Securities Law & Instruments


Section 144 - full revocation of cease tradeorder upon remedying of defaults - following revocation of ceasetrade order, attorney and trustee of entity will cause entityto dissolve.

Statutes Cited

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



R.S.O. 1990, CHAPTER S.5,AS AMENDED (the Act)






(Section 144)

WHEREAS the securities of MeadowvaleGardens Apartment Project - Phase 1 (the Co-tenancy) currentlyare subject to a Temporary Order made by the Director on behalfof the Ontario Securities Commission (the Commission) datedJanuary 22, 2002 pursuant to paragraph 2 of subsections 127(1)and 127(5) of the Act and extended by a further Order of theDirector dated February 1, 2002 made under subsection 127(8)of the Act (collectively, the Cease Trade Order) directing thattrading in the securities of the Co-tenancy cease until theCease Trade Order is revoked by a further order of revocation;

AND WHEREAS the Cease Trade Order wasmade by reason of the Co-tenancy's failure to file with theCommission audited annual statements for the year ended August31, 2001;

AND WHEREAS the Co-tenancy has made anapplication to the Director pursuant to section 144 of the Actfor a revocation of the Cease Trade Order;

AND WHEREAS the Co-tenancy has representedto the Director that:

1. The Co-tenancy is an Ontario entity formedon November 30, 1977.

2. The Co-tenancy is authorized to issue anunlimited number of units. As of November 18, 2002, 199 unitholdersheld units of the Co-tenancy.

3. The Cease Trade Order was issued due tothe failure of the Co-tenancy to file with the Commissionaudited annual statements for the year ended August 31, 2001.

4. The Co-tenancy is also subject to a ceasetrade order of the Quebec Securities Commission (the QSC)dated June 4, 1997. The Co-tenancy has applied concurrentlyto the QSC for a revocation of the QSC cease trade order.

5. The financial statements were not filedwith the Commission as the Co-tenancy had not prepared thefinancial statements within the prescribed time. The financialstatements for the year ended August 31, 2001 and interimfinancial statements for the six-month period ended February28, 2002 were filed with the Commission on April 3, 2002.The financial statements for the year ended August 31, 2001and interim financial statements for the six-month periodended February 28, 2002 were distributed to unitholders onApril 3, 2002.

6. The Co-tenancy is not considering and isnot involved in any discussions relating to a reverse take-overor similar transaction.

7. Except for the Cease Trade Order, the Co-tenancyis not otherwise in default of any requirements of the Actor the regulations made thereunder.

8. The attorney and trustee of the Co-tenancyhas provided an undertaking to the Commission that followingthe revocation of the Cease Trade Order and the QSC ceasetrade order, the attorney and trustee of the Co-tenancy willcause the Co-tenancy to dissolve and will provide the Commissionwith evidence of its dissolution.

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Commission being of theopinion that to do so would not be prejudicial to the publicinterest;

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

February 17, 2003.

"John Hughes"