Veris Biotechnology Corporation - s. 144

Headnote

Section 144 - full revocation of cease trade order upon remedying of defaults.

Statues Cited

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

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

VERIS BIOTECHNOLOGY CORPORATION

(the Corporation)

ORDER

(Section 144)

WHEREAS the securities of the Corporation are subject to a Temporary Order of the Director dated January 7, 2003 under paragraph 127(1)2 and subsection 127(5) of the Act extended by the Order of the Director dated January 17, 2003 (collectively referred to as the Cease Trade Order) directing that trading in the securities of the Corporation cease;

AND WHEREAS the Corporation has applied to the Ontario Securities Commission (the "Commission") for revocation of the Cease Trade order pursuant to section 144 of the Act;

AND UPON the Corporation having represented to the Commission that:

1. The Corporation was incorporated under the laws of Ontario on September 22, 1987 and is a reporting issuer under the Act. The Corporation is not a reporting issuer or the equivalent under the securities legislation of any other jurisdiction in Canada.

2. The Cease Trade Order was issued as a result of the Corporation's failure to file its audited annual financial statements for the fiscal year ended July 31, 2002 (the July 31, 2002 Annual Financial Statements) and interim financial statements for the three-month period ended October 31, 2002 (the Q1 2003 Interim Financial Statements). Subsequently, the Corporation failed to file its interim financial statements for the nine-month period ended April 30, 2003 (the Q3 2003 Interim Financial Statements), its annual financial statements for the fiscal year ended July 31, 2003 (the July 31, 2003 Annual Financial Statements) and its interim financial statements for the three-month period ended October 31, 2003 (the Q1 2004 Interim Financial Statements).

3. The Corporation filed on SEDAR the July 31, 2002 Annual Financial Statements on February 13, 2003, the Q1 2003 Interim Financial Statements on February 12, 2003, the Q3 2003 Interim Financial Statements on July 7, 2003, and the July 31, 2003 Annual Financial Statements and the Q1 2004 Interim Financial Statements on February 18, 2004. The Corporation subsequently filed on SEDAR amended copies of Q1 2003 and Q3 2003 Interim Financial Statements.

4. The Corporation held an annual meeting of shareholders on March 5, 2004. Copies of the July 31, 2003 Annual Financial Statements were mailed to all shareholders prior to this meeting.

5. Except for the Cease Trade Order and the Corporation's failure to file or send to its shareholders the Q3 2003 Interim Financial Statements, the July 31, 2003 Annual Financial Statements, and the Q1 2004 Interim Financial Statements, the Corporation is not otherwise in default of any of the requirements of the Act or the regulations made thereunder;

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

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

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

March 18, 2004.

"Cameron McInnis"