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BCS Collaborative Solutions Inc. - ss. 83.1(1)
Headnote
Subsection 83.1(1) - issuer deemed to be a reportingissuer in Ontario - issuer has been a reporting issuer in BritishColumbia since 1986 and in Alberta since 1987 - issuer's securitieslisted and posted for trading on the TSX Venture Exchange -continuous disclosure requirements of British Columbia and Albertasubstantially identical to those of Ontario.
Statues Cited
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 83.1(1).
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act")
AND
IN THE MATTER OF
BCS COLLABORATIVE SOLUTIONSINC.
(formerly, dot.com TechnologiesInc.)
ORDER
(Subsection 83.1(1))
UPON the application of BCS CollaborativeSolutions Inc. (the "Company") for an order pursuantto subsection 83.1(1) of the Act deeming the Company to be areporting issuer for the purposes of Ontario securities law;
AND UPON considering the applicationand the recommendation of the staff of the Commission;
AND UPON the Company representing tothe Commission as follows:
1. The Company was incorporated under theCompany Act (British Columbia) on January 27, 1966.
2. The Company was registered as an extra-provincialcorporation under the Business Corporations Act (Ontario)on May 17, 2002.
3. The principal and head office of the Companyis located at 330 Highway 7 East, Richmond Hill, Ontario,L4B 3P8.
4. Pursuant to the terms of a Share PurchaseAgreement made as of the 21st day of March, 2002between the Company, Broadband Collaborative Solutions Inc.,a corporation formed pursuant to the Business CorporationsAct (Ontario) ("Broadband"), and certain shareholdersof Broadband, the Company acquired all of the issued and outstandingsecurities of Broadband in exchange for common shares of theCompany, and the Company changed its name from dot.com TechnologiesInc. (the "Reverse Takeover Transaction").
5. The authorized capital of the Company consistsof 100,000,000 common shares of which 10,327,658 shares wereissued and outstanding as at August 7, 2002.
6. The Company has a significant connectionto Ontario as:
(a) its principal and head office is locatedin Ontario;
(b) all of the Company's officers and fourof its six directors are resident in Ontario; and
(c) 3,086,955 common shares of the Company,or approximately 30% of the total issued common shares ofthe Company, are registered to residents of Ontario.
7. The Company has been a reporting issuerunder the Securities Act (British Columbia) (the "BCAct") since March 27, 1986 and under the SecuritiesAct (Alberta) (the "Alberta Act") since March11, 1987. The Company is not in default of any requirementsof the BC Act and Alberta Act.
8. The Company is not a reporting issuer inOntario, and is not a reporting issuer, or equivalent, inany other jurisdiction, except British Columbia and Alberta.
9. The continuous disclosure requirementsof the BC Act and the Alberta Act are substantially the sameas the requirements under the Act.
10. The continuous disclosure materials filedby the Company under the BC Act and the Alberta Act sinceOctober 20, 1997 are available on the System for ElectronicDocument Analysis and Retrieval.
11. The common shares of the Company are listedon the TSX Venture Exchange (the "Exchange") underthe symbol "BCS", and the Company is in compliancewith all requirements of the Exchange. Prior to the closingof the Reverse Takeover Transaction the common shares of theCompany were listed on the Exchange under the symbol "DT".
12. The Company is not designated a capitalpool company under the policies of the Exchange.
13. The Company has not been subject to anypenalties or sanctions imposed against the Company by a courtrelating to Canadian securities legislation or by a Canadiansecurities regulatory authority, and has not entered intoany settlement agreement with any Canadian securities regulatoryauthority.
14. Neither the Company, any of its officers,directors nor, to the knowledge of the Company and its officersand directors, any of its controlling shareholders, has: (i)been the subject of any penalties or sanctions imposed bya court relating to Canadian securities legislation or bya Canadian securities regulatory authority, (ii) entered intoa settlement agreement with a Canadian securities regulatoryauthority, or (iii) been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.
15. Neither the Company, any of its officers,directors nor, to the knowledge of the Company and its officersand directors, any of its controlling shareholders, is orhas been subject to: (i) any known ongoing or concluded investigationsby: (a) a Canadian securities regulatory authority, or (b)a court or regulatory body, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investment decision;or (ii) any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.
16. None of the officers or directors of theCompany nor, to the knowledge of the Company and its officersand directors, any of its controlling shareholders, is orhas been at the time of such event an officer or directorof any other issuer which is or has been subject to: (i) anycease trade or similar order, or order that denied accessto any exemptions under Ontario securities law, for a periodof more than 30 consecutive days, within the preceding 10years; or (ii) any bankruptcy or insolvency proceedings, orother proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.
AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that the Company be deemed a reporting issuerfor purposes of the Act.
August 19, 2002.
"Ralph Shay"