2010 BCSECCOM 582
Cease Trade Order
Itokk, Inc.
Section 164 of the Securities Act, R.S.B.C. 1996, c. 418
¶ 1 Itokk, Inc. (Itokk) is an OTC reporting issuer under BC Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets (BCI 51-509).
¶ 2 Itokk has not filed:
- 1. a business acquisition report disclosing the acquisition of Horizon Trust, as required under Part 8 of National Instrument 51-502 Continuous Disclosure Obligations (NI 51-102) and section 5(b) of BCI 51-509,
2. the amendments to its articles of incorporation, constating documents or other documents effecting the rights of security holders not previously filed, including documents related to:
- (a) the increase in its authorized capital from 200,000,000 shares of common stock with par value 0.001 per share to 2,900,000,000 shares of common stock with par value 0.0001 per share, and from 1,000,000 preferred shares with par value 0.001 per share to 100,000,000 preferred shares with par value 0.0001 per share
(b) the rights and restrictions attached to Itokk’s series A preferred shares, series B preferred shares, and series C preferred shares,
(c) re-domiciling Itokk from Nevada to Wyoming, and
- (d) the increase in its authorized capital to 50,000,000,000 shares of common stock and the change in par value of its shares from 0.0001 to 0.0000001 per share,
as required under section 12.1 of NI 51-102 and section 5(b) of BCI 51-509,
- 3. the following material contracts:
- (a) the share exchange agreement with Horizon Trust, and
- (b) the agreement with Horizon Trust to provide executive and corporate communications services to Itokk, and
- 4. Form 45-106F1 Report of Exempt Distribution for the following distributions:
- (a) 2,400,000,000 shares of common stock and 12,000,000 series B preferred shares in consideration for the shares of Horizon Trust,
(b) series B preferred shares for proceeds of approximately $366,500, and
- (c) 400,000,000 “free-trading” shares of common stock on May 12, 2010
as required under section 6.1 of National Instrument 45-106 Prospectus and Registration Exemptions
(the required records).
¶ 3 Under section 164(1) of the Act, the Executive Director orders that all trading in the securities of Itokk cease until:
- 1. it files the required records, completed in accordance with the Act and the regulations, and
2. the Executive Director makes an order under section 171 of the Act revoking this order.
¶ 4 October 8, 2010
John Porges
Manager
Corporate Finance