SEC News Digest

COMMISSION ANNOUNCEMENTS

Securities and Exchange Commission Suspends Trading in Three 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 July 2, 2008, and terminating at 11:59 p.m. EDT on July 16, 2008.

• WarpRadio.com, Inc. (WRPR)
• Wireless Frontier Internet, Inc. (WFRI)
• World Associates, Inc. (WAIV)

The Commission temporarily suspended trading in the securities of these three 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 three 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 these companies.

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 these companies that have 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. 34-58078)

SEC Announces Panelists and Agenda for July 9 Roundtable on Fair Value Accounting Standards

The Securities and Exchange Commission today announced the panelists and agenda for its July 9 roundtable on fair value accounting and auditing standards.

SEC Chairman Christopher Cox will begin the roundtable with opening remarks at 9 a.m. ET. The roundtable will be organized into two panels. The first panel will focus on fair value accounting issues from the perspective of larger financial institutions and the needs of their investors. The second panel will discuss these issues from the perspective of all public companies, including small public companies, and the needs of their investors.

The following panelists are scheduled to participate and discuss topics related to the benefits and potential challenges associated with existing fair value accounting and auditing standards.

9:15 a.m. - Panel One: Large Financial Institutions

• Jane B. Adams, Maverick Capital
• Russell B. Mallett, III, PricewaterhouseCoopers LLP
• Kathy Petroni, Michigan State University
• Joseph Price, Bank of America Corporation
• Kurt N. Schacht, CFA Institute Centre for Financial Market Integrity
• Matthew Schroeder, The Goldman Sachs Group, Inc.
• James S. Tisch, Loews Corporation

11 a.m. - Panel Two: All Public Companies

• Leonard W. Cotton, Centerline Capital Group
• Sam Gutterman, PricewaterhouseCoopers LLP
• Charles Holm, Federal Reserve Bank
• Gary R. Kabureck, Xerox Corporation
• Kenneth B. Robins, Fidelity Investments - Equity and High Income Funds
• R. Harold Schroeder, Carlson Capital
• Wes Williams, Crowe Chizek and Company LLC
• John B. Wojcik, Bank of the West

In addition, the following individuals are scheduled to participate in both panel discussions as observers:

• Thomas J. Linsmeier, Financial Accounting Standards Board
• James J Leisenring, International Accounting Standards Board
• Mark W. Olson, Public Company Accounting Oversight Board

The roundtable will take place on July 9, 2008, from 9 a.m. to approximately 12:30 p.m. ET at the SEC's headquarters, 100 F Street N.E., Washington D.C. The roundtable will be open to the public with seating on a first-come, first-serve basis. Doors will open at 8:30 a.m. ET. Visitors will be subject to security checks.

Real-time audio and video webcasts will be available on the SEC Web site at www.sec.gov.

For additional information, please contact John Heine in the SEC's Office of Public Affairs at 202-551-4123. (Press Rel. 2008-130)

SEC's Jacob Stillman Earns Prestigious Award for Outstanding Government Attorneys

The Securities and Exchange Commission announced today that Jacob H. Stillman, the SEC's Solicitor, has been selected to receive the Federal Bar Association's 48th Annual Justice Tom C. Clark Award for Outstanding Government Attorney.

Mr. Stillman joined the SEC in 1962 as a staff attorney in the Office of the General Counsel. He has since held various positions of increasing responsibility in that office. As Solicitor, a position that he has held since 1999, Mr. Stillman supervises the Commission's appellate litigation staff. Among his other responsibilities, Mr. Stillman represents the Commission in cases heard before courts of appeals and (in conjunction with the Solicitor General) before the U.S. Supreme Court.

"Jake is truly deserving of this prestigious award. Just as he has endowed the SEC with his wisdom and expertise for so many years, now he is burnishing its reputation through his own achievements and the exceptional recognition that he has earned," said SEC Chairman Christopher Cox. "For nearly half a century, Jake has served the American people with great distinction - as a skilled advocate in the courts, a valued advisor to the Commission, and a leading contributor to the development of the federal securities laws. I am pleased to join my fellow Commissioners and all of the SEC staff in congratulating him for this outstanding honor."

Brian Cartwright, the SEC's General Counsel, added, "Jake Stillman is a living legend among securities lawyers, both inside and outside the Commission. His expertise and experience are unparalleled. Those of us who work beside Jake feel honored and humbled to be able to do so. No one could more truly deserve this high honor."

Before joining the SEC staff, Mr. Stillman clerked for Judge Harry E. Kalodner of the U.S. Court of Appeals for the Third Circuit, and served as an officer in the Judge Advocate General's Corps of the U.S. Army. Mr. Stillman graduated cum laude from Harvard Law School in 1958.

The Justice Tom C. Clark Award recognizes the outstanding accomplishments by lawyers during their service in the federal government or District of Columbia government. The award bears the name of Justice Tom C. Clark, a former Federal Bar Association president and government attorney who served as U.S. Attorney General and later as a Supreme Court justice.

Mr. Stillman joins four former SEC lawyers who also have received the Justice Tom C. Clark Award: Philip A. Loomis, Jr., Paul Gonson, William R. McLucas, and Stanley Sporkin. (Press Rel. 2008-131)

Commission Meetings

Closed Meeting - July 10, 2008 - 2:00 p.m.

The subject matter of the closed meeting scheduled for July 10, 2008, will be: formal orders of investigation; institution and settlement of injunctive actions; institution and settlement of administrative proceedings of an enforcement nature; amicus consideration; and other matters related to enforcement proceedings.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551-5400.

RULES AND RELATED MATTERS

SEC Proposes Rule to Require Electronic Filing of Transfer Agent Forms

The Commission published for comment a proposed rule to amend various rules and forms under the Securities Exchange Act of 1934 (Exchange Act) that rely on ratings by nationally recognized statistical rating organizations (NRSROs). The proposed amendments are designed to address concerns that the reference to NRSRO ratings in Commission rules and forms may have contributed to an undue reliance on NRSRO ratings by market participants. The proposed rule is one of three releases that the Commission published simultaneously relating to the use in its rules and forms of credit ratings issued by NRSROs. Publication of the proposal is expected in the Federal Register during the week of July 7. (Rel. 34-58070; File No. S7-17-08)

ENFORCEMENT PROCEEDINGS

Commission Sustains Disciplinary Action Against Douglas J. Toth

The Commission has sustained NASD disciplinary action against Douglas J. Toth, a former registered representative of Bedminster Financial Group, Ltd. (Bedminster), an NASD member. The Commission also sustained NASD's decision to suspend Toth in all capacities for one year.

The Commission upheld NASD findings that Toth, in violation of NASD Rules, caused Bedminster to file an inaccurate Form U4 on his behalf by failing to disclose to the firm, when it hired him or anytime after, that a state securities fraud action was pending against him. In sustaining NASD's sanction upon Toth, the Commission underscored the importance of Form U4 to the regulatory process. The Commission found that Toth's failure to disclose the securities fraud action "deprived his firm from considering all material information in its determination of whether or under what circumstances to allow Toth to become registered with the firm." According to the Commission, "[s]uspending Toth for one year serves the public interest by impressing upon him and other applicants for registration the importance of disclosing such significant information and makes recurrence less likely." (Rel. 34-58074; File No. 3-12739)

Commission Sustains in Part and Sets Aside in Part FINRA Disciplinary Action Against Wanda P. Sears

The Commission has sustained in part and set aside in part FINRA disciplinary action against Wanda P. Sears, a former general securities representative of American Express Financial Advisors, Inc. FINRA found that Sears violated NASD Conduct Rule 2110 by making twenty unauthorized trades in customer accounts and Rules 3030 and 2110 by preparing clients' tax returns for compensation without providing American Express Financial Advisors prompt written notice of this activity. FINRA suspended Sears for two years for the unauthorized trading and suspended Sears for six months for the undisclosed outside business activity.

The Commission sustained FINRA's findings of unauthorized trading with respect to two trades in the accounts of customers who testified at the hearing before FINRA. The Commission set aside FINRA's findings of unauthorized trading with respect to the other eighteen trades in the accounts of customers who did not testify. Under the circumstances, the Commission remanded the proceeding to FINRA so that it had the opportunity to assess appropriate sanctions on the basis of the unauthorized trading violations that the Commission sustained.

The Commission sustained FINRA's findings of undisclosed outside business activity. The Commission found that the record established that Sears prepared tax returns for her clients for compensation and did not provide American Express Financial Advisers with written notice of this activity as required by Rule 3030. The Commission sustained the six-month suspension. (Rel. 34-58075; File No. 3-12881)

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

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

• WarpRadio.com, Inc. (WRPR)
• Wellness America Online, Inc. (n/k/a General Ventures, Inc.) (GVSI)
• Wireless Frontier Internet, Inc. (WFRI)
• World Associates, Inc. (WAIV)

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

In this proceeding, 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 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 suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-58077; File No. 3-13086)

In the Matter of National Manufacturing Technologies, Inc.

An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default (Default Order) in the matter of National Manufacturing Technologies, Inc. The Order Instituting Proceedings alleged that National Manufacturing Technologies, Inc., Natural Solutions Corp., Natural Wonders, Inc., Net Nanny Software International, Inc., Netcentives, Inc., and Netcruise.com, Inc., each failed repeatedly to file required annual and quarterly reports while their securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true and revokes the registrations of each class of registered securities of National Manufacturing Technologies, Inc., Natural Solutions Corp., Natural Wonders, Inc., Net Nanny Software International, Inc., Netcentives, Inc., and Netcruise.com, Inc., pursuant to Section 12(j) of the Securities Exchange Act of 1934. (Rel. 34-58080; File No. 3-13036)

SELF-REGULATORY ORGANIZATIONS

Immediate Effectiveness of Proposed Rule Change

The Depository Trust Company filed a proposed rule change (SR-DTC-2008-04) under Section 19(b)(1) of the Exchange Act, which proposed rule change became effective upon filing, to establish an alternate choice in DTC Surety Providers. Publication is expected in the Federal Register during the week of July 7. (Rel. 34-58042)

Approval of Proposed Rule Change

The Commission granted approval to a proposed rule change (SR-DTC-2007-12) filed by The Depository Trust Company under Section 19(b)(1) of the Securities Exchange Act of 1934 which would allow DTC to open an omnibus account at Euroclear Bank in order to facilitate the repositioning of inventory between European markets and U.S. markets for securities listed in multiple marketplaces. Publication is expected in the Federal Register during the week of July 7. (Rel. 34-58055)

Accelerated Approval of Proposed Rule Changes

The Commission noticed Amendment No. 2 to a proposed rule change (SR-NYSEArca-2008-32) submitted pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 by NYSE Arca relating to the Minor Rule Plan and granted accelerated approval to the proposed rule change as modified by Amendment No. 2. Publication is expected in the Federal Register during the week of July 7. (Rel. 34-58066)

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