DVD Investments Limited - s. 83.1(1)

Order

Headnote

Subsection 83.1(1) -- Issuer deemed to be a reporting issuer in Ontario -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the NEX board of the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.1(1).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

AND

IN THE MATTER OF

DVD INVESTMENTS LIMITED

 

ORDER

(Subsection 83.1(1))

UPON the application of DVD Investments Limited (the "Applicant") for an order pursuant to subsection 83.1(1) of the Securities Act (Ontario) (the "Ontario Act") deeming the Applicant to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant is a corporation continued as an Ontario corporation pursuant to the Business Corporations Act (Ontario) (the "OBCA") on February 10, 2005.

2. The Applicant has been a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") and the Securities Act (British Columbia) (the "BC Act") since July 25, 2000.

3. The Applicant is not a reporting issuer or equivalent in Ontario or any other jurisdiction in Canada other than Alberta and British Columbia.

4. The Applicant has a significant connection to Ontario in that it has moved its head office to Toronto, Ontario, which, as of January 6, 2005 is located at 155 Rexdale Blvd., Suite 309, Toronto, Ontario, M9W 5Z8.

5. The authorized share capital of the Applicant consists of an unlimited number of common shares ("Common Shares"), of which 3,362,300 Common Shares are issued and outstanding as at April 3, 2006.

6. The Applicant's Common Shares are listed for trading on the NEX board of the TSX Venture Exchange (the "TSXV") under the symbol "DVD.H".

7. The Applicant is not in default of any of the requirements of the TSXV and is not in default of any of the requirements of the Alberta Act or the BC Act. The Applicant is also in good standing pursuant to the OBCA.

8. The Applicant is up to date in the filing of its financial statements and other continuous disclosure documents.

9. The continuous disclosure requirements of the Alberta Act and the BC Act are substantially the same as the requirements under the Ontario Act.

10. The continuous disclosure materials filed by the Applicant under the Alberta Act and the BC Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

11. With the exception of the cease trade order that was issued and revoked by the British Columbia Securities Commission as described in the Applicant's application, neither the Applicant nor any of its officers or directors, nor to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority,

(b) entered into a settlement agreement with a Canadian securities regulatory authority, or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

12. Neither the Applicant nor any of its officers or directors, nor to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders, is or has been subject to:

(a) any known ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority, or

(ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding ten years.

13. None of the officers or directors of the Applicant, nor to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders, was at the time of such event an officer or director of any other issuer which has been subject to:

(a) any cease trade order or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding ten years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the proceeding ten years.

14. The Applicant will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two (2) business days from the date hereof.

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

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Ontario Act that the Applicant is deemed to be a reporting issuer for the purposes of Ontario securities law.

April 18, 2006

"Erez Blumberger"
Assistant Manager, Corporate Finance