Oct 17, 2014
OTC Disclosure & News Service
Vancouver, BC, Canada -
Citation: 2014 BCSECCOM 430
Partial Revocation Order
iTokk, Inc.
Section 171 of the Securities Act, R.S.B.C. 1996, c. 418
¶ 1 On October 8, 2010, the Executive Director issued an order (the Cease Trade Order)
under section 164(1) of the Securities Act, R.S.B.C. 1996, c. 418 (the Act) that all
trading in the securities of iTokk, Inc. (iTokk) cease until it files the required
records referred to in the Cease Trade Order.
¶ 2 iTokk has made an application to the Executive Director under section 171 of the
Act for a partial revocation of the Cease Trade Order to permit certain trades in
connection with the issuance of securities as described below.
¶ 3 iTokk has made the following representations to the Executive Director:
1. iTokk was incorporated under the laws of Nevada on September 19, 2003, and
was domesticated as a Wyoming company on August 13, 2010.
2. iTokk’s registered office is located at 1712 Pioneer Avenue, Suite 101,
Cheyenne, Wyoming, 82001, USA. iTokk’s head office is located at Suite 200
- 375 Water Street, Vancouver, BC V6B 5C6, Canada.
3. iTokk’s president and sole director, Kevin Penstock, is a resident of British
Columbia, Canada.
4. iTokk’s issued and authorized share capital is currently as follows:
Class No. Authorized No. Issued and Outstanding
Common 49,880,000,000 15,404,919,765
Preferred A 1,000,000 1
Preferred B 59,000,000 11,569,000
Preferred C 40,000,000 0
Preferred D 20,000,000 0
Total: 50,000,000,000 15,416,488,766
5. iTokk is a reporting issuer in British Columbia, and is not a reporting issuer or
the equivalent in any other jurisdiction in Canada.
6. iTokk’s Common Shares are currently traded on the “OTC Pink” marketplace
under the symbol IKTO. iTokk’s securities are not traded on any market in
any jurisdiction in Canada.
7. iTokk is an OTC reporting issuer under Multilateral Instrument 51-105 Issuers
Quoted in the U.S. Over-the-Counter Markets (MI 51-105).
8. The Executive Director issued the Cease Trade Order because iTokk failed to
file:
(a) interim financial statements for the period ended March 31, 2010, as
required under Part 4 of National Instrument 51-102 Continuous
Disclosure Obligations (NI 51-102), and
(b) a Form 51-102F1 Management’s Discussion and Analysis for the period
ended March 31, 2010, as required under Part 5 of NI 51-102.
9. iTokk seeks a partial revocation order (this Partial Revocation Order) to allow
it to complete a non-brokered private placement of Common Shares (or debt
securities that are convertible into Common Shares) for aggregate gross
proceeds of up to US $250,000 (the Private Placement).
10. The Private Placement will be conducted on a prospectus exempt basis with
subscribers who are accredited investors under National Instrument 45-106
who are resident outside of Canada.
11. iTokk seeks to conduct the Private Placement to enable it to raise sufficient
funds to prepare and file all outstanding continuous disclosure records with
the British Columbia Securities Commission (the BCSC) and the US
Securities and Exchange Commission.
12. iTokk intends to allocate the proceeds of the Private Placement as follows (all
amounts are indicated in US Dollars):
a. Legal fees $100,000
b. Accounting and audit fees $ 68,000
c. Filing of material, including penalties, for both partial
and full revocation orders $ 15,000
d. Working capital:
Office rent and expenses $ 15,000
Website and IT $ 10,000
Printing and supplies $ 2,000
Travel $ 15,000
Partial payments of accounts payable, accrued
liabilities, and loans payable$ 13,000
Miscellaneous $ 12,000
Total expenses $250,000
13. Before completing the Private Placement, iTokk will:
(a) provide each investor in the Private Placement with a copy of the Cease
Trade Order;
(b) provide each investor in the Private Placement with a copy of this Partial
Revocation Order; and
(c) obtain and, upon receipt, provide to the BCSC signed and dated
acknowledgements from all investors in the Private Placement, which
clearly state that the issuance of a partial revocation order does not
guarantee the issuance of a full revocation order in the future.
14. iTokk intends to apply to the BCSC for a full revocation once it files all of its
outstanding continuous disclosure filings. iTokk believes that the proceeds of
the Private Placement will be sufficient to bring its continuous disclosure
obligations up to date and pay all related outstanding fees.
¶ 4 The Executive Director is satisfied that this Partial Revocation Order is not
prejudicial to the public interest.
¶ 5 The Executive Director orders under section 171 of the Act that the Cease Trade
Order be partially revoked solely to permit the completion of the Private Placement
(including acts in furtherance of trades in securities of iTokk that are necessary for,
and are in connection with the Private Placement).
¶ 6 October 16, 2014
Allan Lim, CPA, CA
Manager
Corporate Finance
