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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2008-77
April 21, 2008

COMMISSION ANNOUNCEMENTS

Securities and Exchange Commission Suspends Trading in Nine Issuers for Failure to Make Required Periodic Filings

The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on April 21, 2008 and terminating at 11:59 p.m. EDT on May 2, 2008.

  • Advanced Precision Technology, Inc. (n/k/a Exact Identification Corp.) (EXCT)
  • Alta Gold Co. (ATGDQ)
  • Decisionlink, Inc. (DLNKQ)
  • Dover Petroleum Corp. (DVPC)
  • Enviro Energy Corp. (ENGY)
  • Languageware.net Co. Ltd. (LWNTF)
  • Playstar Wyoming Holding Corp. (n/k/a Playstar Corp.) (PLYCF)
  • Uncle B's Bakery, Inc. (n/k/a Ise Blu Equity Corp.) (ISBL)
  • Wavo Corp. (WAVO)

The Commission temporarily suspended trading in the securities of these nine issuers due to a lack of current and accurate information about the companies because they have not filed periodic reports with the Commission in over two years. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by this company.

Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject company unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of this company that has been subject to a trading suspension until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.

If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Branch of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-57691)


Chairman Cox to Testify

Chairman Christopher Cox will testify before the Senate Committee on Banking, Housing and Urban Affairs on Tuesday, April 22, 2008, concerning "Turmoil in the U.S. Credit Markets: The Role of the Credit Rating Agencies". The hearing will be held in Room 538 of the Dirksen Senate Office Building at 10:00 a.m.


Mike Halloran, Deputy Chief of Staff and Counselor to the Chairman, to Leave SEC

The Commission announced today that Michael J. Halloran, Counselor to the Chairman and Deputy Chief of Staff, will leave the agency in May, with plans to return to the private sector.

"Mike has had an enormous impact during his time at the agency, and will leave behind a substantial legacy of accomplishments," said SEC Chairman Christopher Cox. "He has served with distinction, and all of us who worked with him at the agency are grateful for his leadership, his commitment to public service, and for the opportunity to work with him."

Since coming to the SEC in 2006, Mr. Halloran, 66, assisted in the Commission's management and advised its efforts to promote investor protection, healthy and fair markets, and capital formation. In particular, he played a key role as the Commission strengthened the investor protections under Section 404 of the Sarbanes-Oxley Act while reducing unnecessary costs, especially for smaller companies, through the adoption of Management Guidance on its internal controls assessment and of Public Company Oversight Board Audit Standard No. 5 to replace the prior Audit Standard No. 2 on the internal controls audit.

Mr. Halloran also had a leadership role in the drafting and adoption of the SEC's first-ever rules under the Credit Rating Agency Reform Act, several rules to implement the recommendations of the SEC's Advisory Committee on Smaller Public Companies, proposals on director nomination access, Investment Advisor Act rules related to private equity fund advisors, and the Commission's new online PAUSE alert program targeting online boiler room operations. He also helped establish the Commission's Advisory Committee on Improvements in Financial Reporting and worked on several accounting initiatives such as the elimination of reconciliation for companies which report using the International Financial Reporting Standard and municipal disclosure and accounting.

"I sincerely thank the Chairman for the opportunity to work on behalf of investors," Mr. Halloran said. "During my time at the agency, I have been humbled to serve with the talented and capable staff of the agency. With continued strong leadership from Chairman Cox, I know that the Commission will remain faithful to its mission to serve as the investor's advocate."

Prior to joining the SEC's staff, Mr. Halloran had a 32-year career at the law firm of Pillsbury Winthrop Shaw Pittman LLP, where he became Senior Partner of the Corporate and Securities worldwide practice group. He also served, for seven years, as Group Executive Vice President and General Counsel for BankAmerica Corporation, and was the company's chief worldwide legal officer. Mr. Halloran is the lead author and editor of Venture Capital and Public Offering Negotiation, a leading text on formation of venture capital funds, making venture investments, and taking companies public.

Mr. Halloran earned his LL.B. from Boalt Hall School of Law at the University of California, Berkeley in 1965, and a B.S. in mechanical engineering from U.C. Berkeley in 1962. He is a past chair of several American Bar Association committees relating to securities and corporate matters. (Press Rel. 2008-62)


ENFORCEMENT PROCEEDINGS

Commission Revokes Registration of Securities of Achieva Development Corp. for Failure to Make Required Periodic Filings

On April 21, the Commission revoked the registration of each class of registered securities of Achieva Development Corp. (Achieva) for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the order, except as to jurisdiction, which it admitted, Achieva consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to AdPads, Inc. finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-16 thereunder and revoking the registration of each class of Achieva's securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against Achieva in In the Matter of Achieva Development Corp., et al., Administrative Proceeding File No. 3-13002.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .

For further information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of Achieva Development Corp., et al., Administrative Proceeding File No. 3-13002, Exchange Act Release No. 57590 (April 1, 2008). (Rel. 34-57689; File No. 3-13002)


Commission Revokes Registration of Securities of Active Assets & Associates, Inc. for Failure to Make Required Periodic Filings

On April 21, the Commission revoked the registration of each class of registered securities of Active Assets & Associates, Inc. (Active Assets) for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the order, except as to jurisdiction, which it admitted, Achieva consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Active Assets & Associates, Inc. finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-16 thereunder and revoking the registration of each class of Active Assets' securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against Active Assets in In the Matter of Achieva Development Corp., et al., Administrative Proceeding File No. 3-13002.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .

For further information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of Achieva Development Corp., et al., Administrative Proceeding File No. 3-13002, Exchange Act Release No. 57590 (April 1, 2008). (Rel. 34-57690; File No. 3-13002)


Commission Orders Hearings on Registration Suspension or Revocation Against Eleven Companies for Failure to Make Required Periodic Filings

In conjunction with this trading suspension, the Commission today also instituted three separate public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of eleven companies for failure to make required periodic filings with the Commission:

In the Matter of Advanced Precision Technology, Inc. (n/k/a Exact Identification Corp.), et al., Administrative Proceeding File No. 3-13014

  • Advanced Precision Technology, Inc. (n/k/a Exact Identification Corp.) (EXCT)
  • Alta Gold Co. (ATGDQ)
  • Decisionlink, Inc. (DLNKQ)
  • Enviro Energy Corp. (ENGY)
  • Wavo Corp. (WAVO)

In the Matter of Dover Petroleum Corp., et al., Administrative Proceeding File No. 3-13015

  • Dover Petroleum Corp. (DVPC)
  • Paradigm Advanced Technologies, Inc. (PRAV)
  • Playstar Wyoming Holding Corp.

In the Matter of Empyrean Bioscience, Inc., et al., Administrative Proceeding File No. 3-13016

  • Empyrean Bioscience, Inc. (EMDG)
  • Languageware.net Co. Ltd. (LWNTF)
  • Uncle B's Bakery, Inc.

In each Order, the Division of Enforcement (Division) alleges that the respective respondents are delinquent in their required periodic filings with the Commission.

In each of these proceedings, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 or 13a-16 thereunder, are true. The judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of the securities of these respondents should be revoked, or in the alternative, suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in each proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-57692)


Commission Institutes Administrative Proceedings Against Clarence Friend, Principal Officer and Major Shareholder of Airtrac, Inc.

On April 21, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act) (the Order) against Clarence Friend, an individual residing in Orange County, California (Friend) who served as principal officer, founder and majority shareholder of AirTrac, Inc. (AirTrac) a Nevada corporation based in Irvine, California. The Order was based on the entry of a judgment of permanent injunction by a U.S. District Court against Friend and AirTrac in a civil action entitled: SEC v. AirTrac, Inc., et al., Civil Action No. SACV 07-0582 JVS (RNBx) filed in the U.S. District Court for the Central District of California (Southern Division)

The Division of Enforcement alleges in the Order that on April 2, 2008, the U.S. District Court entered a Final Judgment of Permanent Injunction, Disgorgement, Prejudgment Interest and Civil Penalties which enjoined AirTrac and Friend from future violations of Section 5 and 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. The Court also enjoined Friend from future violations of Section 15(a) of the Exchange Act. The Court awarded equitable disgorgement, prejudgment interest and civil penalties against Friend and AirTrac.

According to the Order Instituting Proceedings, the District Court found that between January 2004 and April 2005, the defendants offered and sold AirTrac stock and raised nearly $1.8 million from over 200 investors nationwide and that the company failed to register the securities with the Commission.

The district court granted the Commission's Motion for Summary Judgment against both AirTrac and Friend and found that the sales of AirTrac stock were unregistered and that no applicable exemption from registration was available for their sale. The Court also found that AirTrac and Friend made three separate false misrepresentations to AirTrac investors. First, defendants falsely represented that Airtrac was only weeks away from conducting an Initial Public Offering (IPO) or public listing on NASDAQ. Second, the defendants falsely told investors that the company was on the verge of very lucrative contracts with several major telecommunications companies. Third, AirTrac and Friend misrepresented to investors the use of proceeds raised from investors. The Court found that each of these misrepresentations was material. The Court also found that Defendant Friend had acted as an unregistered broker in selling the AirTrac stock.

A hearing will be scheduled before an Administrative Law Judge to determine whether the Division's allegations in the Order are true, to provide respondent an opportunity to dispute the allegations, and to determine what sanctions, if any, are appropriate and in the public interest. The Commission directed that an administrative law judge issue an initial decision in this matter within 210 days from the date of service of the Order pursuant to Rule 360(a)(2) of the Commission's Rules of Practice. For further information see LR-19741A). (Rel. 34-57694; File No. 3-13017)


SELF-REGULATORY ORGANIZATIONS

Proposed Rule Changes

The Commission issued notice of filing of a proposed rule change (SR-FINRA-2008-011) filed by the Financial Industry Regulatory Authority to amend the trade reporting structure and require submission of non-tape reports to identify other members for agency and riskless principal transactions. Publication is expected in the Federal Register during the week of April 21. (Rel. 34-57681)

The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx-2008-27) relating to access to XLE, Phlx's electronic equity trading system, on Phlx's Options Floor. Publication is expected in the Federal Register during the week of April 21. (Rel. 34-57683)


Approval of Proposed Rule Change

The Commission granted approval of a proposed rule change (SR-CHX-2008-03) submitted by the Chicago Stock Exchange to amend rules relating to fingerprint-based background checks. Publication is expected in the Federal Register during the week of April 21. (Rel. 34-57684)


Immediate Effectiveness of Proposed Rule Changes

A proposed rule change (SR-NYSE-2008-29) filed by the New York Stock Exchange relating to NYSE Rule 92(c)(3) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of April 21. (Rel. 34-57682)

A proposed rule change by the Chicago Board Options Exchange to increase certain taker fees on the CBOE Stock Exchange (SR CBOE-2008-45) has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934 and Rule 19b-4(f)(2) thereunder. Publication is expected in the Federal Register during the week of April 21. (Rel. 34-57679)

A proposed rule change as modified by Amendment No. 1 thereto (SR-NYSE-2008-30) filed by the New York Stock Exchange to amend Exchange Rule 13 (Definitions of Orders) to add a new order type to be known as a Reserve Order and to amend Exchange Rule 70 (Bids and Offers) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of April 21. (Rel. 34-57688)


SECURITIES ACT REGISTRATIONS


RECENT 8K FILINGS

 

http://www.sec.gov/news/digest/2008/dig042108.htm


Modified: 04/21/2008