (the "Acquisition") in exchange for a cash payment of $125,000 and the issuance of 3,000,000 common shares of the Applicant, conditional upon, among other things, full revocation of the Cease Trade Orders. The 2008 Letter Agreement was in respect of the same property as the 2007 Letter Agreements.

18. Although the 2007 Letter Agreements and the 2008 Letter Agreements contemplated the revocation of the Cease Trade Orders before any securities of the Applicant were issued, the Applicant may have contravened the terms of the Cease Trade Orders in committing to the issuance of its securities under these agreements.

19. On June 23, 2008, the Applicant filed a motion before the Québec Superior Court (the "Court") under section 133(3) of the Canada Business Corporations Act in order to extend the time to call its annual meeting. The motion was approved by the Court on June 26, 2008.

20. On July 3, 2008, the Applicant mailed a notice of meeting, an information circular and other proxy material in compliance with National Instrument 51-102 Continuous Disclosure Obligations and Form 51-102F5 Information Circular (collectively, the "Information Circular") in connection with an annual and special meeting of shareholders (the "Meeting") held in Ottawa on July 23, 2008 for the following purposes:

(a) to present to the shareholders the financial statements of the Applicant for the years ended September 30, 2005, 2006 and 2007, as well as the auditors' reports thereon;

(b) to elect the directors of the Applicant;

(c) to appoint the auditors of the Applicant and to authorize the Board of directors to establish the auditors' remuneration;

(d) to approve a name change to "Focus Metals Inc." and a change of place of registered office;

(e) to approve a share consolidation;

(f) to amend the Applicant's articles to authorize the directors to appoint one or more directors in certain circumstances;

(g) to adopt a resolution to amend the by-laws of the Applicant to authorize the directors to appoint one or more directors in certain circumstances; and

(h) to transact such other business that may properly come before the Meeting.

The Information Circular contained the disclosure required by Form 52-110F2 under Multilateral Instrument 52-110 Audit Committees and by Form 58-101F2 under National Instrument 58-101 Disclosure of Corporate Governance Practices. The change of the Applicant's name and the share consolidation will take place shortly following the revocation of the Cease Trade Orders.

21. Concurrently with the mailing of the Information Circular, on July 3, 2008, the Applicant filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") the following continuous disclosure documents (the "Disclosure Documents"):

(a) Audited annual financial statements, annual management discussion and analysis and annual certificates under National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109") for the financial years ending September 30, 2005, 2006 and 2007; and

(b) Unaudited interim financial statements, interim management discussion and analysis and interim certificates under NI 52-109 for the periods ending December 31, 2006, March 31, 2007, June 30, 2007, December 31, 2007 and March 31, 2008.

22. The Information Circular and Disclosure Documents were mailed to the Applicant's shareholders by the CIBC Mellon Trust Company, the Applicant's registrar and transfer agent. The Applicant has therefore complied with the shareholder delivery requirements under applicable securities legislation.

23. In connection with its filing for the revocation of the Cease Trade Orders pursuant to National Policy 12-202 Revocation of a Compliance-related Cease Trade Order, the Applicant did not, and was unable to, prepare financial statements for the years ended September 30, 2002, 2003 and 2004, considering that (a) the Applicant's accounting files were lost and cannot be reconstructed, (b) the Applicant made every reasonable effort to obtain copies of, or reconstruct, the historical accounting records necessary to prepare and audit the financial statements, but such efforts were unsuccessful, and (c) the Applicant has been under care and maintenance since 2003, such financial information is less relevant than the information provided by the Applicant in the Disclosure Documents.

24. On October 17, 2008, the Applicant filed on SEDAR its articles and by-laws.

25. On October 30, 2008, the Applicant mailed to its registered shareholders and filed on SEDAR its interim financial statements and management discussion and analysis for the nine-month period ending June 30, 2008. On that date, the Applicant also filed on SEDAR interim certificates under NI 52-109 for the nine-month period ending June 30, 2008.

26. On October 30, 2008, the Applicant filed on SEDAR the following continuous disclosure documents:

(a) revised audited annual financial statements, annual management discussion and analysis and annual certificates under NI 52-109 for the financial year ending September 30, 2007;

(b) revised interim management discussion and analysis and interim certificates under NI 52-109 for the period ending March 31, 2008;

(c) the 2008 Letter Agreement; and

(d) a news release and material change report regarding (i) the entering into of the 2007 Letter Agreements and their subsequent termination and (ii) the entering into of the 2008 Letter Agreement.

27. The Applicant is not in default of any of the requirements of the Act, or the rules and regulations made pursuant thereto, and is up-to-date in its continuous disclosure obligations.

28. The Applicant's profiles on SEDAR and on the System for Electronic Disclosure for Insiders are up-to-date, and the Applicant has paid all outstanding activity and participation fees.

29. Forthwith after the revocation of the Cease Trade Orders, the Applicant will issue and file a news release and file a material change report on SEDAR disclosing the revocation of the Cease Trade Orders and outlining the Applicant's future plans.

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

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

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

DATED this 6th day of November, 2008.