Bus Systems Inc. - s. 144
Headnote
Section 144 -- full revocation of cease trade order upon remedying of defaults.
Statutes Cited
Securities Act, R.S.O., 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
BUS SYSTEMS INC.
ORDER
(Section 144)
WHEREAS a Director of the Ontario Securities Commission (the Commission) issued a temporary cease trade order dated September 5, 2008 pursuant to paragraphs 2 and 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by an order dated September 17, 2008 pursuant to paragraphs 2 and 2.1 of subsection 127(1) of the Act (together, the Ontario Cease Trade Order) which provided that all trading of the securities of BUS Systems Inc. (the "Applicant") shall cease until further order by the Director;
AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act (the "Application") for a revocation of the Cease Trade Order;
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant is incorporated under the Canadian Business Corporations Act on November 9, 2005.
2. The Applicant is a reporting issuer in the Provinces of Quebec, Ontario, British-Columbia and Alberta.
3. The Applicant's authorized capital consists of an unlimited number of common shares (the "Common Shares"), of which approximately 29,985,175 Common Shares are issued and outstanding.
4. The Commission issued the Ontario Cease Trade Order in response to the Applicant's failure to file its audited annual financial statements for the year ended April 30, 2008 (the Continuous Disclosure Documents) .
5. The financial statements were not filed with the Commission due to the lack of funds to pay for the preparation and audit of such statements.
6. The Applicant was also subject to a cease trade order of the British Columbia Securities Commission (the "BCSC") dated September 17, 2008, now revoked, and to a cease trade order of the Autorité des marchés financiers du Québec (the "AMF") dated September 19, 2008, also now revoked.
7. The Applicant is presently listed on the NEX market, but its shares are not quoted due to the Cease Trade Order.
8. On October 20, 2008, the Applicant filed its audited annual financial statements for the year ended April 30, 2008 and its management's discussion and analysis relating to the audited annual financial statements for the year ended April 30, 2008 on SEDAR.
9. Other than as described in paragraph 4, the Applicant is not otherwise in default of any requirements of the Act or the rules or regulations thereunder.
10. The Applicant will hold its annual shareholders meeting on November 25, 2008.
11. Upon issuance of this revocation order, the Applicant will issue and file a news release and a material change report on SEDAR.
12. The Applicant now wishes to obtain for a full revocation of the Cease Trade Order so as to permit trading of its securities generally.
AND WHEREAS considering the Application and the recommendation of the staff of the Commission;
AND WHEREAS 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 be and is hereby revoked.
Dated at Toronto this 18th day of November, 2008.