The Securities Commission granted an order for an issuer, WOW Unlimited Media Inc., to cease being a reporting issuer. The decision was based on several key factors:
1. The issuer is not an OTC reporting issuer.
2. The securities of the issuer are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide.
3. No securities of the issuer are traded on any marketplace in Canada or internationally.
4. The issuer has not filed certain continuous disclosure documents but is otherwise not in default of securities legislation.
The order was made under the authority of section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The issuer had previously entered into an arrangement agreement resulting in all outstanding shares being acquired by a subsidiary of Genius Brands International, Inc., and the shares were delisted from the TSX Venture Exchange.
Despite not filing the required annual financial statements, management’s discussion & analysis, and related certificates on time, the issuer was granted relief because the deadline for these filings fell after the completion of the arrangement agreement. The issuer would have been eligible for the simplified procedure under National Policy 11-206 if not for the missed filings.
The decision was made by the British Columbia Securities Commission, which acted as the principal regulator, and was also representative of the decision by the securities regulatory authority in Ontario. The issuer was also relying on Multilateral Instrument 11-102 Passport System in Alberta and Quebec.