Securities Law & Instruments

Headnote

Application by an issuer for an order revoking a cease trade order made by the Commission -- cease trade order issued as a result of the issuer's failure to file certain continuous disclosure documents 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, c. S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

ONSINO CAPITAL CORPORATION

 

ORDER

(Section 144)

WHEREAS a Director of the Ontario Securities Commission (the "Commission") issued a temporary cease trade order dated September 11, 2007 under section 127 of the Act, as extended by an order dated September 21, 2007 (together, the "Cease Trade Order") directing that all trading in the securities of Onsino Capital Corporation (the "Applicant") cease until further order by the Director;

AND WHEREAS the Applicant has applied to the Commission for an order pursuant to section 144 of the Act revoking the Cease Trade Order;

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant was incorporated under the laws of the Province of Ontario on March 7, 2005.

2. The Applicant has been a reporting issuer in Ontario, British Columbia and Alberta since August 11, 2005. The Applicant's head office is located in Toronto, Ontario.

3. The Applicant was formerly classified as a Capital Pool Corporation as defined in TSX Venture Inc ("TSX-V") Policy 2.4. As at June 30, 2006, the Applicant had 9,785,000 common shares issued and outstanding, of which 4,000,000 common shares were deposited in escrow subject to the completion of a private placement and an initial public offering.

4. The escrowed common shares were subject to release upon the completion of a Qualifying Transaction as defined in TSX-V Policy 2.4. As the Applicant did not complete a Qualifying Transaction in the time limit prescribed by the TSX-V, 2,000,000 of the common shares held in escrow were cancelled.

5. As at the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares of which 7,785,000 are issued and outstanding (of which 2,000,000 common shares continue to be held in escrow).

6. The Applicant's common shares were suspended from trading on the TSX-V on September 4, 2007. On December 12, 2007, the Applicant's common shares were transferred to the NEX. As of the date hereof, the Applicant's common shares remain suspended from trading on the NEX.

7. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file, in accordance with the requirements of Ontario securities law, interim financial statements (the "Interim Financial Statements") and the related Management's Discussion and Analysis (the "Interim MD&A") for the six month period ended June 30, 2007.

8. The Applicant is also subject to a cease trade order issued by the British Columbia Securities Commission on September 11, 2007 (the "B.C. Cease Trade Order").

9. Other than the Ontario Cease Trade Order and the B.C. Cease Trade Order, the Applicant has not previously been subject to a cease trade order.

10. The Applicant filed the Interim Financial Statements, the Interim MD&A and related officers' certificates on SEDAR on November 28, 2007.

11. The Applicant has applied to have the Ontario Cease Trade Order and the B.C. Cease Trade Order concurrently revoked.

12. Other than the Ontario Cease Trade Order, the Applicant is not in default of its continuous disclosure obligations under Ontario securities law and has paid all outstanding fees to the Commission, including all applicable activity and participation fees and late filing fees.

13. The Applicant's issuer profiles on SEDAR and SEDI are up-to-date.

14. Upon the issuance of this revocation order, the Applicant will issue a news release and file a material change report on SEDAR.

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

AND UPON considering that it would not be prejudicial to the public interest to revoke the Cease Trade Order

IT IS ORDERED, pursuant to section 144 of the Act that the Cease Trade Order be revoked.

DATED at Toronto this 4th day of February, 2009.

"Michael Brown"
Assistant Manager, Corporate Finance Branch