Application by an issuer for a revocation of a cease trade order - 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
CARBER CAPITAL CORP.
WHEREAS the securities of Carber Capital Corp. ("Carber" or the "Issuer") are subject to a an order of the Ontario Securities Commission (the "Commission") dated December 7, 2005 made pursuant to subsection (3) of Section 127 of the Act (the "Cease Trade Order") directing that trading in securities of the Issuer cease until the Cease Trade Order is revoked by a further order of revocation;
AND WHEREAS the Issuer has made an application to the Commission pursuant to section 144 of the Act for an order revoking the Cease Trade Order;
AND WHEREAS the Issuer has represented to the Commission that:
1. Carber was incorporated under the laws of Ontario on December 30, 1985 under the name 649132 Ontario Limited. Pursuant to articles of amendment dated November 13, 1986, the Issuer changed its name to Tele-Talk Inc. On August 25, 1995, the Issuer filed articles of amendment changing its name to Stackpal International Inc. Pursuant to articles of amendment dated October 9, 1997, the Issuer changed its name to Innomat Solutions Corp. On November 17, 1999, the Issuer filed articles of amendment changing its name to Carber Capital Corp.
2. The Issuer is a reporting issuer under the Act. The Issuer is not a reporting issuer or the equivalent in any other jurisdiction in Canada.
3. The authorized capital of Carber consists of an unlimited number of common shares ("Common Shares") of which approximately 2,235,993 are issued and outstanding and an unlimited number of special shares of which zero are issued and outstanding.
4. Other than the Common Shares, the Issuer has no securities (including debt securities) outstanding.
5. The Common Shares are not listed or quoted on any exchange or market.
6. The Issuer has been inactive for many years. It owns no material assets.
7. The Cease Trade Order was issued as a result of Carber's failure to file interim financial statements and accompanying management's discussion and analysis ("MD&A") for the nine month period ended September 30, 2005.
8. Subsequently, Carber failed to file audited annual financial statements for the years ended December 31, 2005, 2006, 2007, and 2008 (the "Annual Financial Statements"), interim financial statements for all interim periods since September 30, 2005 (the "Interim Financial Statements") and, in each case, related MD&A and certificates required under National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109 Certificates").
9. Except for the Cease Trade Order, the Issuer is not, to its knowledge, in default of any of the requirements of the Act or the rules and regulations made thereunder, other than the following:
(a) the Issuer failed to file the Annual Financial Statements and related MD&A and NI 52-109 Certificates when due; and
(b) the Issuer failed to file the Interim Statements and related MD&A and NI 52-109 Certificates when due.
10. The Annual Financial Statements and the Interim Statements, and related MD&A and NI 52-109 Certificates were not filed in a timely manner with the Commission or sent to the shareholders of the Issuer because the Issuer was inactive and did not have the funds necessary to prepare and mail such statements.
11. On January 27, 2010, Carber filed audited Annual Financial Statements for the financial years ended December 31, 2007, 2008 and 2009, together with related MD&A and NI 52-109 Certificates (the "Prepared Outstanding Disclosure") on SEDAR.
12. Carber has not filed and any outstanding disclosure for the financial years ended December 31, 2005 and 2006. Carber believes that the length of time that has elapsed since the date of the Cease Trade Order makes the filing of the outstanding disclosure for these periods of limited use to investors since Carber was inactive at all times while it was cease-traded.
13. Carber has not filed any outstanding Interim Financial Statements and related MD&A since June 30, 2005 because Carber believes that the Interim Financial Statements would not provide additional useful information concerning the present or future operations or financial circumstances of Carber since Carber was inactive during the period covered by the Interim Financial Statements and sufficient disclosure relating to such periods is contained in the Prepared Outstanding Disclosure.
14. The Issuer has provided the Ontario Securities Commission with an undertaking of the Issuer, pursuant to Section 3.1(5) of National Policy 12-202, to hold an annual meeting of its shareholders within 90 days of the date upon which the Cease Trade Order is revoked.
15. To the best of the Corporation's knowledge, the following persons hold more than 10% of the outstanding Common Shares:
(a) 884906 Ontario Inc., 49 Clarendon Ave., Toronto ON M4V 1J2, holding 1,000,000 Common Shares (47%).
16. Following the revocation of the Cease Trade Order, the Issuer intends to raise capital for potential acquisitions. No such transactions are currently identified.
17. The Issuer is not presently considering nor is it presently involved in any discussion relating to a reverse take-over or similar transaction.
18. The Issuer is up-to-date with its continuous disclosure obligations and has paid all outstanding participation fees, filing fees and late fees associated with those obligations.
19. The Issuer's SEDI and SEDAR profiles are up-to-date.
20. The Issuer has not had any "material changes" since it was cease traded except for a material change report filed on December 16, 2008 with respect to appointments to the board of directors and management of the Issuer, and the Issuer is not in default of requirements to file material change reports under applicable securities legislation.
21. The Issuer will issue a press release and file a material change report in connection with the revocation of the Cease Trade Order.
22. The Issuer has been inactive since October 1998, prior to which it licensed technologies used in the processing of plastics.
23. Management of the Issuer intends to pursue a reverse takeover transaction and possible concurrent financing following the revocation of the Cease-Trade Order. No such transactions are currently identified.
AND UPON considering the application and the recommendations of staff of the Commission;
AND UPON the Director being satisfied that the Issuer has remedied its defaults in respect of the filing requirements under the Act;
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 hereby revoked.
DATED this 24th day of March, 2010.