Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer deemed to have ceased to be a reporting issuer. Issuer has 5 registered and beneficial security holders. The Issuer's common shares are not traded on a marketplace, and there are no securities of the Issuer, including debt securities, outstanding other than its common shares. The British Columbia Securities Commission confirmed the Issuer's "non-reporting status" by letter dated December 14, 2004. The Issuer is currently in default of its obligations as a reporting issuer under the applicable legislation for failure to file its interim financial statements and interim MD&A under National Instrument 51-102, and its CEO/CFO certification under Multilateral Instrument 52-109. The Issuer does not intend to seek public financing by way of an offering of its securities.

Applicable Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83

National Instrument 51-102 Continuous Disclosure Obligations.

Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

March 14, 2005

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA AND ONTARIO (THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SFP INC. (SFP OR THE FILER)

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is deemed to have ceased to be a reporting issuer.

Under the Mutual Reliance Review System for Exemptive Relief Applications

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) this MRRS Decision Document evidences the decision of each Decision Maker.

Interpretation

Defined terms in this MRRS Decision Document have the meanings given to them in National Instrument 14-101 Definitions, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is incorporated under the Business Corporations Act (Ontario). Its head office is located at 26 Duncan Street, Toronto, Ontario, M5V 2B9.

2. SFP was created on June 8, 2004, when Motivus Inc. (Motivus) amalgamated with 2043921 Ontario Limited under a going private transaction. The resulting amalgamated company was SFP Inc.

3. As a result of the amalgamation, Cundari Group Ltd. and four of the founding shareholders of Motivus (the Founding Shareholders) now hold, in both registered and beneficial form, all of the issued and outstanding common shares of SFP (the Common Shares).

4. Each of the Founding Shareholders is considered an "insider" of SFP, as that term is defined in the Legislation.

5. The common shares of SFP (the Common Shares) are not traded on a marketplace as defined in National Instrument 21-101, and there are no securities of SFP, including debt securities, outstanding other than the Common Shares.

6. A Notice of Voluntary Surrender of Reporting Issuer Status was filed on behalf of SFP with the British Columbia Securities Commission (the BCSC) pursuant to BC Instrument 11-502. The BCSC confirmed SFP's "non-reporting status" by letter dated December 14, 2004.

7. SFP is currently in default of its obligations as a reporting issuer under the Legislation for failure to file its interim financial statements and interim MD&A under National Instrument 51-102, and its CEO/CFO certification under Multilateral Instrument 52-109.

8. SFP does not intend to seek public financing by way of an offering of its securities.

Decision

Each of the Decision Makers is satisfied that the test contained in the legislation that provides the Decision Maker with the jurisdiction to make the decision has been met under the Legislation.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

"Paul M. Moore"
Vice-Chair
Ontario Securities Commission
 
"Wendell S. Wigle"
Commissioner
Ontario Securities Commission