Churchill 10 Real Estate Limited Partnership -- s. 144

Order

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 continuous disclosure materials required by Ontario securities law -- Defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- Cease trade order revoked.

Applicable Legislative Provisions

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

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

CHURCHILL 10 REAL ESTATE

LIMITED PARTNERSHIP

(the Reporting Issuer)

ORDER

(Section 144)

Background

On May 12, 2011, the Director made an order pursuant to subsection 127(1) and subsection 127(5) of the Act (the Temporary Cease Trade Order) that all trading in the securities of the Reporting Issuer cease for a period of fifteen days from the date of the Temporary Cease Trade Order.

On May 24, 2011, the Director made a further order under paragraph 2 of subsection 127(1) of the Act (the Cease Trade Order) directing that all trading in the securities of the Reporting Issuer, whether direct or indirect, shall cease until further order by the Director.

The Temporary Cease Trade Order and the Cease Trade Order were made because the Reporting Issuer was in default of certain filing requirements under Ontario securities law as described in each such order.

The Reporting Issuer has applied to the Ontario Securities Commission (the Commission) under section 144 of the Act for a revocation of the Cease Trade Order.

Representations

This order is based on the following facts represented by the Reporting Issuer:

1. The Reporting Issuer was formed on March 8, 2010, pursuant to the Partnership Act (British Columbia). The head office and mailing address of the Reporting Issuer is located in Vancouver, British Columbia.

2. The Reporting Issuer's registered and records office and is located at Suite 2610, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1.

3. The Reporting Issuer is a reporting issuer or the equivalent under the securities legislation of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the Reporting Jurisdictions). The Reporting Issuer is not a reporting issuer in any other jurisdiction in Canada.

4. The Reporting Issuer is authorized to issue 50,000 limited partnership units (the LP Units), one founding limited partner unit and one general partner unit. As of the date hereof, the Filer has 21,211 LP Units issued and outstanding and one general partner unit issued and outstanding.

5. The Reporting Issuer's securities are not currently listed for trading on any exchange or marketplace.

6. The Reporting Issuer has complied with the annual meeting requirement under National Policy 12-202 -- Revocation of Compliance Related Cease Trade Order.

7. The Cease Trade Order was issued as a result of the Reporting Issuer's failure to file its annual financial statements along with associated management discussion and analysis (MD&A) and applicable executive officers' certificates required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Annual Filings) for the year ending December 31, 2010.

8. Since the issuance of the Cease Trade Order, the Reporting Issuer has filed, among other things, the following continuous disclosure documents with the Reporting Jurisdictions:

(a) on June 10, 2011, Form 13-502F1 Class 1 Reporting Issuers -- Participation Fee for the year ended December 31, 2010;

(b) on June 10, 2011, annual audited financial statements and MD&A for the year ended December 31, 2010;

(c) on June 10, 2011 certifications pursuant to NI 52-109 for the year ended December 31, 2010; and

(d) all other continuous disclosure documents required to be filed for the periods subsequent to December 31, 2010.

9. The Reporting Issuer is not in default of any requirements of the Cease Trade Order or the Act or the rules and regulations made pursuant thereto.

10. Other than the Cease Trade Order, the Reporting Issuer is not subject to any cease trade orders in any of the Reporting Jurisdictions.

11. The Reporting Issuer has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.

12. Completed personal information forms and authorizations in the form of Appendix A of National Instrument 41-101 General Prospectus Requirements for each director and executive officer of Churchill 10 Partners Inc., the general partner of the Reporting Issuer (the General Partner) and Churchill Real Estate Inc., the promoter of the Reporting Issuer, have accompanied the application.

13. The General Partner was incorporated on January 27, 2010 under the Canada Business Corporations Act (the CBCA).

14. The General Partner has complied with the annual meeting requirements of the CBCA.

15. The Reporting Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid.

16. The Reporting Issuer's SEDAR profile and SEDI issuer profile supplement are current and accurate.

17. The Reporting Issuer is not considering, nor is it involved in any discussions relating to, a reverse takeover, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

18. Upon the issuance of this revocation order, the Reporting Issuer will issue a news release announcing the revocation of the Cease Trade Order. The Reporting Issuer will concurrently file the news release and material change report on SEDAR.

Order

The Director is of the opinion that it would not be prejudicial to the public interest to revoke the Cease Trade Order.

It is ordered under section 144 of the Act that the Cease Trade Order is revoked.

DATED: October 12, 2012

"Shannon O'Hearn"
Manager
Corporate Finance