HeadnoteSubsection83.1(1) - Issuer deemed to be a reporting issuer in Ontario -Issuer has been a reporting issuer in Alberta and British Columbiasince July 12, 2000 - Issuer listed and posted for trading onthe Canadian Venture Exchange ("CDNX") - Issuer is not designatedas a Capital Pool Company by CDNX - Continuous disclosure requirementsof Alberta and British Columbia substantially the same as thoseof Ontario.
StatutesCitedSecuritiesAct, R.S.O. 1990, c. S.5, as am., ss. 83.1(1).
INTHE MATTER OF
R.S.O.1990, CHAPTER S.5, AS AMENDED (the "Act")
INTHE MATTER OF
UPONthe application of iPerformance Fund Inc. (the "Company") foran order pursuant to subsection 83.1(1) of the Act deeming theCompany to be a reporting issuer for the purposes of Ontariosecurities law;
ANDUPON considering the application and the recommendationof the staff of the Commission;
ANDUPON the Company representing to the Commission asfollows:
1.The Company is a corporation incorporated on December 17, 1999under the Business Corporations Act (Alberta) (the"ABCA").
2.The principal executive office of the Company is located inToronto, Ontario.
3.The authorized share capital of the Company consists of an unlimitednumber of common shares (the "Common Shares") and an unlimitednumber of first preferred shares (the "First Preferred Shares")of which 21,725,016 Common Shares and 7,000,000 First PreferredShares, Series A were issued and outstanding as of October 26,2001. The First Preferred Shares convert into Common Sharesof the Company on a 1:1 basis at the option of the Company incertain events.
4.The outstanding Common Shares currently trade on the CanadianVenture Exchange (the "CDNX") under the trading symbol "IPR"and have been listed on the CDNX since August 8, 2000.
5.The Company is not designated as a Capital Pool Company by theCDNX.
6.The Company became a reporting issuer in the Province of Albertaunder the Securities Act (Alberta) (the "AlbertaAct") on July 12, 2000 and in the Province of British Columbiaunder the Securities Act (British Columbia) (the "B.C.Act") on July 12, 2000 and is not in default of any requirementsof the Alberta Act or the BC Act or the regulations made thereunder.
7.The Company is not a reporting issuer in Ontario, and is nota reporting issuer, or equivalent, in any jurisdiction otherthan British Columbia and Alberta.
8.The continuous disclosure requirements of the Alberta Act andthe B.C. Act are substantially the same as the requirementsof the Act.
9.The continuous disclosure material filed by the Company as areporting issuer under the Alberta Act and the B.C. Act is availableon the System for Electronic Document Analysis and Retrieval("SEDAR").
10.The Company has a significant connection to Ontario in that:(i) its controlling shareholder, Hirsch Asset Management Corp.,incorporated under the laws of Ontario with its head officein Toronto, is the owner, beneficially andof record, of 7,333,334 Common Shares and 7,000,000 First PreferredShares representing approximately 33.7% of the outstanding CommonShares and 100% of the outstanding First Preferred Shares; and(ii) the Company's mind and management is located in the provinceof Ontario by virtue of its Chairman, Chief Executive Officerand Chief Financial Officer and the majority of its directorsbeing resident in Ontario.
11.The Company has not been subject to any penalties or sanctionsimposed against the Company by a court relating to Canadiansecurities legislation, or by a Canadian securities regulatoryauthority, and has not entered into any settlement agreementswith any Canadian securities regulatory authority.
12.Neither the Company nor any of its officers, directors, norany of its shareholders holding sufficient securities of theCompany to affect materially the control of the Company, isor has been subject to: (i) any known ongoing or concluded investigationsby (a) a Canadian securities regulatory authority, or (b) acourt or regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered important toa reasonable investor making an investment decision other thanVeronika Hirsch, a director of the Company, who was subjectof an investigation by the Commission and the British ColumbiaSecurities Commission relating to the purchase of securitieswhich were not qualified for sale in the Province of Ontario,which matter was subject to a settlement agreement dated November4, 1997; or (ii) any bankruptcy or insolvency proceedings, orother proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trusteewithin the preceding 10 years.
13.None of the officers or directors of the Company, nor any ofits shareholders holding sufficient securities of the Companyto affect materially the control of the Company, is or has beenat the time of such event, an officer or director of any otherissuer which is or has been subject to: (i) any cease tradeor similar orders, or orders that denied access to any exemptionsunder Ontario securities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or the appointment of a receiver,receiver-manager or trustee, within the preceding 10 years.
14.Except as set out in paragraph 12, neither the Company nor anyof its officers, directors, nor any of its shareholders holdingsufficient securities of the Company to affect materially thecontrol of the Company has: (i) been the subject of any penaltiesor sanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,(ii) entered into a settlement agreement with a Canadian securitiesregulatory authority, or (iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;
ITIS ORDERED pursuant to subsection 83.1(1) of the Actthat the Company is deemed to be a reporting issuer for the purposesof the Act.