Streetwear Corporation, The -- s. 144

Headnote

Application by an issuer for a revocation of a cease trade order -- Issuer subject to cease trade order as a result of its failure to file financial statements -- Issuer has brought its filings up-to-date -- Issuer is otherwise not in default of applicable securities legislation, except for certain matters which it intends to remedy -- Issuer is currently inactive, but intends to reactivate itself -- Issuer has provided an undertaking to the Commission that it will not complete (a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, (b) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or (c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, unless the issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1), 127(5), 127(8), 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

THE STREETWEAR CORPORATION

(the "Applicant")

ORDER

(Section 144)

WHEREAS the securities of the Applicant are subject to a temporary order made by the Director dated June 14, 2005 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act and a further cease trade order made by the Director dated June 24, 2005 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (collectively, the "Cease Trade Order") directing that all trading in the securities of the Applicant cease until the Cease Trade Order is revoked by the Director;

AND WHEREAS the Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order;

AND WHEREAS the Applicant 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 the Applicant has applied to the Commission pursuant to National Instrument 52-107 -- Acceptable Accounting Principles and Auditing Standards (NI 52-107) for an exemption from the requirements in section 4.2 of NI 52-107 that financial statements be prepared in accordance with Canadian Generally Accepted Accounting Principles -- Part V, such that its financial statements are prepared in accordance with section 3.2 of NI 52-107 for periods beginning on and after February 1, 2009;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a corporation amalgamated under the laws of the Province of Ontario effective on January 21, 1999.

2. The Applicant's registered and head office is located at 27 West Beaver Creek, Suite 101, Markham, Ontario, L4B 1M8.

3. The Applicant is a reporting issuer under the Act and is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.

4. The Applicant's authorized capital consists of an unlimited number of (i) common shares ("Common Shares"), (ii) Class A non-voting Preferred Shares, and (iii) Class A non-voting, non-cumulative Preferred Shares, of which 26,509,905 Common Shares are issued and outstanding.

5. Other than the Common Shares, the Applicant has no securities (including debt securities) issued and outstanding.

6. The Common Shares are not listed or quoted on any exchange or market in Canada or elsewhere.

7. The Cease Trade Order was issued due to the failure of the Applicant to file its audited financial statements for the year ended January 31, 2005 (the "2005 Financial Statements").

8. No trading in the Common Shares of the Applicant has taken place since the date of the Cease Trade Order.

9. The Applicant did not file any financial statements or continuous disclosure documents required to be filed by applicable securities legislation since the Applicant filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") its consolidated financial statements for the nine-month period ending October 31, 2004 and related management's discussion and analysis.

10. The Applicant suffered financial distress caused by substantial decreases in sales due to cancelled orders as a result of a substantial appreciation in the value of the Canadian dollar against the US dollar and difficult capital market conditions beginning in 2004. As a result, the Applicant lacked the funds necessary to prepare, file, or deliver the 2005 Financial Statements and related management's discussion and analysis and any subsequent financial statements or other continuous disclosure documents required by Ontario securities legislation.

11. First-time adoption of International Financial Reporting Standards ("IFRS") is mandatory for interim and annual financial statements relating to annual periods beginning on or after January 1, 2011 by most publically accountable enterprises, including the Applicant.

12. The Applicant believes that earlier adoption of IFRS will provide users of its financial statements with significantly more disclosure, which will enhance their understanding of the Applicant's results from operations and its financial position and will eliminate complexity and costs from the Applicant's financial statement preparation process.

13. The Applicant has considered the implications of adopting IFRS on its obligations under securities legislation including, but not limited to, those relating to CEO and CFO certificates, offering documents, and continuous disclosure documents.

14. The Applicant has carefully assessed the readiness of its staff, board of directors, audit committee, auditors, investors and other market participants for the adoption by the Applicant of IFRS for the financial year beginning February 1, 2009 and has concluded that they are adequately prepared for the Corporation's adoption of IFRS.

15. The Applicant's Annual MD&A for the fiscal year ended January 31, 2011 will include relevant information about its adoption of IFRS, including:

(a) the key elements of the Applicant's adoption plan;

(b) the accounting policy and implementation decisions the Applicant has made or will have to make; and

(c) the impact of adopting IFRS on the key line items in the Applicant's financial statements for the relevant period.

16. The Applicant filed on SEDAR its audited annual financial statements for the years ended January 31, 2012, 2011 and 2010, its interim financial statements for the three and six month periods ended April 30, 2012, and July 31, 2012, the related management's discussion and analysis for these annual and interim periods, as well as the required CEO and CFO certificates (collectively, the "Continuous Disclosure Documents"). Copies of the Continuous Disclosure Documents are available under the Applicant's profile at www.sedar.com.

17. The Applicant considers that it should not be required to prepare and file its audited annual financial statements for the years ended January 31, 2005, 2006, 2007, 2008 and 2009, the related management's discussion and analysis for each such year, as well as its interim financial statements for the three-month periods ended April 30, 2005, 2006, 2007, 2008, 2009, 2010 and 2011, the six-month periods ended July 31, 2005, 2006, 2007, 2008, 2009, 2010 and 2011, and the nine-month periods ended October 31, 2005, 2006, 2007, 2008, 2009, 2010 and 2011, the related management's discussion and analysis for each such period, and the related CEO and CFO certificates (collectively, the "Historical Documents"), for the following reasons:

(a) At January 31, 2005, the Applicant's management had determined that the potential to realize revenues or other proceeds from its remaining assets, including inventory, was severely limited in the environment at that time, and accordingly, the Applicant's business has remained substantially inactive since that time;

(b) The Applicant has not undertaken any significant transactions since January 31, 2005, and it has not been involved in any litigation since that time;

(c) The Applicant has extremely limited financial and administrative resources and, therefore, the preparation and filing of the Historical Documents would be an unnecessary financial and administrative burden;

(d) The Applicant does not consider that the Historical Documents would provide any useful information to its investors or shareholders; and

(e) The Applicant has filed its annual financial statements for the year ended January 31, 2012 and its interim financial statements for the periods ended April 30, 2012, and July 31, 2012 and related management's discussion and analysis, which provides the most current and meaningful information for investors.

18. Except for the failure to file the Historical Documents, and a material change report relating to the disposition of its subsidiaries, the Applicant (i) is up to date with all of its other continuous disclosure obligations; (ii) is not in default of any of its obligations under the Cease Trade Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

19. The Applicant currently has no assets and has no liabilities other than accounts payable and accrued liabilities.

20. The Applicant is currently inactive and following the revocation of the Cease Trade Order, the Applicant intends to reactivate itself. The Applicant does not have any definitive plans in place for the operation of the business going forward. In particular, the Applicant is not presently considering, nor is it involved in any discussions relating to, an acquisition, a reverse takeover or similar transaction. However, it is the intention of management of the Applicant to investigate opportunities going forward. The Applicant has provided the Commission with an undertaking that it will not complete:

(a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

(b) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or

(c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

unless

(i) the Applicant files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act,

(ii) the Applicant files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements ("NI 41-101") including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Applicant , and

(iii) the preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).

21. As a result of the filing on SEDAR of the Continuous Disclosure Documents, the Applicant's continuous disclosure record is up-to-date and complete (excluding the Historical Documents) and, accordingly, all continuous disclosure documents (other than the Historical Documents) have been filed with the Ontario Securities Commission.

22. The Applicant has not held an annual meeting of shareholders since September 14, 2004 and therefore has been in default of the annual meeting requirements under the Business Corporations Act (Ontario) (the "OBCA"). The Applicant has provided the Commission with an undertaking to hold an annual meeting of shareholders within three months after the date on which the Cease Trade Order is revoked. All matters relating to the meeting will be conducted in accordance with the OBCA and applicable securities legislation.

23. The Applicant has paid all outstanding fees (including late fees) to the Commission in connection with the filing of the Continuous Disclosure Documents.

24. The Applicant's profiles on SEDAR and the System for Electronic Disclosure by Insiders (SEDI) are up-to-date.

25. Other than for the Applicant's failure to file the Continuous Disclosure Documents and the Historical Documents when due, the Applicant is not, to its knowledge, in default of any of the requirements of the Act, or the rules and regulations made pursuant thereto, and other than in respect of the Cease Trade Order, the Applicant is not noted in default of any requirements of the Act.

26. Upon the issuance of the Revocation Order, the Applicant will issue a news release and file a material change report on SEDAR disclosing (i) the revocation of the Cease Trade Order; (ii) an outline of the Applicant's future plans regarding the investigation of opportunities going forward; (iii) prospectus level disclosure regarding each of the current directors and executive officers of the Applicant; (iv) disclosure of the audit committee members; (v) disclosure of the principal shareholder; (vi) a description of the undertakings referred to in paragraphs 20 and 22; and (vii) what remedial continuous disclosure documents have been filed 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 to accept the financial statements of the Applicant for periods beginning on and after February 1, 2009 prepared in accordance with IFRS;

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, pursuant to section 144 of the Act, that the Cease Trade Order is revoked.

DATED on this 21st day of November, 2012.