Temporary Suspension of Trading in the Securities of Sunrise Solar Corporation
The Securities and Exchange Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the Exchange Act), of trading of the securities of Sunrise Solar Corporation (Sunrise), of San Antonio, Texas at 9:30 a.m. EDT on June 5, 2009, and terminating at 11:59 p.m. EDT on June 18, 2009.
The Commission temporarily suspended trading in the securities of Sunrise because of questions that have been raised about the accuracy and adequacy of publicly disseminated information concerning, among other things, Sunrise's business prospects and agreements.
The Commission cautions broker 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 the company.
Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not it has complied with the rule, it should not enter any quotation but immediately contact the staff in the Division of Trading and Markets, Office of Interpretation and Guidance, at (202) 551-5777. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, it should refrain from entering quotations relating to Sunrise's securities until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. If any broker or dealer enters any quotation that 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 that may relate to this matter, they should contact Stephen Korotash (firstname.lastname@example.org) or Eric R. Werner (email@example.com), at the Fort Worth Regional Office of the Securities and Exchange Commission at (817) 978-3821. (Rel. 34-60050)
Closed Meeting - Thursday, June 11, 2009 - 2:00 p.m.
The subject matter of the Closed Meeting scheduled for Thursday, June 11, 2009, will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; 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.
In the Matter of PowerCold Corporation
The Securities and Exchange Commission announced the revocation of the registration of the securities of PowerCold Corporation (PowerCold), of LaVernia, Texas, registered with the Commission pursuant to Section 12 of the Exchange Act, on June 5, 2009, pursuant to Section 12(j) of the Exchange Act.
In its Order revoking the registration of the securities of PowerCold Corporation registered with the Commission pursuant to Section 12 of the Exchange Act, the Commission found that PowerCold failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1, 13a-11, and 13a-13 thereunder, while its common stock was registered with the Commission, because it has not filed an Annual Report on Form 10-K since Sept. 7, 2006 or periodic or quarterly reports on Form 10-Q for any fiscal period subsequent to its fiscal quarter ending June 30, 2006.
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 the company.
Further, brokers and dealers should be alert to the fact that, 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 pursuant to the preceding sentence.
(Rel. 34-60051; File No. 3-13505)
In the Matter of Grayling R. Hofer
On June 5, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanction against Grayling R. Hofer (Order). The Order finds that on April 6, 2009, a final judgment was entered against Hofer, permanently enjoining him from future violations of Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1, and 13b2-2 thereunder, and aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder, in the civil action entitled SEC v. Grayling R. Hofer et al., Civil Action Number SA09CA0185-FB, in the United States District Court for the Western District of Texas. Hofer was also barred from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act for a period of five years.
The Commission's complaint alleged, among other things, that PowerCold engaged in a fraudulent scheme that resulted in the company filing materially false and misleading financial statements in the company's annual reports on Forms 10-K for the fiscal years ended Dec. 31, 2003 and 2004, and in the company's quarterly reports on Forms 10-Q for the first three quarters of fiscal years 2003, 2004, and 2005. The Complaint further alleged that Hofer engaged in a number of improper accounting practices that constituted a departure from generally accepted accounting principles. In addition, the complaint alleged that Hofer failed to disclose information in response to questions by PowerCold's independent auditors about certain of the company's fraudulent revenue recognition practices.
Based on the above, the Order suspends Hofer from appearing or practicing before the Commission as an accountant. Hofer consented to the issuance of the Order without admitting or denying the findings in the Order except as to the entry of the final judgment. (Rel. 34-60052; AAE Rel. 2985; File No. 3-13506)
Gordon Brent Pierce Sanctioned
Gordon Brent Pierce (Pierce), of Vancouver, British Columbia, Canada, has been ordered to cease and desist from committing or causing any violations or future violations of the registration and reporting provisions of the federal securities laws and to disgorge ill-gotten gains of $2,043,362.33, plus prejudgment interest. Pierce, a consultant to start-up companies, was sanctioned in connection with his sale of unregistered securities in Lexington Resources, Inc., a now bankrupt company that purported to be engaged in the acquisition and development of oil and gas properties in the United States. The sanctions were ordered after a hearing before an administrative law judge. (Initial Decision No. 379; File No. 3-13109)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by Financial Industry Regulatory Authority (SR-FINRA-2009-037) relating to amend NASD IM-2110-2 (Trading Ahead of Customer Limit Order) to clarify the scope of the minimum price improvement obligations has become immediately 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 June 1. (Rel. 34-60034)
A proposed rule change (SR-FINRA-2009-034) filed by the Financial Industry Regulatory Authority to extend FINRA's authority under its cease and desist pilot program and to make certain technical amendments 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 June 1. (Rel. 34-60035)
A proposed rule change, as modified by amendment No. 1 thereto, filed by the Chicago Board Options Exchange modifying the CBOE Stock Exchange Rule regarding processing of Round-Lot Orders (SR-CBOE-2009-032) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of June 1. (Rel. 34-60038)
A proposed rule change, as modified by Amendment No. 1 thereto, filed by the BATS Exchange to amend BATS Rule 11.13, entitled "Order Execution," (SR-BATS-2009-014) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of June 1. (Rel 34-60040)
A proposed rule change filed by The BATS Exchange related to fees for use of BATS (SR-BATS-2009-017) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of June 1. (Rel. 34-60041)
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