Brazilian Resources Inc. - s. 144

Headnote

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

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990 C.S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

BRAZILIAN RESOURCES INC.

ORDER

(Section 144)

WHEREAS the securities of Brazilian Resources Inc. ("Brazilian") have been subject to a cease trade order (the "Ontario CTO") of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) of the Act, issued on December 6, 2005 and extended December 16, 2005, directing that trading in securities of Brazilian cease until the Ontario CTO is revoked by the Director;

AND WHEREAS Brazilian has applied to the Commission pursuant to section 144 of the Act (the "Application") for a revocation of the Ontario CTO;

AND WHEREAS Brazilian has represented to the Commission that:

1. Brazilian was incorporated under the laws of the State of New Hampshire in the United States and is a reporting issuer in the Province of Ontario, British Columbia and Alberta.

2. The Ontario CTO was issued because Brazilian failed to file and deliver unaudited interim financial statements for the third quarter of the fiscal year 2005 ended September 30, 2005 and the management's discussion and analysis relating to such financial statements (collectively, the "Interim Statements").

3. Except for the Ontario CTO, Brazilian is not, to its knowledge, in default of any of the requirements of the Act or the rules and regulations made thereunder.

4. The Interim Statements were not filed in a timely manner with the Commission because of Brazilian's recent acquisition of an interest in a corporation in Brazil, Prometálica Mineração Ltda. Brazilian sought an audit of the books of that company to assure accuracy before incorporating the figures in Brazilian's financial statements, and the audit was delayed.

5. On January 5, 2006 Brazilian filed the Interim Statements with the Commission by filing them on SEDAR, along with Cdn.$2,400.00 of associated late fees

AND UPON considering the application and the recommendation of 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, pursuant to section 144 of the Act, that the Ontario CTO be revoked.

Dated at Toronto this 17^th day of January, 2006