Initial Decision Release No. 1318

Administrative Proceeding

File No. 3-18189

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

Creator Capital Ltd.

Initial Decision of Default

November 28, 2018

Appearance: James M. Carlson and Neil J. Welch, Jr., for the Division 

of Enforcement, Securities and Exchange Commission

Before: Cameron Elliot, Administrative Law Judge

SUMMARY

This initial decision revokes the registration of the registered securities 

of Respondent Creator Capital Ltd. due to its failure to timely file required 

periodic reports with the Securities and Exchange Commission.

INTRODUCTION

On September 19, 2017, the Commission issued an order instituting 

proceedings (OIP) pursuant to Section 12(j) of the Securities Exchange Act of 

1934. The OIP alleges that Respondent has a class of securities registered 

with the Commission pursuant to Exchange Act Section 12(g) and is 

delinquent in its periodic filings. 

A different administrative law judge was originally assigned to this 

proceeding and issued an initial decision of default against Respondent. 

Creator Capital Ltd., Initial Decision Release No. 1198, 2017 SEC LEXIS 

3394 (ALJ Oct. 25, 2017). The Commission vacated that decision following 

the Supreme Court’s decision in Lucia v. SEC, 138 S. Ct. 2044 (2018); see 

Pending Admin. Proc., Securities Act of 1933 Release No. 10536, 2018 SEC 

LEXIS 2058, at *2-3 (Aug. 22, 2018). The matter was then reassigned to me 

to provide Respondent with the opportunity for a new hearing. Pending 

Admin. Proc., Admin. Proc. Rulings Release No. 5955, 2018 SEC LEXIS 2264, 
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at *2-3 (ALJ Sept. 12, 2018). Respondent was allowed to submit a proposal 

for the conduct of further proceedings. Creator Capital Ltd., Admin. Proc. 

Rulings Release No. 5997, 2018 SEC LEXIS 2415, at *1 (ALJ Sept. 18, 2018). 

It did not submit a proposal. I have therefore proceeded under the 

Commission’s directive to not give weight to or otherwise presume the 

correctness of any prior opinions, orders, or rulings issued by the prior 

administrative law judge. Pending Admin. Proc., 2018 SEC LEXIS 2058, at 

*4.

Previously, I independently reviewed the evidence submitted by the 

Division and determined that Respondent was served with the OIP on

September 22, 2017. Creator Capital Ltd., Admin. Proc. Rulings Release 

No. 6278, 2018 SEC LEXIS 3041, at *1-2 (ALJ Nov. 1, 2018). Because 

Respondent failed to timely answer, I ordered it to show cause why the 

registration of its securities should not be revoked by default due to its failure 

to file an answer or otherwise defend this proceeding. Id. at *2-3. To date, 

Respondent has failed to answer, submit a proposal for the conduct of further 

proceedings, respond to the show cause order, or otherwise defend this 

proceeding.

FINDINGS OF FACT

Respondent is in default for failing to file an answer, file a proposal for 

the conduct of further proceedings, or otherwise defend the proceeding. See

OIP at 2-3; 17 C.F.R. §§ 201.155(a)(2), .220(f); Pending Admin. Proc., 2018 

SEC LEXIS 2058, at *4. Accordingly, as authorized by Rule of Practice 

155(a), 17 C.F.R. § 201.155(a), I find the following allegations in the OIP to be 

true.

Creator Capital Ltd., Central Index Key No. 882537 and ticker symbol 

CTORF, is a Bermuda corporation located in Hamilton Parish, Bermuda, 

with a class of securities registered with the Commission pursuant to 

Exchange Act Section 12(g). The company is delinquent in its periodic filings 

with the Commission, having not filed any annual reports since it filed a 

Form 20-F for the period ended December 31, 2012, which reported a net loss 

of $807,484 for the prior twelve months. As of September 12, 2017, the 

company’s stock was quoted on OTC Link, had four market makers, and was 

eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).

In addition to its repeated failures to file timely periodic reports, 

Respondent failed to heed delinquency letters sent to it by the Commission’s 

Division of Corporation Finance requesting compliance with its periodic filing 

obligations or, through its failure to maintain a valid address on file with the 

Commission as required by Commission rules, did not receive such letters.
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CONCLUSIONS OF LAW

Exchange Act Section 13(a) and the rules promulgated thereunder 

require issuers of securities registered pursuant to Exchange Act Section 12 

to file with the Commission current and accurate information in periodic 

reports. Specifically, Rule 13a-1 requires issuers to file annual reports, and 

Rule 13a-13 requires domestic issuers to file quarterly reports. See 17 C.F.R. 

§§ 240.13a-1, .13a-13. Compliance with these reporting requirements is 

mandatory. America’s Sports Voice, Inc., Exchange Act Release No. 55511, 

2007 SEC LEXIS 1241, at *12 (Mar. 22, 2007), recons. denied, Exchange Act 

Release No. 55867, 2007 SEC LEXIS 1239 (June 6, 2007). Scienter is not 

required to establish violations of Exchange Act Section 13(a) and Rules 13a1 and 13a-13. See SEC v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998); SEC 

v. Wills, 472 F. Supp. 1250, 1268 (D.D.C. 1978). Respondent failed to timely 

file annual reports. As a result, Respondent violated Exchange Act Section 

13(a) and Rule 13a-1.

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SANCTION

Under Exchange Act Section 12(j), the Commission is authorized, “as it 

deems necessary or appropriate for the protection of investors,” to revoke the

registration of a security or suspend its registration for a period not 

exceeding twelve months if it finds, after notice and an opportunity for 

hearing, that the issuer of the security has failed to comply with any 

provision of the Exchange Act or rules thereunder. In determining what 

sanctions will adequately protect investors, the Commission “consider[s], 

among other things, the seriousness of the issuer’s violations, the isolated or 

recurrent nature of the violations, the degree of culpability involved, the 

extent of the issuer’s efforts to remedy its past violations and ensure future 

compliance, and the credibility of its assurances, if any, against further 

violations.” Gateway Int’l Holdings, Inc., Exchange Act Release No. 53907, 

2006 SEC LEXIS 1288, at *19-20 (May 31, 2006).

Respondent’s failure to file required periodic reports is serious because 

the failure constitutes violations of a central provision of the Exchange Act. 

The purpose of periodic reporting is “to supply investors with current and 

accurate financial information about an issuer so that they may make sound 

[investment] decisions.” Gateway Int’l Holdings, Inc., 2006 SEC LEXIS 1288, 

at *26. The reporting requirements are the primary tool that Congress 

 

1 Respondent, a foreign private issuer of securities, is exempt from filing 

quarterly reports under Rule 13a-13. 17 C.F.R. § 240.13a-13(b)(2).
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“fashioned for the protection of investors from negligent, careless, and 

deliberate misrepresentations” in the sale of securities. Eagletech Commc’ns, 

Inc., Exchange Act Release No. 54095, 2006 SEC LEXIS 1534, at *12 (July 5, 

2006) (quoting SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 (1st Cir. 1977)). 

Respondent’s violations are also recurrent in that it repeatedly failed to file 

periodic reports. See Nature’s Sunshine Prods., Inc., Exchange Act Release 

No. 59268, 2009 SEC LEXIS 81, at *20 (Jan. 21, 2009) (failing to file seven 

required periodic reports due over a two-year period is recurrent); Impax 

Labs., Inc., Exchange Act Release No. 57864, 2008 SEC LEXIS 1197, at *25-

26 (May 23, 2008) (respondent’s failure to make eight filings over an 

eighteen-month period considered recurrent). Respondent is culpable 

because it knew or should have known about the reporting requirements. It

further failed to heed the delinquency letters sent to it by the Division of 

Corporation Finance. Even if Respondent did not receive such letters due to 

its failure to maintain a valid address on file with the Commission as 

required by Commission rules, the other factors weigh in favor of revocation,

and scienter is not necessary to establish grounds for revocation. See ChinaBiotics, Inc., Exchange Act Release No. 70800, 2013 SEC LEXIS 3451, at *37 

& n.60 (Nov. 4, 2013). In any event, there is no indication that its violations

were inadvertent or accidental. Id. Finally, Respondent has not answered 

the OIP, submitted a proposal for the further conduct of this proceeding, 

responded to the show cause order, or otherwise participated in the 

proceeding to address whether it has made any efforts to remedy its past 

violations, and has made no assurances against further violations.

Considering these delinquencies, it is necessary and appropriate for the 

protection of investors to revoke the registration of each class of Respondent’s

registered securities.

ORDER

It is ORDERED that, pursuant to Section 12(j) of the Securities 

Exchange Act of 1934, the registrations of each class of registered securities 

of Respondent Creator Capital Ltd. are hereby REVOKED.2

This initial decision shall become effective in accordance with and 

subject to the provisions of Rule 360, 17 C.F.R. § 201.360. Pursuant to that 

rule, a party may file a petition for review of this initial decision within 

 

2 This order applies to all classes of Respondent’s securities registered 

under Section 12 of the Exchange Act, whether or not such securities are 

specifically identified by ticker symbol or otherwise in this initial decision.
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twenty-one days after service of the initial decision. A party may also file a 

motion to correct a manifest error of fact within ten days of the initial 

decision, pursuant to Rule 111, 17 C.F.R. § 201.111(h). If a motion to correct 

a manifest error of fact is filed by a party, then any party shall have twentyone days to file a petition for review from the date of the undersigned’s order 

resolving such motion to correct a manifest error of fact.

Also pursuant to Rule 360, this initial decision will not become final until 

the Commission enters an order of finality. 17 C.F.R. § 201.360(d). The 

Commission will enter an order of finality unless a party files a petition for 

review or a motion to correct a manifest error of fact or the Commission 

determines on its own initiative to review the initial decision as to a party. 

Id. If any of these events occur, the initial decision shall not become final as 

to that party. Id.

A respondent may move to set aside a default. Rule 155(b) permits the 

Commission, at any time, to set aside a default for good cause, to prevent 

injustice and on such conditions as may be appropriate. 17 C.F.R. 

§ 201.155(b). A motion to set aside a default shall be made within a 

reasonable time, state the reasons for the failure to appear or defend, and 

specify the nature of the proposed defense in the proceeding. Id.

_______________________________

Cameron Elliot

Administrative Law Judge