Government Notices Respecting Corporations

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Certificates of Dissolution
Cancellations for Cause (Business Corporations Act)
Notice of Default in Complying with the Corporations Information Act
Cancellations of Certificate of Incorporation (Business Corporations Act)
Notice of Default in Complying with the Corporations Tax Act
Erratum Notice
Cancellation of Certificates of Incorporation (Corporations Tax Act Defaulters)
Order in Council
Ontario Securities Commission

Certificates of Dissolution

Notice Is Hereby Given that a certificate of dissolution under the Business Corporations Act, has been endorsed. The effective date of dissolution precedes the corporation listings.

Date	Name of Corporation	Ontario Corporation Number
2003-12-08	Castledon International Corporation	839302
2003-12-08	Main Clarence Realty Limited	352774
2003-12-08	1046623 Ontario Inc.	1046623
2003-12-08	2003656 Ontario Ltd.	2003656
2003-12-22	Fernelee Enterprises Inc.	1141037
2003-12-23	Ken Douglas Painting & Decorating Limited	227468
2003-12-24	Integrity Machine Service Ltd.	470357
2003-12-24	Jmc Foods Inc.	1282248
2003-12-24	Lee Gordon Productions Ltd.	293806
2003-12-24	Morgan’s Folk Art Inc.	1180245
2003-12-24	1178390 Ontario Ltd.	1178390
2003-12-29	Britan Investments Ltd.	508283
2003-12-29	C Plus H Property Development Inc.	1125964
2003-12-29	Cns Timepieces Inc.	970033
2003-12-29	Cordell Interiors Inc.	350746
2003-12-29	Critter Companions (Niagara) Inc.	1198995
2003-12-29	Cypress Run Apartments Limited	957608
2003-12-29	Fortune Wealth (Canada) Ltd.	1065432
2003-12-29	Gada Steel Products Inc.	1240156
2003-12-29	Getty Mink Ranch Inc.	410363
2003-12-29	Howison Sales And Service Ltd.	519786
2003-12-29	Humstead Company Limited	380356
2003-12-29	Inscomp Inc.	941466
2003-12-29	Into Designers Ltd.	987707
2003-12-29	Kamiskotia Ski Resorts Limited	202807
2003-12-29	Necca Holdings Inc.	986646
2003-12-29	Old Time Hockey Canada Ltd.	1402356
2003-12-29	Paramount Sales International Inc.	930461
2003-12-29	Solari Agratech (Ontario) Inc.	1197174
2003-12-29	1076849 Ontario Limited	1076849
2003-12-29	1089485 Ontario Inc.	1089485
2003-12-29	1121203 Ontario Inc.	1121203
2003-12-29	1273574 Ontario Inc.	1273574
2003-12-29	1301320 Ontario Inc.	1301320
2003-12-29	1406777 Ontario Inc.	1406777
2003-12-29	1455709 Ontario Ltd.	1455709
2003-12-29	1489783 Ontario Inc.	1489783
2003-12-29	796264 Ontario Limited	796264
2003-12-29	942885 Ontario Ltd.	942885
2003-12-29	976679 Ontario Limited	976679
2003-12-29	998861 Ontario Limited	998861
2003-12-30	Bowin International Ltd.	1105300
2003-12-30	Cec Financial Inc.	801449
2003-12-30	Gila Enterprises Inc.	296187
2003-12-30	Hi-Tech Ottawa.Com Inc.	1436722
2003-12-30	Lukins’ Hardware (Byron) Ltd.	379981
2003-12-30	Mansion Enterprise Ltd.	1105331
2003-12-30	Plane Partners Inc.	1046236
2003-12-30	Soaring Hawk Holdings Limited	1175441
2003-12-30	Tenen Contracting Inc.	2008542
2003-12-30	Vince Lijoi Holdings Inc.	802527
2003-12-30	1102970 Ontario Limited	1102970
2003-12-30	670124 Ontario Ltd.	670124
2003-12-30	737830 Ontario Inc.	737830
2003-12-31	All New Heating & Air Conditioning Ltd.	692432
2003-12-31	Blind Leo Investments Inc.	648060
2003-12-31	G.A. Furniture Mfg & Dist. Ltd.	1176009
2003-12-31	Kinpar Holdings Corp.	464102
2003-12-31	R K & Jim Enterprises Inc.	1105158
2003-12-31	R.R.H. Machine & Equipment Company Inc.	992188
2003-12-31	Stony Lake Holdings Limited	268104
2003-12-31	Transportation Products International Inc.	1220281
2003-12-31	Uptown Plumbing & Heating Ltd.	676328
2003-12-31	1131720 Ontario Inc.	1131720
2003-12-31	1484780 Ontario Limited	1484780
2003-12-31	1522476 Ontario Inc.	1522476
2003-12-31	843795 Ontario Inc.	843795
2003-12-31	847605 Ontario Ltd.	847605
2003-12-31	887721 Ontario Inc.	887721
2003-12-31	995340 Ontario Inc.	995340
2004-01-02	Air Adventures 400 Parachute Centre Inc.	1146323
2004-01-02	Apex Diagnostic Imaging Inc.	663126
2004-01-02	Axcess Benefits Intl Limited	1125943
2004-01-02	Bain’s Gas Bar Inc.	967624
2004-01-02	CLO-H20 Inc.	1389859
2004-01-02	Commercial Drywall Inc.	971773
2004-01-02	Deli-Boys Bakery & Delicatessen Ltd.	385520
2004-01-02	Doris Bain Barlake Inc.	967651
2004-01-02	George Avola Property Management Incorporated	352259
2004-01-02	Hagacy Canada Incorporated	1251179
2004-01-02	J. Gilian Mechanical Ltd.	862001
2004-01-02	Jack Sherritt Limited	82664
2004-01-02	Life And Invention Designs Inc.	2036091
2004-01-02	Lund-Hurst Forest Products Inc.	548187
2004-01-02	Man’s Best Friend Software Of Canada, Ltd.	1337515
2004-01-02	Midhurst Management Inc.	638399
2004-01-02	Milglad Ventures Ltd.	121165
2004-01-02	P.I.C. Real Estate Limited	347301
2004-01-02	Pine Valley Maintenance Inc.	1051140
2004-01-02	Profit With Knowledge Inc.	1147125
2004-01-02	Sabiston & Williams Limited	1025427
2004-01-02	Shakespeare Beauty Centre Ltd.	1194993
2004-01-02	Software, Simply! Inc.	1021029
2004-01-02	Southwood Sand And Gravel Ltd.	781643
2004-01-02	T & M Lucas Enterprises Ltd.	387820
2004-01-02	W. Ross Machining Ltd.	402479
2004-01-02	Waymore Homes Limited	457011
2004-01-02	1150258 Ontario Ltd.	1150258
2004-01-02	397223 Ontario Limited	397223
2004-01-02	427781 Ontario Limited	427781
2004-01-02	463126 Ontario Ltd.	463126
2004-01-02	649393 Ontario Inc.	649393
2004-01-02	71 Coxwell Video Inc.	1074998
2004-01-02	817903 Ontario Inc.	817903
2004-01-03	Andron Engineering Limited	454198
2004-01-03	Dibcom Tobacco Processors Limited	636695
2004-01-03	Essential Facts Inc.	1214802
2004-01-03	Granmat Industries Inc.	797957
2004-01-03	Gulfosaker International Inc.	1173968
2004-01-03	Modern Cleaners And Launderers Limited	521753
2004-01-03	P & P Fashion Company Ltd.	879268
2004-01-03	Relax Vacation Limited	1084297
2004-01-03	Senior Property Services Inc.	596825
2004-01-03	Shar-Buc Enterprises Inc.	691786
2004-01-03	Stefora Holdings Inc.	1229902
2004-01-03	Superior Maintenance Service (Kitchener) Ltd.	781052
2004-01-03	Tanbac Investments Limited	584804
2004-01-03	Treorchy Enterprises Inc.	567380
2004-01-03	Wintek Consulting Ltd.	711246
2004-01-03	Wraymar Road Building (Brant) Limited	230408
2004-01-03	1166975 Ontario Inc.	1166975
2004-01-03	1300555 Ontario Ltd.	1300555
2004-01-03	1370326 Ontario Inc.	1370326
2004-01-03	3170 Lakeshore West Holdings Limited	774143
2004-01-03	389017 Ontario Limited	389017
2004-01-03	531179 Ontario Inc.	531179
2004-01-03	753605 Ontario Ltd.	753605
2004-01-04	Wormark (Wellingdale) Inc.	941871
2004-01-05	Belva Maintenance Limited	390092
2004-01-05	Bruce Hamilton Consultants Inc.	675488
2004-01-05	Bunkhouse Holdings Limited	832968
2004-01-05	Compuquick Consulting Ltd.	1482276
2004-01-05	Creisda Inc.	980843
2004-01-05	Cullis Design Inc.	1033366
2004-01-05	Equirite Management Consulting Inc.	1233587
2004-01-05	Finchgate Holdings Limited	260916
2004-01-05	G. Gauthier Enterprises Limited	287871
2004-01-05	Glacial Crest Industries Inc.	1170887
2004-01-05	Goodman & Co. Investments Ltd.	1007186
2004-01-05	Heng Fat Engineering Ltd.	1248341
2004-01-05	High & Mighty Clothes Limited	381472
2004-01-05	J. B. Grocery (Kenora) Limited	99778
2004-01-05	John Sinclair Holdings Limited	419986
2004-01-05	Kal Desai Drugs Limited	1098578
2004-01-05	Karenhope Investments Inc.	457183
2004-01-05	Lea-Burr Enterprises Limited	117528
2004-01-05	Macrad Holdings Limited	338678
2004-01-05	Narthex Inc.	1328428
2004-01-05	P & B Unisoft Ltd.	1024327
2004-01-05	Rachman Properties Limited	1236150
2004-01-05	Robert Gilbey And Associates Inc.	682567
2004-01-05	Sycp International Inc.	1390881
2004-01-05	The Hair Lounge & Beauty Images Inc.	1130272
2004-01-05	The Small Box Company Ltd.	928256
2004-01-05	Tilbury Lightning Junior Hockey Inc.	1185790
2004-01-05	Upper Canada Hallmark Inc.	836765
2004-01-05	Wgi Corporation	296383
2004-01-05	Williams Boatworks Inc.	1384335
2004-01-05	Your Rehab Partner Inc.	1130485
2004-01-05	1046621 Ontario Inc.	1046621
2004-01-05	1252057 Ontario Inc.	1252057
2004-01-05	291005 Ontario Ltd.	291005
2004-01-05	377848 Ontario Limited	377848
2004-01-05	799818 Ontario Limited	799818
2004-01-05	877180 Ontario Inc.	877180
2004-01-06	Ontario Mobile Vacuum Supply Inc.	919783
2004-01-07	Zubnah Imports & Exports (Canada) Ltd.	998077
2004-01-08	Arctic Ocean Trading (Canada) Inc.	1316114
2004-01-08	Arrow Window Cleaning & Maintenance Co. Inc.	475957
2004-01-08	Best Choice Co. Ltd.	1194035
2004-01-08	E-Zee Flo Beverages Limited	1106870
2004-01-08	Fountain Green Consulting Inc.	1058693
2004-01-08	Grianan Ltd.	1287573
2004-01-08	India S&B Fashion Trading Limited	962678
2004-01-08	Lumo Electric Co. Limited	93033
2004-01-08	Nichols’ Tours Ltd.	697750
2004-01-08	Revel Holdings Inc.	1131861
2004-01-08	The Quality Shoppe Inc.	915781
2004-01-08	1078681 Ontario Inc.	1078681
2004-01-08	1303788 Ontario Inc.	1303788
2004-01-08	710916 Ontario Inc.	710916
2004-01-08	764790 Ontario Limited	764790
2004-01-09	Datacomm Consulting Inc.	1384661
2004-01-09	Dominion Trustco Capital Inc.	643488
2004-01-09	Dortheas’ Fashions Limited	1192092
2004-01-09	Erimex Canada Inc.	1127014
2004-01-09	Experienced Hair Studio Ltd.	1048477
2004-01-09	Laser Venture Inc.	1307365
2004-01-09	Lunge Technologies Inc.	1241102
2004-01-09	Luxstar Trading & Marketing Co., Ltd.	1462822
2004-01-09	Magic Stove Caterers Limited	233179
2004-01-09	Medwecki Limited	428255
2004-01-09	Reader Industrial Products Ltd.	430892
2004-01-09	Shirley Black Consulting Services Inc.	964335
2004-01-09	Stanley H. Scruton Inc.	1265749
2004-01-09	1182710 Ontario Inc.	1182710
2004-01-09	1293908 Ontario Limited	1293908
2004-01-09	1309579 Ontario Inc.	1309579
2004-01-09	1387917 Ontario Limited	1387917
2004-01-09	493425 Ontario Limited	493425
2004-01-12	Pmjm Masse Investments Inc.	1209536
2004-01-12	Rock & Ruins Inc.	1176512
2004-01-22	Ajust-A-Track Ltd.	947180
2004-01-22	Gordon Rennick’s Agency Limited	398375
2004-01-22	Memories From Moments Inc.	1220572
2004-01-22	Nuview Software Design Inc.	1165426
2004-01-22	1048217 Ontario Inc.	1048217
2004-01-22	860870 Ontario Inc.	860870
2004-01-23	Big Wig Investments Ltd.	851613
2004-01-23	J & M Siding Limited	756911
2004-01-23	Novograph Corporation	440659
2004-01-23	Papous Bakery Ltd.	468634
2004-01-23	Pignanelli Masonry Inc.	1233981
2004-01-23	Serco Holdings Limited	756899
2004-01-23	Studio Genesius Ltd.	1369981
2004-01-23	Techneduco Ltd.	759081
2004-01-23	1152142 Ontario Ltd.	1152142
2004-01-23	852708 Ontario Inc.	852708
2004-01-26	Aviation Services London Inc.	794404
2004-01-26	Bashon Investments Limited	373432
2004-01-26	Black Medical Innovations Inc.	1261442
2004-01-26	Consodyn Canada Limited	147202
2004-01-26	De Jongs Palm Coast Data Inc.	980553
2004-01-26	Gim-Bel Travel Agency Ltd.	407545
2004-01-26	Jmp Homes Ltd.	1232054
2004-01-26	Marble-Ying Holdings Limited	474479
2004-01-26	Masters In Travel Inc.	341420
2004-01-26	Oakloft Inc.	648361
2004-01-26	Petrie Investments Ltd.	391838
2004-01-26	Serinco Investments Limited	841995
2004-01-26	Sino-Canadian Health Care Corporation	1096408
2004-01-26	Sun Kee Scissors & Knives Ltd.	1091219
2004-01-26	The Lamko-Clifford Group Inc.	1086676
2004-01-26	The Ritz-Carlton Hotel Company Ontario, Ltd.	1467086
2004-01-26	1056899 Ontario Ltd.	1056899
2004-01-26	1258914 Ontario Inc.	1258914
2004-01-26	2002625 Ontario Inc.	2002625
2004-01-26	2005204 Ontario Inc.	2005204
2004-01-26	926614 Ontario Limited	926614
2004-01-27	New World Financial Group Inc.	2000466
2004-01-27	Nil Ultra Investments Limited	108777
2004-01-27	Sl General Partner Inc.	791386
2004-01-27	1089804 Ontario Limited	1089804
2004-01-27	1093254 Ontario Inc.	1093254
2004-01-27	1298492 Ontario Inc.	1298492
2004-01-27	1330189 Ontario Limited	1330189
2004-01-27	1330355 Ontario Limited	1330355
2004-01-27	1410657 Ontario Limited	1410657
2004-01-28	Aquasafe Canada Ltd.	1524223
2004-01-28	Arborscape Designs Inc.	755440
2004-01-28	Cartex International Ltd.	1221655
2004-01-28	China Economy Inc.	1078197
2004-01-28	Detor Corporation	821930
2004-01-28	Durham Greene Equipment Ltd.	1289403
2004-01-28	Expo Masonry Ltd.	1275041
2004-01-28	Geraldton Millworks (Ontario) Ltd.	396018
2004-01-28	J. Hudon Trucking Inc.	1142718
2004-01-28	Kamo Const. Limited	1215499
2004-01-28	O.M.A. Enterprises Inc.	1132050
2004-01-28	Parada Consulting Inc.	1371336
2004-01-28	Queensway Bowl Limited	71744
2004-01-28	Receivable Discount Corporation	1050936
2004-01-28	S & B Leis Ltd.	1271246
2004-01-28	St. Catharines Orthopaedic Facilities Limited	298866
2004-01-28	Stelcofab Holdings Inc.	740849
2004-01-28	West Mechanical Inc.	945399
2004-01-28	Zennon Enterprises Ltd.	316739
2004-01-28	1003954 Ontario Ltd.	1003954
2004-01-28	1045190 Ontario Inc.	1045190
2004-01-28	1132422 Ontario Ltd.	1132422
2004-01-28	1163849 Ontario Inc.	1163849
2004-01-28	1219614 Ontario Inc.	1219614
2004-01-28	1310723 Ontario Limited	1310723
2004-01-28	1324659 Ontario Inc.	1324659
2004-01-28	1376000 Ontario Limited	1376000
2004-01-28	1405541 Ontario Inc.	1405541
2004-01-28	2001826 Ontario Inc.	2001826
2004-01-28	740850 Ontario Inc.	740850
2004-01-28	954766 Ontario Limited	954766
2004-01-28	981012 Ontario Inc.	981012
2004-01-29	Bealord Holdings Ltd.	517911
2004-01-29	Dabco Management & Investment Corporation	1016892
2004-01-29	H.G.B.L. General Contracting Limited	903042
2004-01-29	Nean Holdings (Bristol) Inc.	739116
2004-01-29	Nuance Communications Ottawa Limited	1426225
2004-01-29	1107156 Ontario Inc.	1107156
2004-01-29	1198019 Ontario Inc.	1198019
2004-01-29	1235978 Ontario Inc.	1235978
2004-01-29	516169 Ontario Limited	516169
2004-01-30	B And L Merchandising Inc.	1336064
2004-01-30	B&M Diesel Repairs Limited	1470691
2004-01-30	King West Discount Pharmacy Limited	1257134
2004-01-30	Lee & Chan Investment Corporation	1193024
2004-01-30	Lusitania Masonry Contracting Ltd.	1093703
2004-01-30	720085 Ontario Limited	720085
2004-01-30	897792 Ontario Inc.	897792

B. G. Hawton,
Director, Companies and Personal Property
Security Branch
(137-G49)

Cancellations for Cause (Business Corporations Act)

Notice Is Hereby Given that by orders under section 240 of the Business Corporation Act, the certificates set out hereunder have been cancelled for cause and in the case of certificates of incorporation the corporations have been dissolved. The effective date of cancellation precedes the corporation listing.

Date	Name of Corporation	Ontario Corporation Number
2004-01-29	Mspect Canada Ltd.	2001444
2004-01-30	Accurate Models & Prototypes Inc.	572108
2004-01-30	Coyote Smokehouse Saloon Inc.	1281069
2004-01-30	Elgin Law Chambers Inc.	694292
2004-01-30	J. H. Macdonald & Sons Chemical & Papers Ltd.	437311
2004-01-30	Leyburn Holdings Inc.	1250265
2004-01-30	Rison Consultants Inc.	1125396
2004-01-30	Sarducci’s Kennedy Ltd.	1303947
2004-01-30	Schell’s Camp And Park Limited	359321
2004-01-30	Sra Freightways Inc.	1565942
2004-01-30	Sudano Haulage Inc.	877829
2004-01-30	The Idea Factory Limited	654381
2004-01-30	Valley Plaza Ltd.	1142658
2004-01-30	705403 Ontario Limited	705403
2004-01-30	1090191 Ontario Inc.	1090191
2004-01-30	1093467 Ontario Inc.	1093467

B. G. Hawton,
Director, Companies and Personal Property
Security Branch
(137-G47)

Notice of Default in Complying with the Corporations Information Act

Notice Is Hereby Given under subsection 241(3) of the Business Corporations Act that unless the corporations listed hereunder comply with the filing requirements under the Corporations Information Act within 90 days of this notice orders dissolving the corporation(s) will be issued. The effective date precedes the corporation listings.

Date	Name of Corporation	Ontario Corporation Number
2004-02-02	Champlain Entertainment Inc.	979658
2004-02-02	The Bordon Group Inc.	1011617
2004-02-02	1069875 Ontario Inc.	1069875

B. G. Hawton,
Director, Companies and Personal Property
Security Branch
(137-G46)

Cancellations of Certificate of Incorporation (Business Corporations Act)

Notice Is Hereby Given that by orders under subsection 241(4) of the Business Corporation Act, the certificates of incorporation set out hereunder have been cancelled and corporation(s) have been dissolved. The effective date of cancellation precedes the corporation listing.

Date	Name of Corporation	Ontario Corporation Number
2004-01-29	Batchawana Bay Wilderness Camps North Limited	1188080
2004-01-29	Media Request Advertising & Promotion Inc.	1105396
2004-01-29	Pro Athletic Wear Manufacturing Ltd.	1139883
2004-01-29	Sportz Bearz Inc.	1139882
2004-01-29	416 Motoring Ltd.	1540566
2004-01-29	1540253 Ontario Inc.	1540253
2004-01-29	1540421 Ontario Inc.	1540421
2004-01-29	1540770 Ontario Inc.	1540770
2004-01-29	1541271 Ontario Inc.	1541271
2004-01-29	2015609 Ontario Inc.	2015609
2004-02-02	A.K.M. Building Services Inc.	1549724
2004-02-02	Afg/Global Financial Group Inc.	1549703
2004-02-02	Allzone International Group Inc.	1549620
2004-02-02	Amphi Consulting Inc.	1517961
2004-02-02	Anu Network Inc.	1549669
2004-02-02	Big Iron Leasing Inc.	2018682
2004-02-02	Counsel Imperial Limited	2018711
2004-02-02	Delmage Roofing Limited	1537582
2004-02-02	Dongyan International (Canada) Ltd.	2018648
2004-02-02	Eglinton East Collision Inc.	2018691
2004-02-02	Focus Auto Equipment (Canada) Ltd.	1549742
2004-02-02	Intergames Limited	1047308
2004-02-02	International Canadian Laboratories Inc.	2008154
2004-02-02	Jdxconsultancy Inc.	2018608
2004-02-02	Leadmultiplier Inc.	1549691
2004-02-02	O. W. Waste Inc.	2018681
2004-02-02	Paradise Management & Investment Inc.	1549648
2004-02-02	Path Yoga Inc.	1499864
2004-02-02	Portsmouth Enterprises Inc.	1499865
2004-02-02	Power Units Inc.	1549698
2004-02-02	Rice And Spice Indian Groceries Inc.	1549664
2004-02-02	Target Transfer Inc.	2018683
2004-02-02	The Changeroom Inc.	1514308
2004-02-02	Twa International Inc.	1549735
2004-02-02	Webstar Entertainment Inc.	1549502
2004-02-02	901 King Street West Limited	993216
2004-02-02	1020361 Ontario Limited	1020361
2004-02-02	1309762 Ontario Corporation	1309762
2004-02-02	1490275 Ontario Limited	1490275
2004-02-02	1503801 Ontario Inc.	1503801
2004-02-02	1514286 Ontario Limited	1514286
2004-02-02	1524178 Ontario Limited	1524178
2004-02-02	1524179 Ontario Limited	1524179
2004-02-02	1537571 Ontario Limited	1537571
2004-02-02	1540799 Ontario Inc.	1540799
2004-02-02	1541270 Ontario Inc.	1541270
2004-02-02	1541313 Ontario Inc.	1541313
2004-02-02	1541314 Ontario Inc.	1541314
2004-02-02	1541706 Ontario Ltd.	1541706
2004-02-02	1549634 Ontario Ltd.	1549634
2004-02-02	1549635 Ontario Ltd.	1549635
2004-02-02	1549636 Ontario Ltd.	1549636
2004-02-02	1566836 Ontario Inc.	1566836
2004-02-03	Bentley Motors Limited	1308913
2004-02-03	Hospitality Entertainment Systems Ltd.	1549614
2004-02-03	Illuminati Ltd.	1549605
2004-02-03	Northern Silver Fox Resources Inc.	345044
2004-02-03	Platis Cleaners & Alterations Inc.	1549687
2004-02-03	St. Thomas Transport Inc.	2018645
2004-02-03	Swiggy Dee’s CafÉ Inc.	1549639
2004-02-03	T.M. Enterprises Corp.	1549594
2004-02-03	976318 Ontario Inc.	976318
2004-02-03	1021483 Ontario Ltd.	1021483
2004-02-03	1024994 Ontario Limited	1024994
2004-02-03	1544920 Ontario Inc.	1544920
2004-02-03	1549471 Ontario Inc.	1549471
2004-02-03	1549477 Ontario Inc.	1549477
2004-02-03	1549478 Ontario Inc.	1549478
2004-02-03	1549541 Ontario Ltd.	1549541
2004-02-03	1549542 Ontario Inc.	1549542
2004-02-03	1549563 Ontario Inc.	1549563
2004-02-03	1549564 Ontario Inc.	1549564
2004-02-03	1549578 Ontario Inc.	1549578
2004-02-03	1549579 Ontario Inc.	1549579
2004-02-03	1549580 Ontario Inc.	1549580
2004-02-03	1549581 Ontario Inc.	1549581
2004-02-03	1549602 Ontario Inc.	1549602
2004-02-03	1549680 Ontario Ltd.	1549680
2004-02-03	2018652 Ontario Ltd.	2018652
2004-02-04	Agrani Exchange Inc.	1549415
2004-02-04	Alfa Machinery And Fabrication Inc.	1549462
2004-02-04	Aral Consulting Inc.	1542037
2004-02-04	Bmd Automation Inc.	1540430
2004-02-04	Canor Iron Works Ltd.	1534340
2004-02-04	Chocolotta Inc.	1536752
2004-02-04	Criccieth Investments Inc.	1531045
2004-02-04	Echelon Medical Technologies Inc.	1540310
2004-02-04	Finance Plus Ontario Inc.	1537575
2004-02-04	Fine Colours Powder Coating Limited	1540407
2004-02-04	Gold & Green Publishing Inc.	1020256
2004-02-04	Graphic Technical Supply Inc.	1540398
2004-02-04	Inter Moulding Solutions Inc.	1549505
2004-02-04	Isha Imports Inc.	2015589
2004-02-04	Janssen Horticultural Services Inc.	1527072
2004-02-04	Kiara Sanitation Ltd.	1535215
2004-02-04	Off-Campus Cafe Inc.	1544910
2004-02-04	Praxas Media Inc.	1534341
2004-02-04	Procim Ideas Inc.	1536767
2004-02-04	Stone Impact Inc.	1549435
2004-02-04	Tecomas Int’l. Feasibility Study And Management Consultancy Inc.	1534351
2004-02-04	Vaccaro Bros Inc.	1540299
2004-02-04	Vision Quest Associates Inc.	1543480
2004-02-04	1017047 Ontario Inc.	1017047
2004-02-04	1514926 Ontario Ltd.	1514926
2004-02-04	1517877 Ontario Limited	1517877
2004-02-04	1523913 Ontario Ltd.	1523913
2004-02-04	1525139 Ontario Limited	1525139
2004-02-04	1527100 Ontario Inc.	1527100
2004-02-04	1528107 Ontario Ltd.	1528107
2004-02-04	1529052 Ontario Inc.	1529052
2004-02-04	1530935 Ontario Limited	1530935
2004-02-04	1534344 Ontario Inc.	1534344
2004-02-04	1534347 Ontario Inc.	1534347
2004-02-04	1534358 Ontario Inc.	1534358
2004-02-04	1537890 Ontario Limited	1537890
2004-02-04	1540009 Ontario Limited	1540009
2004-02-04	1540263 Ontario Ltd.	1540263
2004-02-04	1540277 Ontario Inc.	1540277
2004-02-04	1540399 Ontario Inc.	1540399
2004-02-04	1540415 Ontario Ltd.	1540415
2004-02-04	1544916 Ontario Inc.	1544916
2004-02-04	1549448 Ontario Inc.	1549448
2004-02-04	1549546 Ontario Ltd.	1549546
2004-02-04	1549547 Ontario Inc.	1549547

B. G. Hawton,
Director, Companies and Personal Property
Security Branch
(137-G48)

Notice of Default in Complying with the Corporations Tax Act

The Director has been notified by the Minister of Finance that the following corporations are in default in complying with the Corporations Tax Act.

Notice Is Hereby Given under subsection 241 (1) of the Business Corporations Act, that unless the corporations listed hereunder comply with the requirements of the Corporations Tax Act within 90 days of this notice, orders will be made dissolving the defaulting corporations. All enquiries concerning this notice are to be directed to Corporations Tax Branch, Ministry of Finance, 33 King Street West, Oshawa, Ontario L1H 8H6.

Date	Name of Corporation	Ontario Corporation Number
1	Kawartha Buyers Guide Inc.	1131565
2	1157163 Ontario Inc.	1157163
3	1294705 Ontario Inc.	1294705
4	523238 Ontario Inc.	523238
5	952425 Ontario Limited	952425

B. G. Hawton,
Director, Companies and Personal Property
Security Branch
(137-G50)

Erratum Notice

Ontario Gazette Vol. 136-30 dated July 26, 2003

Notice Is Hereby Given that the notice issued under Section 241(3) of the Business Corporations Act set out in the Ontario Gazette of July 26, 2003 was published in error, and is null and void.

Date	Name of Corporation	Ontario Corporation Number
2003-07-14	Chelsea Renewal Centre Of Essex County	1158274

B. G. Hawton,
Director, Companies and Personal Property
Security Branch
(137-G52)

Cancellation of Certificates of Incorporation (Corporations Tax Act Defaulters)

Notice Is Hereby Given that, under subsection 241 (4) of the Business Corporations Act, the Certificates of Incorporation of the corporations named hereunder have been cancelled by an Order dated 19 January, 2004 for default in complying with the provisions of the Corporations Tax Act, and the said corporations have been dissolved on that date.

Date	Name of Corporation	Ontario Corporation Number
19 January, 2004	Allied Dunbar International Inc.	1037216
19 January, 2004	Betra Communications Inc.	1130252
19 January, 2004	Brown’s Line Massage, Inc.	1206492
19 January, 2004	Businex Business Centres (Woodbridge) Inc.	812064
19 January, 2004	Calledwell Pringle Limited	934256
19 January, 2004	Canintco Ltd.	1013656
19 January, 2004	Cantrox System Ltd.	1125200
19 January, 2004	Classic Converters Inc.	929676
19 January, 2004	Ferraton Holdings Inc.	882772
19 January, 2004	Fridge-Alert International Inc.	1070516
19 January, 2004	Georgia Carpet Outlet Ltd.	1174244
19 January, 2004	Grafico Inc.	988304
19 January, 2004	Ground Zero Limited	800252
19 January, 2004	Humber Construction Inc.	1099424
19 January, 2004	International Intercontinental Resources Inc.	1022736
19 January, 2004	Kennedy & Associates Inc.	1015592
19 January, 2004	Meneley Homes Ltd.	711764
19 January, 2004	Nexsys Corporation	1103648
19 January, 2004	Niagara Windpower Inc.	1165318
19 January, 2004	Only Lamps And Ballasts Inc.	900000
19 January, 2004	Page World Inc.	1192035
19 January, 2004	Pandakita Limited	1104792
19 January, 2004	Realjo Holdings Inc.	1018056
19 January, 2004	Skyway Express Inc.	809943
19 January, 2004	Sovereign International Capital Corp., Inc.	1183231
19 January, 2004	Sparkles Wholesalers Inc.	1071600
19 January, 2004	Special Lady Beauty Salon Ltd.	939988
19 January, 2004	Suro Company Inc.	1080332
19 January, 2004	T.C.I. Consultants International Inc.	995996
19 January, 2004	Tiffany Arts & Collectables Inc.	1083572
19 January, 2004	Torcan Ventures Inc.	843336
19 January, 2004	Trican International Co. Ltd.	1023652
19 January, 2004	Twenty-First Century Companies, Inc.	1165136
19 January, 2004	Wilcolm Mechanical Inc.	861136
19 January, 2004	1020928 Ontario Inc.	1020928
19 January, 2004	1067456 Ontario Ltd.	1067456
19 January, 2004	1080204 Ontario Inc.	1080204
19 January, 2004	1086928 Ontario Inc.	1086928
19 January, 2004	1111652 Ontario Inc.	1111652
19 January, 2004	1128032 Ontario Inc.	1128032
19 January, 2004	1131976 Ontario Ltd.	1131976
19 January, 2004	1150236 Ontario Inc.	1150236
19 January, 2004	1152729 Ontario Inc.	1152729
19 January, 2004	1153203 Ontario Ltd.	1153203
19 January, 2004	590964 Ontario Inc.	590964
19 January, 2004	592178 Ontario Inc.	592178
19 January, 2004	633316 Ontario Inc.	633316
19 January, 2004	664264 Ontario Limited	664264
19 January, 2004	715720 Ontario Inc.	715720
19 January, 2004	718416 Ontario Limited	718416
19 January, 2004	724532 Ontario Inc.	724532
19 January, 2004	725116 Ontario Inc.	725116
19 January, 2004	770460 Ontario Limited	770460
19 January, 2004	777956 Ontario Limited	777956
19 January, 2004	809256 Ontario Ltd.	809256
19 January, 2004	842068 Ontario Limited	842068
19 January, 2004	851652 Ontario Inc.	851652
19 January, 2004	902832 Ontario Limited	902832
19 January, 2004	977420 Ontario Inc.	977420
19 January, 2004	985928 Ontario Inc.	985928
19 January, 2004	993056 Ontario Inc.	993056

B. G. Hawton,
Director, Companies and Personal Property
Security Branch
(137-G51)

Order in Council

O.C./1662/2003

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

In 1995, the Ipperwash Provincial Park was the site of a protest by First Nations representatives. Mr. Dudley George was shot in the course of the protest and later died.

Under the Public Inquiries Act, R.S.O 1990, c. P.41, the Lieutenant Governor in Council may, by commission, appoint one or more persons to inquire into any matter connected with or affecting the good government of Ontario or the conduct of any part of the public business thereof or the administration of justice therein or any matter of public concern, if the inquiry is not regulated by any special law and if the Lieutenant Governor in Council considers it desirable to inquire into that matter.

The Lieutenant Governor in Council considers it desirable to inquire into the following matters. The inquiry is not regulated by any special law.

Therefore, pursuant to the Public Inquiries Act:

Establishment of the Commission

A commission shall be issued effective November 12, 2003 appointing the Honourable Sidney B. Linden as a commissioner.

Mandate

The commission shall:
1. inquire into and report on events surrounding the death of Dudley George; and
2. make recommendations directed to the avoidance of violence in similar circumstances.
The commission shall perform its duties without expressing any conclusion or recommendation regarding the civil or criminal liability of any person or organization. The commission, in the conduct of its inquiry, shall ensure that it does not interfere with any ongoing legal proceedings relating to these matters.
The commission shall deliver its final report containing its findings, conclusions and recommendations to the Attorney General. In delivering its report to the Attorney General the commission shall be responsible for translation and printing, and shall ensure that it is available in both English and French, in electronic and printed versions, and in sufficient quantities for public release. The Attorney General shall make the report available to the public.
Part III of the Public Inquiries Act applies to the inquiry and the commission conducting it.

Resources

The commission may make recommendations to the Attorney General regarding funding to parties who have been granted standing, to the extent of the party’s interest, where in the commission’s view the party would not otherwise be able to participate in the inquiry without such funding.
Within an approved budget, the commission may retain such counsel, staff, investigators and expert advisers as it considers necessary in the performance of its duties at reasonable remuneration approved by the Ministry of the Attorney General. They shall be reimbursed for reasonable expenses incurred in connection with their duties in accordance with Management Board of Cabinet Directives and Guidelines.
The commission shall follow Management Board of Cabinet Directives and Guidelines and other applicable government policies in obtaining other services and goods it considers necessary in the performance of its duties unless, in the commissioner’s view, it is not possible to follow them.
All ministries, Cabinet Office, the Premier’s Office, and all boards, agencies and commissions of the government of Ontario shall, subject to any privilege or other legal restrictions, assist the commission to the fullest extent so that the commission may carry out its duties.

Recommended

Michael Bryant
Attorney General

Concurred

Dwight Douglas Duncan
Chair of Cabinet

Approved and Ordered, November 12, 2003.

James K. Bartleman
Lieutenant Governor
(137-G45)

O.C. 1/2004

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

Whereas it has been determined that it is desirable to authorize under the common law and pursuant to the prerogative of Her Majesty the Queen in right of Ontario and in the discharge of the government’s executive functions, an individual to review, on a systemic basis, the meat regulatory and inspection regimes, including free standing meat processors, in Ontario in order to strengthen public health and safety and business confidence;

And Whereas it is desirable to set out the terms of reference for such a review;

And Therefore the Honourable Mr. Justice Roland J. Haines be authorized to conduct such a review;

And That the terms of reference for Mr. Justice Haines’s review be as follows:

Mandate

Mr. Justice Haines shall:
1. review regulatory standards, including the existing legislative scheme, and the interface among inspection, compliance and enforcement in the meat regulatory and inspection regimes, and those relating to free-standing meat processors. This should include a review of the roles and responsibilities of the Ministry of Agriculture and Food, Ministry of Natural Resources, Ministry of Health and Long-Term Care, and local health units;
2. conduct inter-jurisdictional analysis and identify best practices; and
3. make recommendations on approaches to strengthen regulatory and legislative systems, including strategies for accelerating harmonization with the federal government.
Mr. Justice Haines may request any person to provide information or records to him, and hold public and/or private meetings.
Mr. Justice Haines shall perform his duties without making any findings of fact or misconduct, or expressing any conclusions or recommendations regarding the civil or criminal liability of any person or organization, and without interfering in any investigations or criminal or other legal proceedings. In particular, consideration must be given to the deferral of interviews with potential witnesses in order to maintain the integrity of those processes.
Mr. Justice Haines shall deliver his final report containing his findings, conclusions and recommendations to the Attorney General on April 30, 2004 or, if requested by Mr. Justice Haines, at such later date approved by the Attorney General. In delivering his report to the Attorney General, Mr. Justice Haines shall be responsible for translation and printing and shall ensure that the report is available in both English and French, in electronic and printed versions, and in sufficient quantities for public release. The Attorney General shall make the report available to the public.

Resources

Within an approved budget, Mr. Justice Haines may retain such counsel, staff, investigators, and expert advisers, as he considers necessary in the performance of his duties at rates of remuneration approved by the Ministry of the Attorney General. Persons retained shall be reimbursed for reasonable expenses incurred in connection with their duties in accordance with Management Board of Cabinet Directives and Guidelines.
Mr. Justice Haines shall follow Management Board of Cabinet Directives and Guidelines and other applicable government policies in obtaining other services and goods he considers necessary in the performance of his duties unless, in Mr. Justice Haines’s view, it is not possible to follow them.
All ministries, Cabinet Office, the Premier’s Office, and all boards, agencies and commissions of the government of Ontario shall, subject to any privilege or other legal restrictions, assist Mr. Justice Haines to the fullest extent so that he may carry out his duties.

Recommended

Michael Bryant
Attorney General

Concurred

Jerry Phillips
Chair of Cabinet

Approved and Ordered, January 4, 2004.

James K. Bartleman
Lieutenant Governor
(137-G45)

O.C. 146/2004

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

Pursuant to the provisions of the Executive Council Act, section 2(3), Order in Council O.C. 1656/2003, dated October 23, 2003, be amended by deleting the following name and assignment:

Michael J. Gravelle
as Parliamentary Assistant to the Minister of Labour

And substituting in lieu thereof the following name and assignment:

Kevin Flynn
as Parliamentary Assistant to the Minister of Labour

Recommended

Dalton Mcguinty
Premier and President of the Council

Concurred

Dwight Douglas Duncan
Chair of Cabinet

Approved and Ordered, February 4, 2004.

James K. Bartleman
Lieutenant Governor
(137-G54)

O.C. 157/2004

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

Whereas the Firearms Act, S.C. 1995, c. 39 is federal legislation that regulates all matters relating to firearms in Ontario, including use, ownership and sale.

And Whereas the Act imposes certain duties and functions with respect to its administration by the provinces on the ‘‘provincial minister’’ of each province,

And Whereas subsection 2(1) of the Act states that the provincial minister is the member of the Executive Council of the province who is designated as such by the Lieutenant Governor in Council of the province,

Now Therefore pursuant to subsection 2(1) of the Firearms Act, S.C. 1995, c. 39, the Minister of Community Safety and Correctional Services be designated as the provincial minister for the province of Ontario for the purposes of the Act.

And That Order in Council numbered O.C. 1047/2002, dated April 25 2002, be revoked.

Recommended

Dalton Mcguinty,
Premier and President of the Council

Concurred

Dwight Douglas Duncan,
Chair of Cabinet

Approved and Ordered, February 4, 2004.

James K. Bartleman,
Lieutenant Governor
(137-G54)

O.C. 164/2004

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

Pursuant to subsection 5(1) of the Executive Council Act, R.S.O 1990, c. E-25 the powers and duties of the Minister of Transportation under or in relation to the Highway Traffic Act, R.S.O 1990, c.H.-8 as amended and as assigned to the Minister of Transportation by Order in Council 1702/2003 dated the 19^th day of November, 2003, specified in the sections below, are assigned and transferred to the Minister of Finance;

Section 7.3

Clause 7.4(a)
Section 7.5
Section 7.6
Section 7.7
Section 7.8
Section 7.16

And That Order in Council 1692/2003 dated the 19^th day of November, 2003 is amended by adding the statutory powers assigned by this Order in Council to the appendix to that Order.

Recommended

Dalton Mcguinty
Premier and President of the Council

Concurred

Dwight Douglas Duncan
Chair of Cabinet

Approved and Ordered, February 4, 2004.

James K. Bartleman
Lieutenant Governor
(137-G54)

Ontario Securities Commission

Ontario Securities Commission Rule 45-501 Exempt Distributions

Part 1 Definitions
1. Definitions - In this Rule
  
  “accredited investor” means
  1. a bank listed in Schedule I or II of the Bank Act (Canada), or an authorized foreign bank listed in Schedule III of that Act;
  2. the Business Development Bank incorporated under the Business Development Bank Act (Canada);
  3. a loan corporation or trust corporation registered under the Loan and Trust Corporations Act or under the Trust and Loan Companies Act (Canada), or under comparable legislation in any other jurisdiction;
  4. a co-operative credit society, credit union central, federation of caisses populaires, credit union or league, or regional caisse populaire, or an association under the Cooperative Credit Associations Act (Canada), in each case, located in Canada;
  5. a company licensed to do business as an insurance company in any jurisdiction;
  6. a subsidiary entity of any person or company referred to in paragraph (a), (b), (c), (d) or (e), where the person or company owns all of the voting shares of the subsidiary entity;
  7. a person or company registered under the Act or securities legislation in another jurisdiction as an adviser or dealer, other than a limited market dealer;
  8. the government of Canada or of any jurisdiction, or any crown corporation, instrumentality or agency of a Canadian federal, provincial or territorial government;
  9. any Canadian municipality or any Canadian provincial or territorial capital city;
  10. any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any instrumentality or agency thereof;
  11. a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority;
  12. a registered charity under the Income Tax Act (Canada);
  13. an individual who beneficially owns, or who together with a spouse beneficially own, financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000;
  14. an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of those years and who, in either case, has a reasonable expectation of exceeding the same net income level in the current year;
  15. an individual who has been granted registration under the Act or securities legislation in another jurisdiction as a representative of a person or company referred to in paragraph (g), whether or not the individual’s registration is still in effect;
  16. a promoter of the issuer or an affiliated entity of a promoter of the issuer;
  17. a spouse, parent, brother, sister, grandparent or child of an officer, director or promoter of the issuer;
  18. a person or company that, in relation to the issuer, is an affiliated entity or a person or company referred to in clause (c) of the definition of distribution in subsection 1(1) of the Act;
  19. an issuer that is acquiring securities of its own issue;
  20. a company, limited liability company, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or nonredeemable investment fund, that had net assets of at least $5,000,000 as reflected in its most recently prepared financial statements;
  21. a person or company that is recognized by the Commission as an accredited investor;
  22. a mutual fund or non-redeemable investment fund that, in Ontario, distributes its securities only to persons or companies that are accredited investors;
  23. a mutual fund or non-redeemable investment fund that, in Ontario, distributes its securities under a prospectus for which a receipt has been granted by the Director or, if it has ceased distribution of its securities, has previously distributed its securities in this manner;
  24. a fully managed account if it is acquiring a security that is not a security of a mutual fund or non-redeemable investment fund;
  25. an account that is fully managed by a trust corporation registered under the Loan and Trust Corporations Act or under the Trust and Loan Companies Act (Canada), or under comparable legislation in any other jurisdiction;
  26. an entity organized outside of Canada that is analogous to any of the entities referred to in paragraphs (a) through (g) and paragraph (k) in form and function; and
  27. a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors;
  “business assets” means assets owned by a person or company which have been used in connection with a business carried on by that person or company;
  
  “closely-held issuer” means an issuer, other than a mutual fund or non-redeemable investment fund, whose
  1. shares are subject to restrictions on transfer requiring the approval of either the board of directors or the shareholders of the issuer (or the equivalent in a non-corporate issuer) contained in constating documents of the issuer or one or more agreements among the issuer and holders of its shares; and
  2. outstanding securities are beneficially owned, directly or indirectly, by not more than 35 persons or companies, exclusive of
    1. persons or companies that are, or at the time they last acquired securities of the issuer were, accredited investors;
    2. current or former directors or officers of the issuer or of an affiliated entity of the issuer; and
    3. current or former employees of the issuer or of an affiliated entity of the issuer, or current or former consultants as defined in Mi 45-105, who in each case beneficially own only securities of the issuer that were issued as compensation by, or under an incentive plan of, the issuer or an affiliated entity of the issuer;
    provided that:
    1. two or more persons who are the joint registered holders of one or more securities of the issuer shall be counted as one beneficial owner of those securities; and
    2. a corporation, partnership, trust or other entity shall be counted as one beneficial owner of securities of the issuer unless the entity has been created or is being used primarily for the purpose of acquiring or holding securities of the issuer, in which event each beneficial owner of an equity interest in the entity or each beneficiary of the entity, as the case may be, shall be counted as a separate beneficial owner of those securities of the issuer;
  “convertible security” means a security of an issuer that is convertible into, or carries the right of the holder to purchase, or of the issuer to cause the purchase of, a security of the same issuer;
  
  “entity” means a company, syndicate, partnership, trust or unincorporated organization;
  
  “exchangeable security” means a security of an issuer that is exchangeable for, or carries the right of the holder to purchase, or the right of the issuer to cause the purchase of, a security of another issuer;
  
  “exchange issuer” means an issuer that distributes securities of a reporting issuer held by it in accordance with the terms of an exchangeable security of its own issue;
  
  “financial assets” means cash, securities, or any contract of insurance or deposit or evidence thereof that is not a security for the purposes of the Act;
  
  “fully managed account” means an investment portfolio account of a client established in writing with a portfolio adviser who makes investment decisions for the account and has full discretion to trade in securities of the account without requiring the client’s express consent to a transaction;
  
  “government incentive security” means
  1. a security, or unit or interest in a partnership that invests in a security, that is issued by a company and for which the company has agreed to renounce in favour of the holder of the security, unit or interest, amounts that will constitute Canadian exploration expense, as defined in subsection 66.1(6) of the Ita, or Canadian development expense, as defined in subsection 66.2(5) of the Ita, or Canadian oil and gas property expense, as defined in subsection 66.4(5) of the Ita; or
  2. a unit or interest in a partnership or joint venture that is issued in order to fund Canadian exploration expense as defined in subsection 66.1(6) of the Ita or Canadian development expense as defined in subsection 66.2(5) of the Ita or Canadian oil and gas property expense as defined in subsection 66.4(5) of the Ita;
  “multiple convertible security” means a security of an issuer that is convertible into or exchangeable for, or carries the right of the holder to purchase, or of the issuer or exchange issuer to cause the purchase of, a convertible security, an exchangeable security or another multiple convertible security;
  
  “Mi 45-102” means Multilateral Instrument 45-102 Resale of Securities;
  
  “Mi 45-105” means Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors, and Consultants;
  
  “portfolio adviser” means
  1. a portfolio manager; or
  2. a broker or investment dealer exempted from registration as an adviser under subsection 148(1) of the Regulation if that broker or investment dealer is not exempt from the by-laws or regulations of the Toronto Stock Exchange or the Investment Dealers’ Association of Canada referred to in that subsection;
  “Previous Rule” means Rule 45-501 Exempt Distributions as it read when it was published on January 8, 1999 at (1999) 22 Oscb 56;
  
  “related liabilities” means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets;
  
  “spouse”, in relation to an individual, means another individual to whom that individual is married, or another individual of the opposite sex or the same sex with whom that individual is living in a conjugal relationship outside marriage;
  
  “Type 1 trade” means a trade in a security under an exemption from the prospectus requirement in clause 72(1)(a), (b), (c), (d), (l), (m), (p) or (q) of the Act, or section 2.3, 2.12, 2.13, 2.14 or 2.16 of this Rule, or section 2.4, 2.5 or 2.11 of the Previous Rule;
  
  “Type 2 trade” means a trade in a security under an exemption from the prospectus requirement in clause 72(1)(f) (other than a trade to an associated consultant or investor consultant as defined in Rule 45-503 Trades to Employees, Executives and Consultants or a trade to an associated consultant or investor relations person as defined in Mi 45-105), (h), (i), (j), (k) or (n) of the Act, or section 2.5, 2.8 or 2.15 of this Rule; and
  
  “underlying security” means a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security.
2. Interpretation
  1. In this Rule a person or company is considered to be an affiliated entity of another person or company if one is a subsidiary entity of the other, or if both are subsidiary entities of the same person or company, or if each of them is controlled by the same person or company.
  2. In this Rule a person or company is considered to be controlled by a person or company if
    1. in the case of a person or company,
      1. voting securities of the first-mentioned person or company carrying more than 50 percent of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person or company, and
      2. the votes carried by the securities are entitled, if exercised, to elect a majority of the directors of the first-mentioned person or company;
    2. in the case of a partnership that does not have directors, other than a limited partnership, the second-mentioned person or company holds more than 50 percent of the interests in the partnership; or
    3. in the case of a limited partnership, the general partner is the second-mentioned person or company.
  3. In this Rule a person or company is considered to be a subsidiary entity of another person or company if
    1. it is controlled by,
      1. that other, or
      2. that other and one or more persons or companies each of which is controlled by that other, or
      3. two or more persons or companies, each of which is controlled by that other; or
    2. it is a subsidiary entity of a person or company that is the other’s subsidiary entity.
Part 2 Exemptions From The Registration And Prospectus Requirements Of The Act
1. Exemption for a Trade in a Security of a Closely-Held Issuer
  1. Sections 25 and 53 of the Act do not apply to a trade in a security of an issuer if
    1. in the case of a trade by the issuer, following the trade, the issuer will be a closely-held issuer; or in the case of a trade by a selling security holder, the selling security holder has, upon reasonable inquiry, no grounds to believe that following the trade the issuer will not be a closely-held issuer;
    2. in the case of a trade by the closely-held issuer, following the trade the aggregate proceeds received by the closely-held issuer, and any other issuer engaged in common enterprise with the closely-held issuer, in connection with trades made in reliance upon this exemption will not exceed $3,000,000; and
    3. no selling or promotional expenses are paid or incurred in connection with the trade, except for services performed by a dealer registered under the Act.
  2. If a trade is made under subsection 2.1(1), the seller shall provide an information statement substantially similar to Form 45-501F3 to the purchaser of the security at least four days prior to the date of the trade unless, following the trade, the issuer will have not more than five beneficial holders of its securities.
2. Exemption for a Trade in a Variable Insurance Contract
  1. Sections 25 and 53 of the Act do not apply to a trade by a company licensed under the Insurance Act in a variable insurance contract that is
    1. a contract of group insurance;
    2. a whole life insurance contract providing for the payment at maturity of an amount not less than three quarters of the premiums paid up to age 75 for a benefit payable at maturity;
    3. an arrangement for the investment of policy dividends and policy proceeds in a separate and distinct fund to which contributions are made only from policy dividends and policy proceeds; or
    4. a variable life annuity.
  2. For the purposes of subsection (1), “contract”, “group insurance”, “life insurance” and “policy” have the respective meanings ascribed to them by sections 1 and 171 of the Insurance Act.
3. Exemption for a Trade to an Accredited Investor - Sections 25 and 53 of the Act do not apply to a trade in a security if the purchaser is an accredited investor and purchases as principal.
4. Exemption for a Trade by a Control Person in a Security Acquired under a Formal Take-Over Bid
  1. Section 53 of the Act does not apply to a trade that is a control person distribution in a security that was acquired under a formal bid as defined in Part XX of the Act, if
    1. the offeree issuer had been a reporting issuer for at least 12 months at the date of the bid;
    2. subject to subsection (2), the intention to make the trade was disclosed in the take-over bid circular for the take-over bid;
    3. the trade is made within the period commencing on the date of the expiry of the bid and ending 20 days after that date;
    4. a notice of intention and a declaration prepared in accordance with Form 45-102F3 are filed by the seller before the trade;
    5. an insider report prepared in accordance with Form 55-102F2 or Form 55-102F6, as applicable, is filed by the seller within three days after the completion of the trade; and
    6. no unusual effort is made to prepare the market or to create a demand for the securities and no extraordinary commission is paid for the trade.
  2. Paragraph (1)(b) does not apply to a trade to another person or company that has made a competing formal bid for securities of the same issuer for a per security price not greater than the per security consideration offered by that other person or company in its take-over bid.
5. Exemption for a Trade in Connection with a Securities Exchange Issuer Bid - Sections 25 and 53 of the Act do not apply to a trade in a security that is exchanged by or for the account of the offeror with a securityholder of the offeror in connection with an issuer bid as defined in Part XX of the Act if, at the time of the trade, the issuer whose securities are being issued or transferred is a reporting issuer not in default under the Act or the regulations.
6. Exemption for a Trade upon Exercise of Conversion Rights in a Convertible Security - Sections 25 and 53 of the Act do not apply to a trade by an issuer in an underlying security of its own issue to a holder of a convertible security or multiple convertible security of the issuer on the exercise by the issuer of its right under the convertible security or multiple convertible security to cause the holder to convert into or purchase the underlying security or on the automatic conversion of the convertible security or multiple convertible security, if no commission or other remuneration is paid or given to others for the trade except for administrative or professional services or for services performed by a registered dealer.
7. Exemption for a Trade upon Exercise of Exchange Rights in an Exchangeable Security - Sections 25 and 53 of the Act do not apply to a trade by an exchange issuer in an underlying security to a holder of an exchangeable security or multiple convertible security of the exchange issuer on the exercise by the exchange issuer of its right under the exchangeable security or multiple convertible security to cause the holder to exchange for or purchase the underlying security or on the automatic exchange of the exchangeable security or multiple convertible security, if the exchange issuer delivers to the Commission a written notice stating the date, amount, nature and conditions of the proposed trade, including the net proceeds to be derived by the exchange issuer if the underlying securities are fully taken up and either
  1. the Commission has not informed the exchange issuer in writing within 10 days after the delivery of the notice that it objects to the proposed trade, or
  2. the exchange issuer has delivered to the Commission information relating to the underlying security that is satisfactory to and accepted by the Commission.
8. Exemption for a Trade on an Amalgamation, Reorganization, Arrangement or Specified Statutory Procedure – Sections 25 and 53 do not apply to a trade in a security of an issuer in connection with
  1. an amalgamation, merger, reorganization, arrangement or other statutory procedure;
  2. a statutory procedure under which one issuer takes title to the assets of another issuer that in turn loses its existence by operation of law or under which one issuer merges with one or more issuers, whether or not the securities are issued by the merged issuer; or
  3. a court-approved reorganization under bankruptcy or insolvency legislation.
9. Exemption for a Trade in a Security under the Execution Act - Sections 25 and 53 of the Act do not apply to a trade in a security by a sheriff under the Execution Act, if
  1. there is no published market as defined in Part XX of the Act in respect of the security;
  2. the aggregate acquisition cost to the purchaser is not more than $25,000; and
  3. each written notice to the public soliciting offers for the security or giving notice of the intended auction of the security is accompanied by a statement substantially as follows:
    “These securities are speculative. No representations are made concerning the securities, or the issuer of the securities. No prospectus is available and the protections, rights and remedies arising out of the prospectus provisions of the Securities Act, including statutory rights of rescission and damages, will not be available to the purchaser of these securities.”
10. Exemption for a Trade in Debt of Conseil Scolaire de L’île de Montréal - Sections 25 and 53 of the Act do not apply to a trade if the security being traded is a bond, debenture or other evidence of indebtedness of the Conseil Scolaire de L’île de Montréal.
11. Exemption for a Trade to a Registered Retirement Savings Plan or a Registered Retirement Income Fund - Sections 25 and 53 of the Act do not apply to a trade in a security by an individual or an associate of an individual to a Rrsp or a Rrif established by or for that individual or under which that individual is a beneficiary.
12. Exemption for Certain Trades in a Security of a Mutual Fund or Non-Redeemable Investment Fund
  1. Sections 25 and 53 of the Act do not apply to a trade in a security of a mutual fund or non-redeemable investment fund that is not a reporting issuer if
    1. the purchaser purchases as principal;
    2. either (i) the security has an aggregate acquisition cost to the purchaser of not less than $150,000 or (ii) the security is issued by a mutual fund or non-redeemable investment fund in which the purchaser then owns securities having either an aggregate acquisition cost or an aggregate net asset value of not less than $150,000; and
    3. the mutual fund or non-redeemable investment fund is managed by a portfolio adviser or by a portfolio manager resident in a jurisdiction and registered or exempt from registration under securities legislation of that jurisdiction or a trust corporation registered or authorized to carry on business under the Loan and Trust Corporations Act or under the Trust and Loan Companies Act (Canada), or under comparable legislation in any other jurisdiction
  2. Sections 25 and 53 of the Act do not apply to a trade in a security of a mutual fund or non-redeemable investment fund that is not a reporting issuer if
    1. the purchaser purchases as principal;
    2. the security has an aggregate acquisition cost to the purchaser of not less than $150,000; and
    3. the mutual fund or non-redeemable investment fund is managed by a person or company, not ordinarily resident in Ontario, to whom the adviser registration requirement does not apply pursuant to Part 7 of Rule 35-502 Non-Resident Advisers.
13. Exemption for a Trade by a Promoter or Issuer in a Government Incentive Security
  1. Sections 25 and 53 of the Act do not apply to a trade by an issuer or by a promoter of an issuer in a security of the issuer that is a government incentive security, if
    1. in the aggregate in all jurisdictions, not more than 75 prospective purchasers are solicited resulting in sales to not more than 50 purchasers;
    2. before entering into an agreement of purchase and sale, the prospective purchaser has been supplied with an offering memorandum that includes information
      1. identifying every officer and director of the issuer,
      2. identifying every promoter of the issuer,
      3. (iv) giving the particulars of the professional qualifications and associations during the five years before the date of the offering memorandum of each officer, director and promoter of the issuer that are relevant to the offering,
      4. indicating each of the directors that will be devoting his or her full time to the affairs of the issuer, and
      5. describing the right of action referred to in section 130.1 of the Act that is applicable in respect of the offering memorandum;
    3. the prospective purchaser has access to substantially the same information concerning the issuer that a prospectus filed under the Act would provide and
      1. because of net worth and investment experience or because of consultation with or advice from a person or company that is not a promoter of the issuer and that is an adviser or dealer registered under the Act, is able to evaluate the prospective investment on the basis of information about the investment presented to the prospective purchaser by the issuer or selling securityholder, or
      2. is a senior officer or director of the issuer or of an affiliated entity of the issuer or a spouse or child of any director or senior officer of the issuer or of an affiliated entity of the issuer,
    4. the offer and sale of the security is not accompanied by an advertisement and no selling or promotional expenses have been paid or incurred for the offer and sale, except for professional services or for services performed by a dealer registered under the Act; and
    5. the promoter, if any, has not acted as a promoter of any other issue of securities under this exemption within the calendar year.
  2. For the purpose of determining the number of purchasers or prospective purchasers under paragraph (1)(a), a corporation, partnership, trust or other entity shall be counted as one purchaser or prospective purchaser unless the entity has been created or is being used primarily for the purpose of purchasing a security of the issuer, in which event each beneficial owner of an equity interest in the entity or each beneficiary of the entity, as the case may be, shall be counted as a separate purchaser or prospective purchaser.
14. Exemption for a Trade in a Security Distributed under Section 2.13 - Sections 25 and 53 of the Act do not apply to a trade in a security that was previously distributed under the exemption in section 2.13, if each of the parties to the trade is one of the not more than 50 purchasers.
15. Exemption for a Trade in a Security from an Offeree outside Ontario - Sections 25 and 53 of the Act do not apply to a trade in a security to a person or company pursuant to an offer to acquire made by that person or company that would have been a take-over bid or issuer bid if the offer to acquire was made to a security holder in Ontario.
16. Exemption for a Trade in a Security as Consideration for the Purchase of Business Assets with a Prescribed Fair Value - Sections 25 and 53 of the Act do not apply to a trade by an issuer in a security of its own issue as consideration for the purchase of business assets from a person or company, if the fair value of the business assets so purchased is not less than $100,000.
Part 3 Removal Of Certain Exemptions From The Registration And Prospectus Requirements
1. Removal of Certain Exemptions Generally - The exemptions from the registration requirement in paragraphs 3, 4, 5, 18 and 21 of subsection 35(1) and paragraph 10 of subsection 35(2) of the Act and the exemptions from the prospectus requirement in clauses (a), (c), (d), (l) and (p) of subsection 72(1) and clause (a) of subsection 73(1) as it relates to paragraph 10 of subsection 35(2) of the Act are not available for a trade in a security.
2. Removal of Exemptions for Bonds, Debentures and Other Evidences of Indebtedness - The exemption from the registration requirement in subparagraph 1(c) of subsection 35(2) and the corresponding exemption from the prospectus requirement referred to in clause 73(1)(a) of the Act are not available for a trade in a bond, debenture or other evidence of indebtedness that is subordinate in right of payment to deposits held by the issuer or guarantor of the bond, debenture or other evidence of indebtedness.
3. Removal of Exemptions for Securities of a Private Mutual Fund with a Promoter or Manager - The exemption from the registration requirement in paragraph 3 of subsection 35(2) and the corresponding exemption from the prospectus requirement referred to in clause 73(1)(a) of the Act are not available for trades in a security of a private mutual fund if it is administered by a trust company and there is a promoter or manager of the mutual fund other than the trust company.
4. Removal of Registration Exemptions for Market Intermediaries
  1. The exemptions from the registration requirement in sections 2.1, 2.2, 2.3, 2.5, 2.6, 2.7, 2.8, 2.9, 2.12, 2.13, 2.14, 2.15 and 2.16 are not available to a market intermediary.
  2. A limited market dealer may act as a market intermediary in respect of a trade referred to in subsection (1).
Part 4 Offering Memorandum
1. Application of Statutory Right of Action - The right of action referred to in section 130.1 of the Act shall apply in respect of an offering memorandum delivered to a prospective purchaser in connection with a trade made in reliance upon an exemption from the prospectus requirement in section 2.1, 2.3, 2.12 or 2.13.
2. Description of Statutory Right of Action in Offering Memorandum - If the seller delivers an offering memorandum to a prospective purchaser in connection with a trade made in reliance upon an exemption from the prospectus requirement in section 2.1, 2.3, 2.12 or 2.13, the right of action referred to in section 130.1 of the Act shall be described in the offering memorandum.
3. Delivery of Offering Memorandum to Commission - If an offering memorandum is provided to a purchaser of securities in respect of a trade made in reliance upon an exemption from the prospectus requirement in section 2.1, 2.3, 2.12 or 2.13, the seller shall deliver to the Commission a copy of the offering memorandum or any amendment to a previously filed offering memorandum on or before 10 days of the date of the trade.
Part 5 Dealer Registration
1. Removal of Exemption unless Dealer Registered for Trade Described in the Exemption - An exemption from the registration requirement or from the prospectus requirement in the Act or the regulations that refers to a registered dealer is not available for a trade in a security unless the dealer is registered in a category that permits it to act as a dealer for the trade described in the exempting provision.
Part 6 Restrictions On Resale Of Securities Distributed Under Certain Exemptions
1. Resale of a Security Distributed to a Promoter Under Certain Exemptions - If a security of an issuer is distributed to a promoter of the issuer under an exemption from the prospectus requirement in section 2.1, 2.3, 2.12, 2.13, 2.14, 2.15 or 2.16, the first trade in that security by that promoter is a distribution unless the conditions in subsection (2) or (3) of section 2.8 of Mi 45-102 are satisfied.
2. Resale of a Security Distributed under Section 2.1 or 2.15 - If a security is distributed under the exemption from the prospectus requirement in section 2.1 or 2.15, the first trade in that security, other than a trade referred to in section 6.1, is subject to section 2.6 of Mi 45-102.
3. Resale of a Security Distributed under Section 2.3, 2.12, 2.13, 2.14 or 2.16 - If a security is distributed under an exemption from the prospectus requirement in section 2.3, 2.12, 2.13, 2.14 or 2.16, the first trade in that security, other than a trade referred to in section 6.1, is subject to section 2.5 of Mi 45-102.
4. Resale of a Security Distributed under Clause 72(1)(h) of the Act - If a security is distributed under the exemption from the prospectus requirement in clause 72(1)(h) of the Act, the first trade in that security, other than a trade to which section 6.5 applies, is subject to section 2.6 of Mi 45-102.
5. Resale of an Underlying Security of a Multiple Convertible Security, Convertible Security or Exchangeable Security Distributed under Certain Exemptions - If an underlying security is distributed under an exemption from the prospectus requirement on conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired in a Type 1 trade, the first trade in that underlying security is subject to section 2.5 of Mi 45-102.
6. Resale of a Security Distributed under Section 2.6 or 2.7 - If an underlying security is distributed under an exemption from the prospectus requirement in section 2.6 or 2.7 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired
  1. in a Type 2 trade;
  2. under an exemption from the prospectus requirement in section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of Rule 45-503 Trades to Employees, Executives and Consultants, other than a trade by an associated consultant or investor consultant as defined in Rule 45-503 Trades to Employees, Executives and Consultants; or
  3. under an exemption from the prospectus requirement in Part 2 of Mi 45-105; the first trade in that underlying security is subject to section 2.6 of Mi 45-102.
7. Resale of a Security Distributed under Section 2.5 or 2.8 - If a security is distributed under an exemption from the prospectus requirement in section 2.5 or 2.8, the first trade in that security is subject to section 2.6 of Mi 45-102.
8. Resale of a Security Distributed under Section 2.11 - If a security is distributed under the exemption from the prospectus requirement in section 2.11, the first trade in that security is subject to section 2.5 or 2.6 of Mi 45-102, whichever section would have been applicable to a first trade in that security by the person or company making the exempt distribution under section 2.11.
Part 7 Filing Requirements
1. Form 45-501F1 - Every report that is required to be filed under subsection 72(3) of the Act or subsection 7.5(1) shall be filed in duplicate and prepared in accordance with Form 45-501F1.
2. Form 45-501F2
  
  [deleted]
3. [deleted]
4. [deleted]
5. Exempt Trade Reports
  1. Subject to subsections (7) and (8), if a trade is made in reliance upon an exemption from the prospectus requirement in section 2.3, 2.13, 2.14 or 2.16, other than
    1. a trade to a person or company referred to in paragraphs (p) through (s) of the definition of “accredited investor” in section 1.1, or
    2. a trade to an entity referred to in paragraph (aa) of the definition of “accredited investor” in section 1.1, if all of the owners of interests referred to in that paragraph are persons or companies referred to in paragraphs (p) through (s) of that definition
    the seller shall, within 10 days of the trade, file a report in accordance with section 7.1.
  2. [deleted]
  3. If a trade is made in reliance upon the conditions in subsection (2) or (3) of section 2.8 of Mi 45-102 being satisfied, the seller shall comply with the requirements of subsections (4) to (7) of that section.
  4. [deleted]
  5. [deleted]
  6. [deleted]
  7. A report is not required under subsection (1) where, by a trade under section 2.3, a person or company referred to in paragraph (a), (b), (c) or (d) of section 1.1 acquires from a customer an evidence of indebtedness of the customer or an equity investment in the customer acquired concurrently with an evidence of indebtedness.
  8. Despite subsection (1), a report in respect of a trade in a security of a mutual fund or non-redeemable investment fund made in reliance upon the exemption from the prospectus requirement in section 2.3 may be filed not later than 30 days after the financial year end of the mutual fund or non-redeemable investment fund.
6. Fees for Accredited Investor Application
  
  [deleted]
7. Report of a Trade Made under Section 2.12 - If a trade is made in reliance upon an exemption from the prospectus requirement in section 2.12, the issuer shall, not later than thirty days after the financial year end of the issuer in which the trade occurred, file a report, in duplicate, prepared in accordance with Form 45-501F1.
Part 8 Transitional Provisions
1. Accredited Investor Definition Includes Exempt Purchaser - The definition of “accredited investor” in section 1.1 includes, prior to November 30, 2002, a person or company that is recognized by the Commission as an exempt purchaser.
2. Resale of a Security Distributed under Section 2.4, 2.5 or 2.11 of the Previous Rule - If a security was distributed under an exemption from the prospectus requirement in section 2.4, 2.5 or 2.11 of the Previous Rule, the first trade in that security is subject to section 2.5 of Mi 45-102.
3. Resale of an Underlying Security of a Multiple Convertible Security, Convertible Security or Exchangeable Security Distributed under Certain Exemptions in the Previous Rule - If an underlying security was distributed on conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired in a distribution under an exemption from the prospectus requirement in section 2.4, 2.5 or 2.11 of the Previous Rule, the first trade in that underlying security is subject to Section 2.5 of Mi 45-102.
4. Resale of a Security Distributed to a Promoter under Section 2.3 or 2.15 of the Previous Rule - If a security was distributed to a promoter under an exemption from the prospectus requirement in section 2.3 or 2.15 of the Previous Rule, the first trade in that security is a distribution unless the conditions in subsection (2) or (3) of section 2.8 of Mi 45-102 are satisfied.
5. Resale of a Security Distributed under Section 2.9 or 2.10 of the Previous Rule - If an underlying security was distributed under an exemption from the prospectus requirement in section 2.9 or 2.10 of the Previous Rule on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired by the holder in a Type 2 trade, the first trade in that underlying security is subject to section 2.6 of Mi 45-102.
6. Resale of a Security Distributed under Section 2.7, 2.8 or 2.17 or Subsection 2.18(1) of the Previous Rule - If a security was distributed under an exemption from the prospectus requirement in section 2.7, 2.8 or 2.17 of the Previous Rule, or in subsection 2.18(1) of the Previous Rule after the issuer had ceased to be a private issuer for purposes of the Securities Act (British Columbia), the first trade in that security is subject to section 2.6 of Mi 45-102.
Part 9 Exemption
1. Exemption - The Director may grant an exemption to Part 7 of this Rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption in response to an application.
Part 10 Effective Date
1. Effective Date - This instrument shall come into force on January 12, 2004.

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Form 45-501F1

Securities Act (Ontario)

Report under Subsection 72(3) of the Act or Subsection 7.5(1) of Rule 45-501

(To be used for reports of trades made in reliance upon clause 72(1)(b) or (q) of the Act, or Section 2.3, 2.12, 2.13, 2.14 or 2.16 of Rule 45-501)

Full name and address of the seller.
Full name and address of the issuer of the securities traded.
Description of the securities traded.
Date of the trade(s).
Particulars of the trade(s).
Name of Purchaser and Municipality and Jurisdiction of Residence

Amount or Number of Securities Purchased

Purchaser Price per unit

Total Purchase Price (Canadian $)

Exemption Relied Upon
The seller has prepared and certified a statement containing the full legal name and the full residential address of each purchaser identified in section 5 and a certified true copy of the list will be provided to the Commission upon request.
State the name and address of any person acting as agent in connection with trade(s) and the compensation paid or to be paid to such agent.
Has the seller paid a participation fee for the current financial year in accordance with Rule 13-502?
State the name (or title) and the telephone number of the person who may be contacted with respect to any questions regarding the contents of this report.
Certificate of seller or agent of seller.

The undersigned seller hereby certifies, or the undersigned agent of the seller hereby certifies to the best of the agent’s information and belief, that the statements made in this report are true and correct.

Dated at

this day of , 20_______ .

(Name of seller or agent - please print)

(Signature)

(Official capacity - please print)

(Please print name of individual whose signature appears above, if different from name of seller or agent printed above)

Notice - Collection and Use of Personal Information

The personal information prescribed by this form is collected on behalf of and used by the Ontario Securities Commission for purposes of administration and enforcement provisions of the securities legislation in Ontario. All of the information prescribed by this form, except for the information contained in the statement required to be prepared and certified by the seller under section 6 of this form, is made available to the public under the securities legislation of Ontario. If you have any questions about the collection and use of this information, contact the Ontario Securities Commission at the address below:

Ontario Securities Commission
Suite 1903, Box 55,
20 Queen Street West
Toronto, Ontario M5H 3S8
Attention: Administrative Assistant to the Director of
Corporate Finance
Telephone: (416) 593-8200
Facsimile: (416) 593-8177

Instructions:

In answer to section 7 give the name of the person or company who has been or will be paid remuneration directly related to the trade(s), such as commissions, discounts or other fees or payments of a similar nature. It is not necessary to include payments for services incidental to the trade such as clerical, printing, legal or accounting services.
If the space provided for any answer is insufficient, additional sheets may be used and must be cross-referred to the relevant item and properly identified and signed by the person whose signature appears on the report. Note that issuers may file one Form 45-501F1 for a specific transaction that includes the required information for multiple purchasers.
If the seller has not paid a participation fee for the current financial year, or if this form is filed late, a fee may be payable under Rule 13-502. Otherwise, no fee is payable to the Commission in connection with the filing of this form. Cheques must be made payable to the Ontario Securities Commission.
Please print or type and file two signed copies with:
Ontario Securities Commission
Suite 1900, Box 55,
20 Queen Street West
Toronto, Ontario M5H 3S8

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Form 45-501F2

Securities Act (Ontario)

Report under Subsection 7.5(2) of Rule 45-501

[deleted]

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Form 45-501F3

Form Of Information Statement

Introduction

Ontario securities laws have been relaxed to make it easier for small businesses to raise start-up capital from the public. Some potential investors may view this change in securities laws as an opportunity to “get in on the ground floor” of emerging businesses and to “hit it big” as these small businesses grow into large ones.

Statistically, most small businesses fail within a few years. Small business investments are among the most risky that investors can make. This information statement suggests matters for you to consider in deciding whether to make a small business investment.

Risks and Investment Strategy

A basic principle of investing in a small business is: Never Make A Small Business Investment That You Cannot Afford To Lose In Its Entirety. Never use funds that might be needed for other purposes, such as a post-secondary education, retirement, loan repayment or medical expenses, and never borrow money to make such an investment. Instead use funds that you already have set aside and that otherwise would be used for a consumer purchase, such as a vacation.

Never believe that the investment is not risky. Among other risk factors, small business investments generally are highly illiquid. In particular, until the company goes public there are significant restrictions on the resale of its securities. Even after a small business goes public there may be very little liquidity in its shares. This lack of liquidity means that, if the company takes a turn for the worse or if you suddenly need the funds you have invested in the company, you may not be able to sell your securities.

Also, it is important to realize that, just because the proposed offering of securities is permitted under Ontario securities law does not mean that the particular investment will be successful. Neither the Ontario Securities Commission nor any other government agency evaluates or endorses the merits of investments.

Analyzing the Investment

Although there is no magic formula for making successful investment decisions, certain factors are often considered particularly important by professional venture investors. Some questions to consider are as follows:

How long has the company been in business?
Is management putting itself in a position where it will be accountable to investors? For example, is management taking salaries or other benefits that are too large in light of the company’s stage of development? Will outside investors have any voting power to elect representatives to the board of directors?
How much experience does management have in the industry and in operating a small business? How successful were the managers in previous businesses?
Do you know enough about the industry to be able to evaluate the company and make a wise investment?
Does the company have a realistic business plan? Does it have the resources to successfully market its product or service?
How reliable is the financial information, if any, that has been provided to you? Is the information audited?
Is the company subject to any lawsuits?
What are the restrictions on the resale of the securities?

There are many other questions to be answered, but you should be able to answer these before you consider investing. If you have not been provided with the information you need to answer these and any other questions you may have about the proposed investment, make sure that you obtain the information you need from people authorized to speak on the company’s behalf (e.g., management or the directors) before you advance any funds or sign any commitment to advance funds to the company. It is generally a good idea to meet with management of the company face-to-face.

Making Money on Your Investment

There are two classic methods for making money on an investment in a small business: (1) through resale of the securities in the public securities markets following a public offering; and (2) by receiving cash or marketable securities in a merger or other acquisition of the company.

If the company is the type that is not likely to go public or be acquired within a reasonable time (i.e., a family-owned or closely-held corporation), it may not be a good investment for you irrespective of its prospects for success because of the lack of opportunity to cash in on the investment. Management of a successful private company may receive a return indefinitely through salaries and bonuses but it is unlikely that there will be profits sufficient to pay dividends commensurate with the risk of the investment.

Conclusion

When successful, small businesses enhance the economy and provide jobs for its citizens. They also provide investment opportunities. However, an opportunity to invest must be considered in light of the inherently risky nature of small business investments.

In considering a small business investment, you should proceed with caution and make an informed investment decision based on your circumstances and expectations. Above all, never invest more than you can afford to lose.

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(137-G55)

Updated: May 16, 2019

Published: February 14, 2004