Securities Law & Instruments

IN THE MATTER OF

SECTION 139 OF R.R.O. 1990,REGULATION 1015

MADE UNDER THE SECURITIESACT (ONTARIO)

AND

IN THE MATTER OF

ALL-CANADIAN MANAGEMENT INC.

HEARD ON:
April 17, 2003
 
HEARD AT:
Ontario Securities Commission
20 Queen Street West
18th Floor
Toronto, Ontario
 
HEARD BEFORE:
Marrianne Bridge
Manager, Compliance
Capital Markets

DIRECTOR'S DECISION

By letter dated April 9, 2003, I, as Manager,Compliance, advised the registrant, All-Canadian ManagementInc., that the Ontario Securities Commission (the "Commission")had not received the registrant's annual audited financial statementsfor the year ended December 31, 2003. The registrant was advisedthat staff was of the view that its registration as a mutualfund dealer and investment counsel/portfolio manager shouldbe restricted by the imposition of terms and conditions (asattached to the letter). In the April 9, 2003 letter, the registrantwas asked to advise staff whether it accepted the terms andconditions outlined in the letter. If not, the registrant wasadvised that it could avail itself of the opportunity to beheard by a Director pursuant to section 26(3) of the Act. Ifthe registrant intended to exercise this opportunity, it wasasked to provide written notice to the Manager, Compliance.By letter dated April 11, 2003, the registrant provided itsformal request for the Commission to remove the proposed termsand conditions for the following reasons:

1. In past years, the registrant's fiscalyear end was March 31. As a result, the registrant has beenaccustomed to filing its annual financial statements in Junefor the better part of the past 15 years.

2. The registrant's annual financial statementshave been ready since mid-February. Upon receiving staff'sApril 9 letter, the registrant immediately contacted the FinancialAnalyst, Compliance and made arrangements for the filing ofits financial statements and the applicable late fees.

3. In the past, the registrant has filed itsfinancial statements on time and this is the first time theregistrant has been late.

In staff's opinion, the reasons do not outweighthe need to impress upon this and other registrants the importanceof complying with the filing requirement and terms and conditionstherefore should be imposed on its registration. The filingof annual financial statements by registrants is one of themost serious regulatory requirements in the Act. Financial solvencyis one of the essential components of a dealer or adviser'scontinued suitability for registration. Financial statementsare the principal tool enabling staff to monitor a registrant'sfinancial viability and its capital position. As a result, thelate filing (or non-filing) of annual financial statements raisesserious potential regulatory concerns and needs to be addressedin a serious fashion.

On the basis of all written submissions presentedto me and after having reviewed them, it is my decision thatthe registration of All-Canadian Management Inc. should be restrictedby the terms and conditions outlined in the April 9, 2003 letter.

April 17, 2003.

"Marrianne Bridge"