Uniserve Communications Corporation - s. 144

Order

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, CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

UNISERVE COMMUNICATIONS CORPORATION

 

ORDER

(Section 144)

WHEREAS a Director of the Ontario Securities Commission (the "Commission") issued a temporary cease trade order dated October 8, 2008 made pursuant to paragraph 2 and 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order dated October 20, 2008 made pursuant to paragraph 2 and 2.1 subsection 127(1) of the Act, (collectively, the "Ontario Cease Trade Order") ordering that trading in the securities of Uniserve Communications Corporation (the "Applicant") shall cease until further order by the Director;

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act for an order revoking the Ontario Cease Trade Order (the "Application");

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant was amalgamated in British Columbia on June 1, 2005 under the Business Corporations Act (British Columbia).

2. The Applicant is a reporting issuer under the securities legislation of the Provinces of British Columbia, Alberta and Ontario.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares without par value, unlimited number of preferred shares without par value and unlimited number of Series A preferred shares without par value, of which 24,630,865 common shares and 428,500 Series A preferred shares are currently outstanding.

4. The common shares of the Applicant are listed on the TSX Venture Exchange.

5. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its annual financial statements for the year ended May 31, 2008 (the "Annual Financial Statements") and its management's discussion and analysis relating to the Annual Financial Statements.

6. The British Columbia Securities Commission (the "BCSC") also issued a cease trade order (the "BC CTO") dated October 7, 2008 relating to failure to file the Annual Financial Statements.

7. On November 3, 2008, the Applicant filed on SEDAR the Annual Financial Statements and its management's discussion and analysis for the year ended May 31, 2008.

8. On November 5, 2008, the BCSC issued a full revocation of the BC CTO.

9. The Applicant's SEDAR profile and SEDI issuer profile supplement are up-to-date.

10. Except for the Ontario Cease Trade Order, the Applicant is not in default of any requirement of the Act or the rules or regulation made under the Act.

11. Upon issuance of this revocation order, the Applicant will issue and file a news release and a material change report on SEDAR.

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

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

IT IS ORDERED, under section 144 of the Act, that the Ontario Cease Trade Order is revoked.

DATED this 19th day of November, 2008.

"Erez Blumberger"
Manager, Corporate Finance Branch