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, CHAPTER S.5, AS AMENDED
IN THE MATTER OF
VOICE MOBILITY INTERNATIONAL, INC.
WHEREAS the securities of Voice Mobility International, Inc. (the Filer) are subject to a temporary cease trader order made by the Director on behalf of the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act on May 5th, 2010 and extended by a further order of the Director on May 17, 2010 made under paragraph 2 of subsection 127(1) of the Act (collectively, the Cease Trade Order), directing that all trading in the securities of the Filer cease until the Cease Trade Order is revoked by a further order of revocation.
AND WHEREAS the Cease Trade Order was made by reason of the Filer's failure to file with the Commission its audited annual statements for the year ended December 31, 2009, its management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2009 and certification for the foregoing filings as required by NI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) (collectively, the Annual Financial Statement Material) within the prescribed time as required by the Act.
AND WHEREAS the Filer has made an application to the Director pursuant to section 144 of the Act for a revocation of the Cease Trade Order (the Order).
AND WHEREAS the Filer has represented to the Director that:
1. The Filer was incorporated pursuant to the laws of the State of Nevada on October 2, 1997.
2. The Filer is a reporting issuer under the securities legislation of British Columbia, Alberta, Quebec, Ontario and New Brunswick. It is not a reporting issuer in any other jurisdiction in Canada.
3. The registered office of the Filer is located at 107 -- 645 Fort Street Victoria, British Columbia, V8W 1G2.
4. The Filer was not able to meet its continuous disclosure requirements due to a delay in the completion of the audit of the Annual Financial Statement Material.
5. On July 6, 2010, the Filer filed the Annual Financial Statement Material with the Commission through SEDAR.
6. On July 28, 2010, the Filer filed its interim financial statements for the period ended March 31, 2010 (the Interim Financial Statements) with the Commission through SEDAR. The Filer has also filed certifications from the CEO and CFO pursuant to NI 52-109 with respect to the Interim Financial Statements.
7. The Filer has now brought its continuous disclosure filings up-to-date.
8. The Filer was subject to cease trade orders issued by the British Columbia Securities Commission on April 30, 2010 in respect of the Annual Financial Statement Materials and on July 9, 2010 in respect of the Interim Financial Statements. Such orders were revoked automatically when the documents referred to paragraphs 5 and 6 above were filed on SEDAR.
9. The Filer was also subject to cease trade orders issued by the Autorité des marches financiers on May 20, 2010 in respect of the Annual Financial Statement Materials and on July 27, 2010 in respect of the Interim Financial Statements. Those orders were also revoked on August 6, 2010.
10. The Filer is not in default of any of the requirements of the Act or the rules and regulations made pursuant thereunder.
11. The Filer has paid all outstanding fees to the Commission, including all applicable activity and participation fees and late filing fees owing to the Commission.
12. The Filer will, upon issuance of the Order, issue and file a news release and a material change report on SEDAR to announce the revocation of the Cease Trade Order.
13. The Filer will hold its annual meeting of shareholders within three months of the date of the Order.
14. The Filer's SEDAR and SEDI profiles are up-to-date.
15. The Filer has not changed its business since the date of the Cease Trade Order.
AND WHEREAS considering the Application and the recommendation of the staff of the Commission;
AND WHEREAS the Director being satisfied that it would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked.
DATED this 13th day of August, 2010.