CTM Cafes Inc.

Order

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, c.S.5 (the "Act")

 

AND

 

IN THE MATTER OF

 

CTM CAFES INC.

(the "Issuer")

 

ORDER

(Section 144)


WHEREAS the securities of the Issuer are currently subject to a Temporary Order made by the Director on behalf of the Ontario Securities Commission (the "Commission") dated December 12, 2000 pursuant to paragraph 2 of subsections 127(1) and 127(5) of the Act and extended by a further Order of the Director dated December 22, 2000 made under subsection 127(8) of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of the Issuer cease;

AND WHEREAS the Cease Trade Order was made by reason of the Issuer's failure to file with the Commission audited annual statements for the year ended June 30, 2000 and interim statements for the three-month period ended September 30, 2000;

AND WHEREAS the Issuer has made an application to the Director pursuant to Section 144 of the Act for a revocation of the Cease Trade Order;

AND WHEREAS the Issuer has represented to the Director that:

1. The Issuer was formed pursuant to the "Business Corporations Act" (Ontario) by Articles of Incorporation dated December 11, 1995 under the name 1159918 Ontario Limited. Pursuant to Articles of Amendment dated August 8, 1996, the Issuer filed further Articles of Amendment to, among other things, changed its name to Norvane Explorations Inc. On June 30, 1998, the Issuer again filed Articles of Amendment changing the name of the Issuer to its present name, CTM Cafes Inc. In addition, at this time, the shares of the Issuer were consolidated on a 1 "new" for 2 "old" basis.

2. The Issuer is authorized to issue an unlimited amount of common shares. Currently there are 15,808,771 shares issued and outstanding.

3. The Corporation became a reporting issuer in the Province of Ontario on January 14, 1997.

4. The Issuer plans to carry on with its existing business which is the café business, being a purveyor of fine gourmet coffees. Currently the Issuer has seven franchised café s in operation; as well as a roasting facility.

5. The Issuer's consolidated financial statements for the fiscal year ended June 30, 2000 together with the auditor's reports thereon, were filed on SEDAR on January 29, 2001 and mailed to the shareholders of the Issuer on March 20, 2001.

6. The Issuer's interim statements for the three-month period ending September 30, 2000 and for the six-month period ending December 31, 2000 were filed on SEDAR on March 29, 2001 and mailed to those on the supplemental mailing list.

7. The Issuer intends to hold an Annual and Special Meeting of its shareholders on April 24, 2001 pursuant to a management proxy circular dated March 12, 2001 which was mailed to the shareholders of the Issuer on March 20, 2001 and filed on SEDAR March 21, 2001.

AND WHEREAS the undersigned Manager has considered the application and the recommendation of staff of the commission;

AND WHEREAS the undersigned Manager considers that it would not be prejudicial to the public interest to revoke the Cease Trade Order;

NOW THEREFORE, it is ordered under Section 144 of the Act, that the Cease Trade Order be and is hereby revoked.

April 18, 2001.

John Hughes