Rampart Mercantile Inc. - s. 144
Headnote
Application by an issuer for an order revoking a cease trade order made by the Commission - cease trade order issued as a result of the issuer's failure to file certain continuous disclosure documents 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
RAMPART MERCANTILE INC.
ORDER
(Section 144)
WHEREAS a Director of the Ontario Securities Commission (the Commission) issued a temporary cease trade order dated March 22, 2002 under section 127 of the Act, as extended by an order dated April 3, 2002 (together, the Ontario Cease Trade Order) which provided that all trading in the securities of Rampart Mercantile Inc. (the Applicant) cease until further order by the Director;
AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act for a revocation of the Ontario Cease Trade Order;
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant was formed by a Memorandum of Association dated November 18, 1968 in the Province of British Columbia under the name Rampart Mines Limited. On May 28, 1984, the Applicant changed its name to Rampart Resources Limited. On July 23, 1987, the Applicant changed its name to Trans-Rampart Industries Ltd. On May 3, 1993, the Applicant changed its name to Rampart Mercantile Inc. On October 6, 1999, the Applicant filed an amendment to its Memorandum consolidating its outstanding share capital on the basis of one post-consolidated common share for each ten pre-consolidated common shares and increasing its outstanding share capital to 100,000,000 common shares. On November 24, 1999, the Applicant continued out of the Province of British Columbia into the Province of Ontario, increased its authorized share capital to an unlimited number of common shares without par value (Common Shares) and an unlimited number of first preferred shares (First Preferred Shares) issuable in series and implemented new by-laws.
2. The Applicant's head office is located at 31 Sunset Trail, Toronto, Ontario, M9M 1J4.
3. As of July 14, 2008, the Applicant has 3,617,545 Common Shares and no First Preferred Shares issued and outstanding.
4. The Applicant became a reporting issuer in the Province of Ontario in October of 1989 by virtue of being listed on the Toronto Stock Exchange. The Applicant is also a reporting issuer in British Columbia (August, 1972), Alberta (February, 2000), Quebec (July, 2000) and Nova Scotia (July, 2000). No subsequent prospectus offering was undertaken after an initial prospectus offering of the Applicant in British Columbia in August of 1972.
5. The Applicant maintained its reporting issuer status from the above-listed dates to the issuance of the Ontario Cease Trade Order. The Ontario Cease Trade Order was issued in Ontario as a result of the Applicant's failure to file audited annual financial statements for the year ended October 31, 2001 (the 2001 Annual Financial Statements). Subsequently, the Applicant failed to file its interim financial statements for the periods ended January 31, 2002, April 30, 2002, and July 31, 2002 (the Interim Financial Statements), as well as its audited annual financial statements for the year ended October 31, 2002, (the 2002 Annual Financial Statements). The 2002 Annual Financial Statements, together with the 2001 Annual Financial Statements and the Interim Financial Statements, are collectively referred to herein as the Financial Statements).
6. The Applicant filed the 2001 Annual Financial Statements and the Interim Financial Statements on March 13, 2003 on SEDAR. The 2002 Annual Financial Statements were filed on SEDAR on March 14, 2003. The Applicant mailed the Financial Statements to its shareholders on March 17, 2003. On June 4, 2003, the Applicant filed restated 2002 Annual Financial Statements and restated interim financial statements for the period ended January 31, 2003 on SEDAR.
7. Since the imposition of the Ontario Cease Trade Order, the following people are no longer serving as directors or officers of the Applicant: Sheri Fuller Monardo (formerly Secretary/Treasurer and a director; John Illidge (formerly Vice-Chairman and a director); and Dev Misir (formerly a director). Since the imposition of the Ontario Cease Trade Order, there has been no change in the insiders or controlling shareholders of the Applicant.
8. Prior to the issuance of the Ontario Cease Trade Order, the Common Shares of the Applicant were traded on the TSX Venture Exchange.
9. The TSX Venture Exchange suspended trading of the Common Shares of the Applicant on March 22, 2002 and on April 3, 2002 delisted the Common Shares of the Applicant.
10. To the knowledge of the Applicant, no securities of the Applicant are listed or traded on any stock exchange or market in Canada or elsewhere.
11. The Applicant has been subject to a cease trade order issued by (i) the British Columbia Securities Commission dated April 3, 2002 (the B.C. Cease Trade Order); (ii) the Alberta Securities Commission dated April 26, 2002 (the Alberta Cease Trade Order); and (iii) the Authorité des marchés financiers dated March 25, 2002 (the Quebec Cease Trade Order). No cease trade order has been issued by the Nova Scotia Securities Commission.
12. On July 22, 2003, the Ontario Cease Trade Order was varied by the Commission solely to permit the transfer of a debenture convertible into Common Shares of the Applicant from Mr. Vito Palmieri to Mr. Robert Salna in consideration for $100,000 paid by Mr. Robert Salna to Mr. Vito Palmieri. The conversion privileges in connection with Mr. Robert Salna's debenture have expired. The Ontario Cease Trade Order has remained in effect following the transfer of the debenture.
13. The Applicant is currently insolvent and has ceased to carry on an active business following the bankruptcy of the Applicant's wholly-owned subsidiary, Rampart Securities Inc. which occurred on October 31, 2001. The Applicant is currently dependant on a continuation of cash advances from Mr. Robert Salna, a debenture holder and minority shareholder, in order to continue its business and cover operating expenses until it is able to generate cash flow from a new business opportunity.
14. Other than the Ontario Cease Trade Order, the B.C. Cease Trade Order, the Alberta Cease Trade Order and the Quebec Cease Trade Order (collectively, the Cease Trade Orders), the Applicant has not previously been subject to a cease trade order.
15. The Applicant has applied to have each of the Cease Trade Orders concurrently revoked.
16. The Applicant is up-to-date with its other continuous disclosure obligations and has paid all outstanding fees to the Commission, including all applicable activity and participation fees and late filing fees.
17. The Applicant's SEDAR and SEDI profiles are up-to-date.
18. The Applicant did not hold annual general meetings for the years 2001 through 2007. The Applicant's annual meeting of shareholders was held on June 12, 2008.
19. The Applicant has not had any other "material changes" within the meaning of the Act since the imposition of the Ontario Cease Trade Order and is not in default of the requirements to file material change reports under applicable securities legislation.
20. Except for the Ontario Cease Trade Order, the Applicant is not in default of any of its obligations as a reporting issuer under the Act or the rules or regulations made pursuant thereto.
21. Upon the issuance of this revocation order, the Applicant will issue and file a news release and a material change report on SEDAR.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;
IT IS ORDERED, pursuant to section 144 of the Act, that the Ontario Cease Trade Order is revoked.
DATED at Toronto this 23rd day of July, 2008.