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.
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
ALLIANCE FINANCING GROUP INC.
WHEREAS the securities of the Applicant are subject to a temporary order made by the Director dated August 5, 2009 under paragraph 2 and paragraph 2.1 of subsection 127(1) and subsection 127(5) of the Act and a further cease trade order made by the Director dated August 17, 2009 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (collectively, the "Cease Trade Order") directing that trading in and acquisitions of the securities of the Applicant, whether direct or indirect, cease until the order is revoked by the Director;
AND WHEREAS the Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order;
AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") for an order pursuant to section 144 of the Act to revoke the Cease Trade Order.
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was amalgamated on May 26, 2000 pursuant to the Business Corporations Act (Ontario).
2. The Applicant's registered and head office is located at 55 Administrative Drive, Unit 11, Vaughan, Ontario, L4K 4G9.
3. The Applicant is a reporting issuer under the Act, the Securities Act (Alberta) (the "Alberta Act") and the Securities Act (British Columbia) (the "BC Act"). The Applicant is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.
4. The Applicant's authorized share capital consists of an unlimited number of common shares (the "Common Shares"), of which 14,477,314 Common Shares are issued and outstanding. Other than its Common Shares, the Applicant has no securities, including debt securities, outstanding.
5. The Cease Trade Order was issued as a result of the Applicant's failure to file when due its audited annual financial statements and related management's discussion and analysis for the fiscal year ended March 31, 2009 due to lack of funds necessary to engage its auditor. Subsequently, the Applicant failed to file when due its interim financial statements for the three-month period ended June 30, 2009 and the six-month period ended September 30, 2009 and related management discussion and analysis.
6. The Applicant is also subject to cease trade orders issued by the British Columbia Securities Commission and Alberta Securities Commission dated August 7, 2009 and November 16, 2009, respectively. The Applicant has applied for a revocation of the cease trade orders issued by the British Columbia Securities Commission and Alberta Securities Commission concurrent with its application to the Commission.
7. The Applicant has filed on SEDAR its: (i) audited financial statements for the fiscal year ended March 31, 2009, together with management's discussion and analysis and officers' certificates relating thereto, (ii) interim financial statements for the three-month period ended June 30, 2009, the six-month period ended September 30, 2009 and the nine-month period ended December 31, 2009, each together with related management's discussion and analysis and officers' certificates, and (iii) Form 51-102F6 Statement of Executive Compensation.
8. On June 16, 2010, the Applicant restated and re-filed its interim financial statements for the six-month period ended September 30, 2009 and the nine-month period ended December 31, 2009 to reflect the write-off of goodwill and also revised and re-filed its management's discussion and analysis for these periods and for the fiscal year ended March 31, 2009 and three-month period ended June 30, 2009 to provide more comprehensive disclosure.
9. The Applicant is up-to-date with its all of its continuous disclosure filings and has paid all outstanding fees.
10. Except for the Applicant's failure to file the continuous disclosure documents described in paragraph 5 above when due, the Applicant is not in default of any requirements of the Act or the rules and regulations thereunder.
11. The Applicant has filed an undertaking with the Commission to hold an annual meeting of shareholders within 90 days of the revocation of the Cease Trade Order.
12. The Common Shares of the Applicant are listed on the TSX Venture Exchange but have been suspended from trading as a result of the imposition of the Cease Trade Order. The Common Shares are not listed or quoted on any other exchange or market in Canada or elsewhere.
13. The Applicant's SEDAR and SEDI profiles are up-to-date.
14. The Applicant is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of business combination or transaction similar to any of the foregoing.
15. Upon the issuance of this order, the Applicant will issue and file a news release and material change report on SEDAR that announces the revocation of the Cease Trade Order, identifies the re-filings described in paragraph 8 above, and outlines the Applicant's future plans.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director 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 Cease Trade Order is revoked.
DATED on this 6th day of July, 2010.