Exemption Orders (Discretionary)
LATELCO INTERNATIONAL, INC.
2001 BCSECCOM 514
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF LATELCO INTERNATIONAL, INC.
Exemption Order Under Section 91
[para 1]
WHEREAS LATelco International, Inc. has applied to the Executive Director for an order under section 91 of the SecuritiesAct, R.S.B.C. 1996, c. 418, extending the time required in sections 145(2)(a), 144(1) and 152 of the Securities Rules, B.C. Reg. 194/97 to file its annual financial statements for the financial year ended December 31, 2000 (the “Annual Financials”), the interim financial statements for the three months ended March 31, 2001 (the “Interim Financials”) and the quarterly reports (the “Quarterly Reports”) in respect of each of the Annual Financials and Interim Financials;
[para 2]
AND WHEREAS LATelco has represented to the Executive Director that:
1. LATelco is a corporation continued under the laws of the State of Wyoming, is a reporting issuer under the Act and is not in default of any requirement of the Act or the Rules;
2. as of May 17, 2001, LATelco’s authorized capital consisted of an unlimited number of common shares, of which 35,142,231 common shares are issued and outstanding;
3. the common shares of LATelco are listed on the Canadian Venture Exchange;
4. LATelco and its wholly-owned subsidiary LATelco, Inc. (a Texas corporation) (the “Subsidiary”) are insolvent and on April 20, 2001 filed for reorganization pursuant to Chapter 11 of the United States Bankruptcy Code; under the Chapter 11 reorganization, LATelco and the Subsidiary have the right, for a period of 120 days, to propose a Plan of Reorganization acceptable to their respective creditors, during which time any collection proceedings by such creditors must be suspended;
5. LATelco has been advised by its auditors that preparation of the Annual Financials under generally accepted accounting principles cannot be completed at this time, due to LATelco’s filing for reorganization under Chapter 11 of the Bankruptcy Code and the current state of uncertainty surrounding its financial situation;
6. LATelco is currently preparing a Plan of Reorganization and negotiating new financing including revised banking arrangements with its primary financial institution;
7. LATelco’s Annual Financials and Quarterly Report in respect thereof must be filed on or before May 20, 2001 and its Interim Financials and Quarterly Report in respect thereof must be filed on or before May 30, 2001;
8. if the Plan of Reorganization is approved and such financing negotiations are successful, LATelco will be able to continue its operations and will proceed towards the preparation and issuance of audited financial statements in respect of the financial year ended December 31, 2000 presented on a going concern basis;
9. an extension of the time for the filing of the Interim Financials will allow LATelco to reflect the results of any proposal to its creditors and new financing arrangements;
[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
[para 4]
IT IS ORDERED, under section 91 of the Act, that LATelco is exempt from:
1. the requirement contained in section 145(2)(a) of the Rules to file its Annual Financials within 140 days, provided LATelco files the Annual Financials by no later than June 29, 2001;
2. the requirement contained in section 144(1) of the Rules to file its Interim Financials within 60 days, provided that LATelco files the Interim Financials by no later than July 13, 2001;
3. the requirement contained in section 152 of the Rules to file its Quarterly Report in respect of the Annual Financials within 140 days and its Quarterly Report in respect of the Interim Financials within 60 days, provided that LATelco files the Quarterly Report for the period ended December 31, 2000 by no later than June 29, 2001 and the Quarterly Report for the period ended March 31, 2001 by no later than July 13, 2001.
[para 5]
DATED May 18, 2001.
Derek E. Patterson
Acting Director