Securities Law & Instruments

Headnote

Cease trade order revoked where the issuer has remedied its default in respect of disclosure requirements under the Act.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1)2, 127(5), 127(8), 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990 C.S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

EVEROCK INC.

 

ORDER

(Section 144)

WHEREAS the securities of Everock Inc. ("Everock") have been subject to a cease trade order (the "Ontario CTO") of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) of the Act, issued on February 24, 2005 and extended March 8, 2005, directing that trading in securities of Everock cease until the Ontario CTO is revoked by the Director;

AND WHEREAS Everock has applied to the Commission pursuant to section 144 of the Act (the "Application") for a revocation of the Ontario CTO;

AND WHEREAS Everock has represented to the Commission that:

1. Everock was incorporated by Articles of Incorporation dated September 27, 1999 under the laws of the Province of Ontario under the name Digital Cybernet Corporation. Everock changed its name to Canadian Everock Explorations Inc., pursuant to Articles of Amendment dated November 20, 2000. Subsequently, Everock changed its name to Everock Inc.

2. Everock is a reporting issuer under the act and has been a reporting issuer in Ontario since October 15, 1999. The Everock is not a reporting issuer or the equivalent in any other jurisdiction in Canada.

3. The authorized capital of Everock consists of an unlimited number of common shares ("Common Shares") of which 29,623,287 Common Shares are issued and outstanding. Other than the Common Shares, Everock has no securities (including debt securities) outstanding.

4. The Common Shares are not listed or quoted on any exchange or market. The Common Shares were previously quoted on the CDN System under the symbol "DICY".

5. The Ontario CTO was issued due to the failure of Everock to file and deliver audited annual financial statements for the year ended September 30, 2004 (the "September 2004 Statements"). Subsequently, Everock failed to file unaudited interim financial statements for the first and second quarters for the fiscal year 2005 (the "Interim Statements").

6. Except for the Ontario CTO, Everock is not, to its knowledge, in default of any of the requirements of the Act or the rules and regulations made there under, other than the following:

a. Everock failed to file the September 2004 Statements when due; and

b. Everock failed to file the Interim Statements;

7. The September 2004 Statements and the Interim Statements were not filed in a timely manner with the Commission or sent to the shareholders of Everock because Everock was inactive and did not have the funds necessary to prepare and mail such statements.

8. The September 2004 Statements and the unaudited financial statements of Everock for the three-month periods ending March 31, 2005 and December 31, 2004 were filed with the Commission on SEDAR on April 11, 2005.

9. Everock is not considering and is not involved in any discussion relating to a reverse take-over transaction or a similar transaction.

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 144 of the Act, that the Ontario CTO be revoked.

John Hughes
Manager, Corporate Finance
Ontario Securities Commission