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.
Applicable Legislative Provisions
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
REVOLUTION TECHNOLOGIES INC.
WHEREAS the securities of Revolution Technologies Inc. (the Applicant) are currently subject to a temporary cease trade order made by the Director dated December 7, 2009, pursuant to paragraphs 2 and 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order made by the Director dated December 18, 2009 pursuant to paragraphs 2 and 2.1 of subsection 127(1) of the Act (collectively, the Cease Trade Order) ordering that trading in the securities of the Applicant cease until the Cease Trade Order is revoked;
AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the Commission) pursuant to subsection 144(1) of the Act (the Application) for an order revoking the Cease Trade Order;
AND WHEREAS the Applicant has represented to the Commission as follows:
1. The Applicant was incorporated under the laws of British Columbia on July 19, 1979. The Applicant changed its province of registration and was continued under the Business Corporations Act (Ontario) on September 19, 1997.
2. The Applicant's registered and head office is located at One Chapman Court, Aurora, Ontario L4G 7N7.
3. The Applicant is a junior company holding an early stage mineral exploration property in Manitoba and holds shares in privately-held Canada Iron Inc.
4. The Applicant is a reporting issuer in Ontario under the Act. The Applicant is not a reporting issuer or equivalent in any other jurisdiction in Canada.
5. The authorized share capital of the Applicant consists of an unlimited number of common shares, of which 173,777,000 common shares are issued and outstanding as fully paid and non-assessable shares as of September 30, 2010.
6. The common shares of the Applicant are traded on the OTC market but were suspended from trading on December 7, 2009. The Applicant has no securities, including debt securities, that are currently listed or posted for trading or quoted on any other exchange or market in Canada or elsewhere.
7. The Cease Trade Order was issued as a result of the failure of the Applicant to file its audited annual financial statements for the year ended July 31, 2009 and management's discussion and analysis relating to the audited annual financial statements for the year ended July 31, 2009, on or before the filing deadline of November 30, 2009, as required by section 4.2 of National Instrument 51-102 -- Continuous Disclosure Obligations. The Applicant also failed to file interim financial statements for the three months ended October 31, 2009 and the six months ended January 31, 2010, along with management's discussion and analysis relating to the interim financial statements for the three months ended October 31, 2009 and six months ended January 31, 2010 as required by section 4.2 of National Instrument 51-102 -- Continuous Disclosure Obligations.
8. The Applicant's failure to file financial statements was a result of financial distress.
9. On June 21, 2010, the Applicant filed the following disclosure documents with the Commission via SEDAR:
a) Audited Annual Financial Statements for the year ended July 31, 2009;
b) Management's Discussion and Analysis for the year ended July 31, 2009;
c) Unaudited Interim Financial Statements for the three months ended October 31, 2009;
d) Management's Discussion and Analysis for the three months ended October 31, 2009;
e) Unaudited Interim Financial Statements for the three months ended January 31, 2010;
f) Management's Discussion and Analysis for the three months ended January 31, 2010; and
g) Certificates required by National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings signed by both the Chief Executive Officer and the Chief Financial Officer certifying the annual filings for the year ended July 31, 2009 and the interim filings for the three months ended October 31. 2009 and the three months ended January 31, 2010.
10. On July 16, 2010 the Applicant re-filed its Annual Information Form.
11. On October 25, 2010 the Applicant re-filed its unaudited interim financial statements, management's discussion and analysis and certificates for the interim periods ended April 30, 2010, January 31, 2010 and October 31, 2009. These materials were re-filed with additional disclosure relating to executive compensation.
12. The Applicant has filed an undertaking with the Commission that it will hold an annual meeting of shareholders within three months of the date of this Order.
13. Other than the Cease Trade Order, the Applicant was subject to a prior cease trade order by the Commission over 25 years ago, before current management was involved in the management of the Applicant.
14. The Applicant is up-to-date with all of its continuous disclosure obligations and has paid outstanding participating fees, filing fees and late fees associated with those obligations owing to the Commission in connection with the disclosure documents referred to in paragraph 9 above and has filed all of the forms associated with such payments.
15. The Applicant is not, to its knowledge, in default of any requirements of the Cease Trade Order, the Act or the rules and regulations made pursuant thereto, including NI 43-101 -- Standards of Disclosure for Mineral Projects.
16. The Applicant's SEDI and SEDAR profiles are up-to-date.
17. One of Applicant's directors, Robert Downes, has retired from the Applicant's board of directors.
18. The Applicant is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
19. Upon the issuance of this Order, the Applicant will issue a press release announcing the revocation of the Cease Trade Order of the Applicant. The Applicant will concurrently file the press release and material change report on SEDAR.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that it 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 at Toronto, Ontario this 23rd day of November, 2010.