Securities Law & Instruments


Section 144 -- full revocation of cease tradeorder upon remedying of defaults.

Statutes Cited

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



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







(Section 144)

WHEREAS the securities of the Corporationare subject to a Temporary Order (the "Temporary Order")made by a Director on behalf of the Ontario Securities Commission(the "Commission"), pursuant to paragraph 2 of subsection127(1) and subsection 127(5) of the Act, on the 27thday of May, 2003 as extended by a further Order (the "ExtensionOrder") of a Director, made on the 6th day ofJune, 2003 on behalf of the Commission pursuant to subsection127(8) of the Act, that trading in the securities of the ReportingIssuer cease until the Temporary Order, as extended by the ExtensionOrder, is revoked by a further Order of Revocation;

AND WHEREAS the Corporation has appliedto the Ontario Securities Commission (the Commission) for revocationof the Cease Trade Order pursuant to section 144 of the Act.

AND UPON the Corporation having representedto the Commission that:

1. The name of the Corporation is WebEngineCorporation.

2. The Corporation was incorporated by certificateof incorporation issued pursuant to the provisions of theBusiness Corporation Act (Ontario) on March 4, 1983.

3. The authorized capital of the Corporationconsists of an unlimited number of common shares of which24, 809,737 common shares are issued and outstanding as fullypaid and non-assessable.

4. The Cease Trade Order was issued as a resultof the Corporation's failure to file its annual financialstatements for the year ended December 31, 2002 (the "2002Financial Statements") as required by the Act.

5. The 2002 Financial Statements were notfiled with the Commission due to the Corporation's resourcesbeing fully applied to an acquisition transaction and raisingfunds from a private placement to complete all matters relatingto such acquisition transaction, including the completionof its audited financial statements, which prevented the Corporationfrom completing the financial statements within the time prescribedby the Act for filing.

6. On June 12, 2003, the Corporation filedits December 31, 2002 annual financial statements and theinterim financial statements for the three-month ended March31, 2003. The Corporation has now brought its Continuous Disclosurefilings up to date.

7. Except for the Cease Trade Order, the Corporationis not otherwise in default of any of the requirements ofthe Act or Regulation.

AND UPON considering the applicationand the recommendation of the Staff of the Commission.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest.

IT IS ORDERED under section 144 of theAct that the Cease Trade Order be revoked.

June 18, 2003.

"John Hughes"