Securities Law & Instruments


Cease-trade order revoked where the issuer hasremedied its default in respect of disclosure requirements underthe Securities Act.

Statute Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 127(1)2, 127(5), 127(8), 144.



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






(Section 144)

WHEREAS the securities of Neotel Inc.(the "Company") are subject to a temporary order ofthe Manager made on behalf of the Ontario Securities Commission(the "Commission"), pursuant to paragraph 2 of subsection127(1) and subsection 127(5) of the Act, on June 23, 2003, asextended by a further order of the Manager on July 4, 2003 onbehalf of the Commission pursuant to subsection 127(8) of theAct (collectively, the "Cease Trade Order"), directingthat trading in the securities of the Company cease until theCease Trade Order is revoked by a further order of revocation;

AND UPON the Company having applied tothe Commission for revocation of the Cease Trade Order pursuantto section 144 of the Act;

AND UPON the Company having representedto the Commission that:

1. The Company was incorporated by certificateof amalgamation issued pursuant to the provisions of the BusinessCorporations Act (Ontario) on February 1, 1997;

2. The Company is a reporting issuer in theProvinces of Ontario, British Columbia, Alberta and Manitoba;

3. The authorized capital of the Company consistsof an unlimited number of common shares, of which 25,092670are issued and outstanding as of the date hereof;

4. The Cease Trade Order was issued by reasonof the failure of the Corporation to file with the Commissionits audited annual financial statements for the year endedJanuary 31, 2003 (the "Annual Financial Statements")as required by the Act;

5. The Annual Financial Statements were filedwith the Commission via SEDAR on July 18, 2003. An amendedversion of the Annual Financial Statements was filed withthe Commission via SEDAR on July 28, 2003. The interim financialstatements for the three-month period ended April 30, 2003(the "Interim Financial Statements"), which wererequired to be filed by June 29, 2003, were filed with theCommission via SEDAR on July 31, 2003;

6. The delay in preparing and filing the AnnualFinancial Statements and the Interim Financial Statementswas caused by the resignation of the Company's internal accountantdue to serious illness, the death of a senior manager of theCompany and the previous auditing firm advising the Companythat they would be unable to continue to act as auditors ofthe Company; and

7. The date of the annual meeting of the shareholdersof the Company has been fixed as October 31, 2003 by the boardof directors of the Company and the Company will mail theAnnual Financial Statements and the Interim Financial Statementsto all of its shareholders, together with the Company's 2003annual report, on October 1, 2003; and

8. Except for the Cease Trade Order and thefailure of the Company to file the Interim Financial Statementswhen due, the Company is not otherwise in default of any requirementsof the Act or the regulation made thereunder;

AND UPON considering the applicationand the recommendation of Staff of the Commission; and

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 be and is hereby revoked.

September 15, 2003.

"Cameron McInnis"