Phinder Technologies Inc. - s. 4(b) of the Regulation

Consent

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the laws of the state of Florida.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

November 17, 2006

IN THE MATTER OF

THE REGULATIONS MADE UNDER

THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c. B. 16, AS AMENDED (the "OBCA")

R.R.O. 1990, REGULATION 289/00, AS AMENDED (the "Regulation")

AND

IN THE MATTER OF

PHINDER TECHNOLOGIES INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Phinder Technologies Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission to continue into another jurisdiction pursuant to subsection 4(b) of the Regulation;

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation existing under the provisions of the OBCA. The registered and head office of the Applicant is located at 181 University Avenue, Suite 210, Toronto, Ontario M5H 3M7.

2. The Applicant is authorized to issue an unlimited number of common shares, of which, as at June 30, 2006, 61,994,463 common shares were issued and outstanding.

3. The Applicant proposes to make an application (the "Application for Continuance") to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue under the laws of the State of Florida (the "Florida Laws").

4. The Applicant is an offering corporation under the provisions of the OBCA and a reporting issuer within the meaning of the Securities Act (Ontario) (the "Act").

5. Pursuant to subsection 4(b) of the Regulation, where the corporation is an offering corporation, the Application for Continuance must be accompanied by the consent of the Commission.

6. The Applicant's issued and outstanding common shares are listed for trading on the NASD OTC BB.

7. The Applicant is not in default of any requirements of the Act or the regulations or rules promulgated thereunder.

8. The Applicant is not a party to any proceeding or, to the best of its knowledge, information or belief, any pending proceeding under the Act.

9. The Applicant currently intends to continue to be a reporting issuer under the Act and to maintain a corporate office in Canada.

10. The material rights, duties and obligations of a corporation governed by the Florida Laws are substantially similar to those of a corporation governed by the OBCA. A special meeting of shareholders was held on June 30, 2006 whereby the Applicant sought shareholder approval for the Application for Continuance. A summary of the dissent rights in connection with the Application for Continuance pursuant to section 185 of the OBCA was provided to shareholders on the Company's Management Information Circular.

11. At the meeting, a special resolution of the shareholders authorizing the continuance was approved by 99.96% of the votes cast.

13. The continuance is proposed to be made in order for the Applicant to conduct its business and affairs in accordance with the provisions of the Florida Laws. The Applicant's corporate activity is based in the United States of America and the majority of the Issuer's shareholders are American residents. Continuing under the Florida Laws will permit the Applicant to focus on its corporate activities in the United States and provide liquidity to its shareholders by removing the foreign issuer designation from its trading symbol.

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

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the Florida Laws.

"Robert L. Shirriff
Commissioner
 
"Harold P. Hands"
Commissioner