Securities Law & Instruments

Headnote

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

(THE "ACT")

AND

IN THE MATTER OF

ONEPAK, INC.

 

ORDER

(Section 144)

WHEREAS the securities of OnePak, Inc. ("OnePak") are subject to a temporary cease trade order made by the Director dated August 5, 2008 pursuant to paragraph 2 of subsections 127(1) and 127(5) of the Securities Act (Ontario) (the "Act"), as extended by an order made by the Director on August 15, 2008 pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of OnePak cease until the Cease Trade Order is revoked;

AND WHEREAS OnePak has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144(1) of the Act for a revocation of the Cease Trade Order (the "Application");

AND WHEREAS OnePak has represented to the Commission that:

1. OnePak was incorporated under the laws of the State of Nevada on March 30, 2005.

2. OnePak is a reporting issuer under the securities legislation of the province of Ontario. OnePak is not a reporting issuer or its equivalent in any other jurisdiction in Canada.

3. OnePak's authorized share capital consists of 100,000,000 common shares with a par value of $0.001 per share of which 21,787,113 were issued and outstanding as of April 30, 2009 and 100,000,000 preferred shares with a par value of $0.001 per share of which 333,333 Class B Preferred Shares were issued and outstanding as of April 30, 2009.

4. OnePak's common shares are listed on the Canadian National Stock Exchange.

5. The Cease Trade Order was issued as a result of OnePak's failure to file:

a. its audited annual financial statements for the year ended December 31, 2007 (the "2007 Annual Financial Statements") and its management's discussion and analysis ("MD&A") relating to such annual financial statements as required by National Instrument 51-102 -- Continuous Disclosure Obligations ("NI 51-102") together with the related certificates required by National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") (collectively, the "2007 Annual Filings"), and

b. its interim financial statements for the period ended March 31, 2008 and its MD&A relating to such interim financial statements as required by NI 51-102 together with the related certificates required by NI 52-109 (collectively, the "Q1 Interim Filings").

6. Subsequent to the issuance of the Cease Trade Order, the following became due for filing:

a. OnePak's interim financial statements for the period ended June 30, 2008 and its MD&A relating to such interim financial statements as required by NI 51-102 together with the related certificates required by NI 52-109 (collectively, the "Q2 Interim Filings"),

b. OnePak's interim financial statements for the period ended September 30, 2008 and its MD&A relating to such interim financial statements as required by NI 51-102 together with the related certificates required by NI 52-109 (collectively, the "Q3 Interim Filings"), and

c. OnePak's audited annual financial statements for the year ended December 31, 2008 (the "2008 Annual Financial Statements") and its MD&A relating to such interim financial statements as required by NI 51-102 together with the related certificates required by NI 52-109 (collectively, the "2008 Annual Filings").

7. The delay in the filing of the 2007 Annual Filings began with the unexpected death of OnePak's Chief Financial Officer at the time, Mr. Joseph Dore, in late December of 2007. Mr. Dore had been the person primarily responsible for preparing OnePak's financial statements and MD&A. Following Mr. Dore's death, OnePak appointed a new Chief Financial Officer, who then had to familiarize himself with all of the financial aspects of OnePak.

8. Subsequently, the audit of OnePak's 2007 Annual Financial Statements was delayed due to a delay in receiving a valuation from an independent business valuator with respect to shares of OnePak that were distributed to Citrine Holdings Limited as compensation under an agreement between OnePak and Citrine Holdings Limited described in Note 11 to the 2007 Annual Financial Statements re-filed on SEDAR on May 19, 2009. As a result of the delay in the audit of the 2007 Annual Financial Statements, the completion and filing of the Q1 Interim Filings and the Q2 Interim Filings were also delayed.

9. OnePak filed the 2007 Annual Filings and the Q1 Interim filings on SEDAR on September 15, 2008. OnePak filed the Q2 Interim Filings on SEDAR on September 29, 2008. On May 19, 2009 OnePak re-filed on SEDAR the 2007 Annual Filings, the Q1 Interim Filings and the Q2 Interim Filings to correct certain errors and deficiencies. Also on May 19, 2009, OnePak filed on SEDAR the Q3 Interim Filings. On May 21, 2009 OnePak filed on SEDAR the 2008 Annual Filings. Therefore, OnePak is no longer in default of its continuous disclosure obligations under Ontario securities law.

10. OnePak has paid the applicable fees to the Commission in accordance with OSC Rule 13-502 -- Fees in connection with the filing of the 2007 Annual Filings, the Q1 Interim Filings, the Q2 Interim Filings, the Q3 Interim Filings and the 2008 Annual Filings.

11. OnePak has not previously been the subject of any cease trade orders by the Commission, except for the Cease Trade Order, and the earlier management and insider cease trade order issued by the Commission on May 5, 2008 and extended on May 16, 2008 which also related to OnePak's failure to file the 2007 Annual Filings.

12. OnePak will hold an annual meeting of its shareholders within 75 days of this order. OnePak intends to deliver the 2007 Annual Financial Statements and related MD&A and the 2008 Annual Financial Statements and related MD&A to shareholders together with the materials in respect of such meeting.

13. OnePak is not currently the subject of any cease trade orders in any other jurisdiction.

14. OnePak's profiles on SEDAR and SEDI are up-to-date.

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

16. Except for the Cease Trade Order, OnePak is not in default of any of the requirements of the Act or the rules and regulations made thereunder.

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

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Cease Trade Order;

IT IS ORDERED under Section 144 of the Act, that the Cease Trade Order is revoked.

DATED this 1st day of June, 2009.

"Jo-Anne Matear"
Assistant Manager, Corporate Finance
Ontario Securities Commission