Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF
BRUCE ANTHONY, WAYNE D. COCKBURN, BOB KENNEDY,
RONALD S. RITCHIE, PETER J. SMITH, DOUGLAS C. WITHERSPOON,
FIRST BASE LINE COMMUNICATIONS INC. AND
SECOND BASE DEVELOPMENT CORP.

STATEMENT OF ALLEGATIONS OF STAFF
OF THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission make the following allegations:

1. Futureline Communications Co. Ltd. ("Futureline") is incorporated under the lawsof Canada. Futureline is a reporting issuer in Ontario.

2. Each of Bruce Anthony, Wayne D. Cockburn, Bob Kennedy, Ronald S. Ritchie,Peter J. Smith, Douglas C. Witherspoon, First Base Line Communications Inc. andSecond Base Development Corp. (individually, a "Respondent" and collectively, the"Respondents") is, or was during the financial year of Futureline ended December31, 1999, a director, officer, significant shareholder (beneficial ownership of 10% ormore of the voting rights of Futureline) or individual that has, or may have, accessto material undisclosed information.

3. Futureline failed to file annual financial statements for its financial year endedDecember 31, 1999 on or before May 19, 2000, contrary to subsection 78(1) of theSecurities Act (Ontario).

4. By virtue of his/her/its relationship, each Respondent has, or may have, access toinformation regarding the affairs of Futureline that has not been generally disclosed.

5. It would be prejudicial to the public interest to allow the Respondents to trade in thesecurities of Futureline until such time as all disclosure required by Ontariosecurities law has been made by Futureline.

6. It is therefore in the public interest for the Commission to order that all trading,whether direct or indirect, in the securities of Futureline by the Respondents ceaseuntil such time as Futureline has made all filings it is required to make under Ontariosecurities law.