Securities Law & Instruments

Headnote

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

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

RS.O. 1990, CHAPTER S.5, ASAMENDED (the "Act")

AND

IN THE MATTER OF

DIGITAL ROOSTER.COM LTD.

 

ORDER

(Section 144)

WHEREAS the securities of Digital Rooster.ComLtd. (the "Corporation") are subject to a TemporaryOrder of the Director made on behalf of the Ontario SecuritiesCommission (the "Commission"), pursuant to paragraph2 of subsection 127(1) and subsection 127(5) of the Act, onAugust 28, 2003, as extended by a further order of the Directoron September 9, 2003, on behalf of the Commission pursuant tosubsection 127(8) of the Act (collectively, the "CeaseTrade Order") directing that trading in the securitiesof the Corporation cease until the Cease Trade Order is revokedby a further Order of Revocation;

AND WHEREAS the Corporation has madeapplication to the Commission for an order revoking the CeaseTrade Order;

AND UPON the Corporation having representedto the Commission that:

1. The Corporation was incorporated underthe Ontario Business Corporations Act as Storimin ExplorationLimited on March 27, 1984. The name was changed to StoriminResources Limited by Articles of Amendment dated April 1,1999. The name of the corporation was changed to Digital Rooster.ComInc. by Articles of Amendment, dated January 19, 1999. Pursuantto a stock consolidation the name of the corporation was changedto Digital Rooster.Com Ltd. by Articles of Amendment datedNovember 13, 2002;

2. The Corporation is a reporting issuer inthe Province of Ontario;

3. The authorized capital of the Corporationconsists of an unlimited number of common shares of which3,978,639 are issued and outstanding as of the date hereof;

4. The Cease trade Order was issued as a resultof the Corporation's failure to file with the Commission itsaudited annual financial statements for the year ended March31, 2003 (the "Annual Financial Statements") asrequired by the Act;

5. The Annual Financial Statements were filedwith the Commission via SEDAR on October 15, 2003. The interimfinancial statements for the three-month period ended June30, 2003 (the "Interim Financial Statements"), whichwere required to be filed by August 29, 2003 were also filedwith the Commission via SEDAR on October 15, 2003;

6. During September 2003, there was a changeof staff in the departments responsible for accounting, administrationand statutory filing matters. The new staff includes individualswith superior expertise in these areas than those of the formerstaff and is confident that all future deadlines will be met.The Corporation anticipates receipt of new financing uponthe revocation of the cease-trade order;

7. The date of the annual meeting of the shareholdersof the Corporation has been fixed as December 22, 2003 bythe board of directors and the Corporation will mail the AnnualFinancial Statements and the Interim Financial Statementsto all of its shareholders, together with the Corporation's2003 Annual Report on November 17, 2003;

8. Except for the Cease trade Order and thefailure to mail copies of its financial statements to shareholderswhen due, the Corporation is not otherwise in default of anyrequirements of the Act or the regulation made thereunder;

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

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

IT IS ORDERED pursuant to Section 144of the Act that the Cease Trade Order be hereby revoked.

November 3, 2003.

"John Hughes"