Securities Law & Instruments

Headnote

Section 144 -- full revocation of cease trade order upon remedying of defaults.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

BRAZILIAN RESOURCES, INC.

 

ORDER

(Section 144)

WHEREAS on May 20, 2009, the Director made an order under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (the "Permanent Order") that all trading in and acquisitions of the securities of

BRAZILIAN RESOURCES, INC.

(the "Reporting Issuer")

whether direct or indirect, cease until the Permanent Order is revoked by the Director;

AND WHEREAS the Permanent Order was made on the basis that the Reporting Issuer was in default of certain filing requirements under Ontario securities law;

AND WHEREAS the Reporting Issuer has represented to the Commission that:

1. The Reporting Issuer is a corporation organized under the name Northeast Asset Management under the laws of the State of New Hampshire pursuant to articles of incorporation dated November 27, 1990. The Issuer changed its name to Brazilian Resources, Inc. pursuant to articles of amendment dated September 26, 1994. The Issuer's registered and head office is located at 125 N. State Street, Concord, New Hampshire, U.S.A. 03301.

2. The Reporting Issuer is a junior resource company with expertise in seeking, evaluating, financing and owning interests in mining, infrastructure, food irradiation and distribution and other industries in Brazil.

3. The Reporting Issuer is a reporting issuer under the securities legislation of the provinces of Ontario, Alberta and British Columbia (the "Reporting Jurisdictions").

4. The Reporting Issuer's common shares (the "Common Shares") were listed on the TSX Venture Exchange (NEX Board) (the "NEX Board") under the trading symbol BZI.H. On August 2, 2005, the Issuer voluntarily delisted the Common Shares from the NEX Board. The Common Shares have not been listed on any exchange since August 2, 2005.

5. The authorized capital of the Issuer consists of 320,000,000 Common Shares and 160,000,000 preferred shares.

6. The Reporting Issuer has filed with the Reporting Jurisdictions all outstanding continuous disclosure that is required to be filed under the securities legislation of the Reporting Jurisdictions, except any continuous disclosure that staff of the Reporting Jurisdictions elected not to require as contemplated in part 3.1(2) and 3.1(3) of National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order, and has paid all outstanding activity, participation and late filing fees that are required to be paid.

7. The Reporting Issuer's SEDAR profile and SEDI issuer profile supplement are up-to-date.

AND WHEREAS the Director is of the opinion that it is not prejudicial to the public interest to revoke the Permanent Order;

IT IS ORDERED under section 144 of the Act that the Permanent Order is revoked.

DATED at Toronto this 6th day of July, 2009.

"Lisa Enright"
Manager, Corporate Finance Branch
Ontario Securities Commission