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

TP FINANCIAL ADVISERS, 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, TP Financial Advisers, Inc.,that the Ontario Securities Commission (the "Commission")had received the registrant's annual audited financial statementsfor the year ended December 31, 2003 on April 8, 2003, six businessdays after they were due (It was subsequently determined thatthe financial statements had been filed by telecopy on April4, 2003, four business days after they were due). The registrantwas advised that staff was of the view that its registrationas a investment counsel/portfolio manager should be restrictedby the imposition of terms and conditions (as attached to theletter). In the April 9, 2003 letter, the registrant was askedto advise staff whether it accepted the terms and conditionsoutlined in the letter. If not, the registrant was advised thatit could avail itself of the opportunity to be heard by a Directorpursuant to section 26(3) of the Act. If the registrant intendedto exercise this opportunity, it was asked to provide writtennotice to the Manager, Compliance. By letter dated April 15,2003, the registrant provided its formal request for the Commissionto remove the proposed terms and conditions for the followingreason:

1. The 6 day filing delay was due to a delayin the completion of its annual financial statements by itsauditors, KPMG. KPMG indicated that the transition of theaudit from the former auditors, Arthur Anderson, took moretime than they expected.

In staff's opinion, the reason does 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 TP Financial Advisers, Inc. should be restrictedby the terms and conditions outlined in the April 9, 2003 letter.

April 17, 2003.

"Marrianne Bridge"