THE SECURITIES ACT | ) |
Order No. 5204 |
) |
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Section 148(1) | ) |
October 25, 2006 |
SILVIO VENTURES INC.
(A) WHEREAS The Manitoba Securities Commission (the "Commission") issued Commission Order No. 4216 on July 14, 2003 (the "Cease Trade Order") which ceased trading in the securities of Silvio Ventures Inc. (the "Applicant").
(B) AND WHEREAS the Commission issued Commission Order 4949 on December 21, 2005 partially revoking the Cease Trade Order so the Applicant could proceed with a stock consolidation and private placement;
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant was formed on August 17, 1987 under the Companies Act (British Columbia). On September 12, 2000, the Applicant was continued as a federal company under the Canada Business Corporations Act ("CBCA").
2. The Applicant is a reporting issuer under the securities legislation (the "Legislation") of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.
3. The authorized share capital of the Applicant consists of an unlimited number of common shares with no par value, of which 6,056,438 common shares were issued and outstanding.
4. The Cease Trade Order was issued as a result of the Applicant’s failure to file its annual financial statements for the year ended January 31, 2003. Subsequently, the Applicant failed to file its audited financial statements for the years ended January 31, 2004, 2005 and 2006 and all interim financial statements since January 31, 2003.
5. The Applicant is also subject to cease trade orders issued by the British Columbia Securities Commission (the BCSC) dated July 10, 2003, Ontario Securities Commission (the OSC) dated June 24, 2003, and the Quebec Securities Commission (the QSC) dated June 23, 2003 for failure to file its annual financial statements for the year ended January 31, 2003. The Applicant has concurrently applied for a revocation of these cease trade orders.
6. On July 10, 2003, the Applicant filed a petition under the Canadian Creditors Arrangement Act ("CCAA") and on October 21, 2003, the creditors of the Applicant approved a Plan of Arrangement whereby all the assets of the Applicant would be liquidated and the proceeds distributed to creditors. The monitor of the Applicant’s CCAA proceedings, Ernst & Young ("E&Y"), informed the Applicant that all assets were liquidated by the end of 2003 and one cash distribution to the unsecured creditors was remaining and should be completed by the fall of 2006. Upon the final cash distribution to unsecured creditors, E&Y will be discharged as monitor and the CCAA proceedings will be terminated. E&Y has not objected to any of the actions to be undertaken by the Applicant pursuant to the partial revocation order.
7. An extraordinary general meeting of the shareholders of the Applicant was held on September 29, 2005. At the meeting, the Applicant’s shareholders approved the election of Ross Wilmot, CA as director (99.74% in favor), approved a stock consolidation on a basis of one new share for every twenty-five old shares (the "Stock Consolidation") (95.01% in favor) and approved a change of name from "PanGeo Pharma Inc." to "Silvio Ventures Inc." (98.21% in favor). At the meeting, the Applicant accepted nominations from the floor for the election of two additional directors to satisfy minimum CBCA requirements. Kurt Lahey, CGA, and Brian Cheston were nominated and elected directors by the shareholders. The three elected directors are all British Columbia residents.
8. On November 28, 2005, the Applicant’s shares were accepted for listing on the NEX board of the TSX venture Exchange and delisted from the TSX. The NEX board accepts companies previously listed on the TSX which have failed to maintain compliance with the ongoing financial listing standards of the exchange. The NEX board allows inactive companies to maintain a listing while they complete their reorganizations. In order to qualify for the NEX board, the Applicant must, among other conditions, be a reporting issuer in good standing with all relevant securities regulatory authorities and under corporate law. Due to the cease trade orders, the Applicant’s shares will remain suspended on the NEX board. The Applicant’s common shares are not listed or quoted on any other exchange or market in Canada or elsewhere.
9. In December 2005, the Applicant applied for and received partial revocations of cease trade orders in British Columbia, Ontario, Manitoba and Quebec to proceed with the Stock Consolidation and to proceed with a private placement of equity securities to raise gross proceeds of $150,000 (the "Private Placement") by issuing 3,000,000 post-consolidated common shares at a price per share of $0.05. The Stock Consolidation and name change were effectuated in December 2005 and the private placement closed in January 2006. Proceeds of the Private Placement were for the Applicant’s efforts in reorganizing the company post-CCAA.
10. The Applicant has filed the required records referred to in the Order and is up to date in its financial statement filing requirements under securities legislation for the years ended January 31, 2005 and 2006, the balance sheet as at January 31, 2004 and all subsequent interim financial statements.
11. The Applicant is unable to prepare and include audited financial statements for the year ended January 31, 2003, the audited statement of operations and cashflows for the year ended January 31, 2004 and the interim financials for the periods ended April 30, 2003, July 31, 2003 and October 31, 2003 because:
11.1 The financial records for the year ended January 31, 2003 and the first half of the year ended January 31, 2004 are in the possession of a third party. The third party purchased all the operating subsidiaries and assets of the Applicant in late 2003 pursuant to the Canadian Creditors Arrangement Act (CCAA) proceedings. The third party took possession of all the financial records of the Applicant and its subsidiaries when they purchased the subsidiaries and assets under the resulting Plan of Arrangement of the CCAA proceedings. The third party refuses to cooperate with the Applicant for the preparation and audit of the delinquent financial statements, despite numerous discussions and requests. The third party has expressed concerns that they are releasing financial information that is now theirs and is private and confidential. In addition, the third party also stated their accounting software has changed over three times since 2003 and much of the accounting information from those periods is in disarray and it would take a considerable amount of time and effort to organize, with no assurance that it would be complete and verifiable. The third party is aware that the financial statements are required to be filed with the securities regulators.
11.2 In addition to the missing financial records, the Applicant no longer has the accounting personnel who assisted in the preparation of the Applicant’s 2003 financial statements. The Applicant has a newly formed management team with no history in respect of the 2003 and 2004 financial information.
12. The Applicant cannot commence trading on the NEX board until the Cease Trade Order is revoked.
(D) AND WHEREAS considering the Application
and the recommendation of the staff of the Commission;
(E) AND WHEREAS the Commission being satisfied that to do
so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to the Act, that the Cease Trade Order be and is hereby revoked.
BY ORDER OF THE COMMISSION:
Deputy Director - Legal