BCSC Partial Revocation Order

Citation: 2019 BCSECCOM 87

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 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 applied to the Executive Director under National Policy 12-202 Revocation of Certain Cease Trade Orders for an order under section 171 of the Act for a partial revocation of the Cease Trade Order to permit certain trades of its securities as described below.

¶ 3 iTokk represented to the Executive Director that:

1. iTokk was incorporated under the laws of Nevada on September 19, 2003, and was re-domiciled as a Wyoming company on August 13, 2010.

2. iTokk's registered office is located in Cheyenne, Wyoming. iTokk's head office is located in Vancouver, British Columbia.

3. iTokk is a reporting issuer in the province of British Columbia, and is not a reporting issuer or the equivalent in any other jurisdiction in Canada.

4. iTokk's president and sole director, Kevin Penstock, is a resident of British Columbia.

5. iTokk's issued and authorized share capital is currently as follows:

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 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. iTokk will rely on the exemption under section 2.3 of National Instrument 45 106 Prospectus Exemptions (NI 45-106)

11. iTokk intends to allocate the proceeds from the Private Placement as follows (all amounts are indicated in US Dollars):

12. iTokk intends to file an application for a full revocation of the Cease Trade Order after it brings all continuous disclosure filings current.

13. As the Private Placement would involve a trade of securities and acts in furtherance of a trade of securities, the Private Placement could not be completed without a partial revocation of the Cease Trade Order.

¶ 4 Before completing the Private Placement, iTokk will:

1. provide each investor in the Private Placement with a copy of the Cease Trade Order;

2. provide each investor in the Private Placement with a copy of this Partial Revocation Order; and

3. obatain and, upon receipt, provide to the British Columbia Securities Commission 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.

¶ 5 The Executive Director is satisfied that it is not prejudicial to the public interest to permit iTokk to complete the Private Placement.

¶ 6 Under section 171 of the Act, the Executive Director partially revokes the Cease Trade Order to permit the completion of the Private Placement.

¶ 7 March 7, 2019

Allan Lim, CPA, CA
Manager
Corporate Finance

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