Golden Triangle Taxi Ltd. - s. 74(1)

Headnote

Application under section 74(1) for relief from prospectus and registration requirements - issuer is engaged in taxi-cab business - Relief granted subject to conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74(1).

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

GOLDEN TRIANGLE TAXI LTD.

ORDER

(Subsection 74(1))

UPON the application (the "Application") of Golden Triangle Taxi Ltd. (the "Corporation") to the Ontario Securities Commission (the "Commission") for a ruling pursuant to subsection 74 (1) of the Securities Act, R.S.O. 1990, c. S.5 (the "Act") that certain trades by the Corporation and its shareholders in common shares of the Corporation (the "Common Shares") are not subject to sections 25 and 53 of the Act;

AND UPON reading the Application and the recommendation of the staff of the Commission;

AND UPON the Corporation having represented to the Commission that:

1. Golden Triangle Taxi Ltd. is a corporation constituted by Certificate of Incorporation on January 1, 2003 under the laws of the Province of Ontario;

2. the authorized share capital of the Corporation consists of an unlimited Class "A" and Class "B" special shares and unlimited number of common shares of which 8,300 Common Shares have been duly issued;

3. the Corporation is an established taxi-cab company that is authorized to operate within the City of Cambridge;

4. the Corporation operates under the name "Golden Triangle Taxi Ltd." and carries on the business of providing the dispatch, depot and other administrative services to the owners or operators of taxi-cabs (the "Owner/Operators");

5. the Corporation does not own any of the cabs in its fleet, nor does it employ any of the Owner/Operators;

6. individuals that wish to acquire an owner's licence, to operate a taxi-cab within the City of Cambridge, from the Regional Municipality of Waterloo must first enter into an operator's agreement with an established taxi-cab broker company that is authorized to operate in that city and the Corporation requires each Owner/Operator to enter into an operator's agreement made between the Corporation and all other Owner/Operators (the "Operators Agreement");

7. as a condition of entering into the Operators Agreement with a prospective Owner/Operator, the Corporation requires the Owner/Operator to be a shareholder of the Corporation;

8. the Corporation's constating documents currently provide that no shares may be transferred without the express consent of a majority of the shareholders;

9. the Corporation proposes to issue and have outstanding shares such that the number of shareholders of the Corporation will exceed the maximum permitted number of fifty (50) shareholders; and

10. the Corporation has undertaken to the Commission to:

A. provide, on or before the next annual general meeting, or at a Special Meeting of the Shareholders called for the purposes of such dissemination, to all existing Shareholders the following information:

i) the constating documents of the Corporation; and

ii) a copy of this ruling together with a statement that certain protections, rights, and remedies provided by the Act including statutory rights of rescission and damages will not be available to the Owner/Operators and that certain limitations will be imposed upon the disposition of Common Shares acquired pursuant to this Ruling;

and

B. use its best efforts to obtain an acknowledgement from each of the existing shareholders that he or she has been provided the foregoing information, and such acknowledgements shall be retained by the Corporation as part of its books and records;

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

IT IS RULED pursuant to subsection 74 (1) of the Act that trades in Common Shares by the Corporation to Owner/Operators and any subsequent trades in the Common Shares by Owner/Operators (whose shares have been duly issued) are not subject to sections 25 and 53 of the Act provided that:

A. the Corporation's constating documents provide that:

i) no shares may be transferred without the approval of a majority of the shareholders;

ii) the total number of outstanding shareholders at any one time, exclusive of persons who are in the employment of the Corporation shall not exceed two hundred, two or more persons holding one or more shares jointly being counted as one shareholder; and

iii) any invitation to the public to subscribe for its securities is prohibited;

B. each purchaser of the Common Shares shall have purchased the Common Shares pursuant to being licensed by the appropriate licensing authority to own and operate a taxi-cab with the Corporation;

C. all share certificates issued on or after the date of this ruling shall bear a legend disclosing the restrictions on the transfer of Common Shares;

D. the Corporation prepares and makes available to its shareholders financial statements and the proxy-related materials in accordance with the Business Corporations Act, R.S.O. 1990, c. B.16;

E. the Corporation shall deliver to each prospective shareholder or current shareholder before the issue or transfer of any Common Shares a copy of:

i) the constating documents of the Corporation;

ii) the Operators Agreement;

iii) the most recent financial statements of the Corporation; and

iv) this ruling together with a statement that certain protections, rights, and remedies provided by the Act including statutory rights of rescission and damages will not be available to the Owner/Operators and that certain limitations will be imposed upon the disposition of Common Shares acquired pursuant to this Ruling;

F. the exemptions contained in this ruling shall cease to be effective and any subsequent trade in Common Shares shall be a distribution from the earlier of (i) the date the provisions of the restrictions referred to above in paragraph A are amended, and (ii) the date the Corporation becomes a reporting issuer under the Act.

DATED at Toronto, this 18th day of December, 2007.