Genesis Worldwide Inc. -- s. 144

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- Cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- Defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- Cease trade order revoked.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, 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

GENESIS WORLDWIDE INC.

(the "Issuer")

ORDER

(Section 144)

WHEREAS the securities of the Issuer are subject to a temporary cease trade order dated July 4, 2011 made by the Director pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order dated July 15, 2011 made by the Director pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the "Cease Trade Order") ordering the trading in the securities of the Issuer cease until the Cease Trade Order is revoked by the Director.

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

AND UPON the Issuer having represented to the Commission that:

1. the Issuer is a corporation incorporated under the Canada Business Corporations Act by articles of incorporation dated July 16, 2003;

2. the Issuer's head office is located at 125 Traders Boulevard East, Unit 2, Mississauga, L4Z 2H3, in the province of Ontario;

3. the Issuer is a reporting issuer in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Alberta, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland (collectively, the "Jurisdictions");

4. the common shares of the Issuer are listed and posted for trading on the NEX under the symbol "GWI.H";

5. the Issuer is a venture issuer as defined in subsection 1.1(1) of National Instrument 51-102 Continuous Disclosure Obligations;

6. the authorized capital of the Issuer consists of an unlimited number of common shares without par value and an unlimited number of preferred shares, of which 82,167,550 common shares are currently issued and outstanding;

7. the Cease Trade Order was issued as a result of the Issuer's failure to file its interim financial statements and management's discussion and analysis for the quarter ended March 31, 2011 and the certifications as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings with respect thereto (collectively, the "Q1 Filings") on or before June 29, 2011. The Issuer was unable to file the Q1 Filings by the prescribed deadline due to recent changes to the Issuer's accounting personnel which delayed the transition from Canadian generally accepted accounting principles to International Financial Reporting Standards ("IFRS");

8. the Issuer is also subject to a cease trade order issued by the British Columbia Securities Commission dated July 11, 2011 and a cease trade order issued by the Autorité des marchés financiers dated July 20, 2011. The Issuer has concurrently applied for a revocation of each of these cease trade orders;

9. other than the default in filing the Q1 Filings by the prescribed deadline which gave rise to the issuance of the Cease Trade Order and the cease trade orders issued by the British Columbia Securities Commission and the Autorité des marchés financiers, the Issuer is not in default of any of the requirements of the Act, or the rules and regulations made pursuant thereto;

10. upon issuance of this order, the Issuer will issue a press release announcing the revocation of the Cease Trade Order and the Issuer will concurrently file the press release and the related material change report on SEDAR;

11. the Issuer filed its Q1 Filings with all applicable regulatory authorities on SEDAR on July 29, 2011;

12. the Issuer held an annual meeting (the "Meeting") of its shareholders on June 30, 2011 and filed the management information circular and all other required documents in respect of the Meeting (collectively, the "Meeting Materials") on SEDAR on June 13, 2011;

13. following the filing on SEDAR of the Q1 Filings, the Issuer's continuous disclosure record is up-to-date and, accordingly, it is in compliance with all of its continuous disclosure requirements under the securities laws of each of the Jurisdictions;

14. the Issuer has paid all outstanding fees to the Commission, including all applicable participation, activity and late filing fees; and

15. the Issuer's SEDAR and SEDI profiles are up-to-date;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest to revoke the Cease Trade Order;

IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked.

DATED at Toronto, Ontario this 22nd day of September, 2011.