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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2011-126
June 30, 2011

Commission Announcements

SEC Suspends Trading in the Securities of Basin Water, Inc.

On June 30, 2011, the Securities and Exchange Commission ordered the temporary suspension of trading in the securities of Basin Water, Inc., commencing at 9:30 a.m. EDT on June 30, 2011, and terminating at 11:59 p.m. EDT on July 14, 2011.

The Commission ordered this trading suspension because of questions that have arisen regarding the accuracy and adequacy of publicly disseminated information concerning, among other things, Basin’s current financial condition because it has not filed a periodic report since the period ended March 31, 2009. Basin is quoted on the OTC Link operated by the OTC Markets Group, Inc. under the symbol “BWTRQ.”

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 Basin.

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) 551-5760. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, it should refrain from entering quotations relating to the securities of Basin 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.

The SEC’s Office of Investor Education and Advocacy has information for investors and members of the general public on topics directly related to this action by the SEC. See http://www.sec.gov/investor/antispaminitiative.htm for a compilation of helpful links. (Rel. 34-64775)

Enforcement Proceedings

In the Matter of Ahmad Haris Tajyar

On June 29, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings and Imposing Remedial Sanctions (Order) against Ahmad Haris Tajyar. The Order finds that Tajyar, age 34, operated Dionysus Capital, LP (Dionysus), an unregistered hedge fund, and controlled the hedge fund’s general partner, Dionysus Management, LLC, which acted as an investment adviser to Dionysus. The Order finds that on April 27, 2011, a judgment was entered by consent against Tajyar in SEC v. Ahmad Haris Tajyar, et al., (Civil Action Number CV 09-03988 JFW (PJWx)(C.D. CA), permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.

Based on the above, the Order bars Tajyar from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical ratings organization.  Tajyar consented to the issuance of the Order without admitting or denying any of the findings in the Order, except he admitted to the entry of the injunction. (Rel. IA-3228; File No. 3-14446)

In the Matter of LaBarge, Inc.

On June 30, 2011, the Commission brought charges against LaBarge, Inc. (LaBarge) for failing to implement and maintain adequate internal controls and books and records and for filing materially inaccurate period reports in 2006 and 2007.

According to the Commission’s Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order and a Penalty (Order), from January 2006 through March 2007, LaBarge failed to keep accurate books and records or implement and maintain sufficient internal controls regarding its use of estimates of completion costs for certain long-term production contracts. LaBarge used these estimates to determine its cost of sales and net earnings before income tax, which it disclosed in the periodic reports that it filed with the Commission. LaBarge’s internal controls lapses and deficient books and records resulted in it filing inaccurate periodic reports in 2006 and 2007 that overstated its net earnings before income tax for the second quarter of 2006 and the second quarter of 2007 by as much as 8%.

Based on the above, the Order finds that LaBarge violated Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, and 13a-13 thereunder. The Order requires LaBarge to cease and desist from committing or causing any violations and any future violations of these provisions and to pay a $200,000 civil penalty. LaBarge consented to the entry of the Order without admitting or denying the findings in the Order. (Rel. 34-64776; AAE Rel. 3297; File No. 3-14447)

In the Matter of Patrick L. Martin

On June 30, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, and Notice of Hearing against Patrick L. Martin (Martin). In the Order, the Division of Enforcement alleges that Martin was the chief manager of LandOak Securities, LLC (LandOak Securities), an investment adviser registered with the Commission, since April 2000. During the time in which he engaged in the conduct underlying the complaint described below, Martin was a registered representative of LandOak Securities, the registered broker-dealer. The Division also alleges that on March 29, 2011, a final judgment was entered by consent against Martin, permanently enjoining him from future violations of Sections 206(1), 206(2), 206(4), 207, and 204 of the Advisers Act and Rule 204-2 thereunder, in the civil action entitled Securities and Exchange Commission v. LandOak Securities, et al., Civil Action Number 3:08-cv-0209, in the United States District Court for the Eastern District of Tennessee. The Commission’s complaint alleged the following: Between July 1997 and July 1998, Martin sold investors approximately $3.6 million in promissory notes and membership interests in LandOak Mortgage, a Tennessee limited liability company. In July 2002, Martin and Atkins took $1,545,000 from LandOak Mortgage and diverted or loaned it to Tice Technologies, Inc. (Tice). Martin did not disclose to LandOak Mortgage’s investors, several of whom were advisory clients of LandOak Securities, that Martin had a conflict of interest because he was a director of Tice and owned a substantial stake in that company. Martin also failed to maintain certain books and records required of investment advisers registered with the Commission, and also made false statements and material omissions in LandOak Securities’ Form ADV and amendments filed with the Commission

A hearing before an administrative law judge will be scheduled to determine whether the allegations in the Order are true, to provide Martin an opportunity to respond to these allegations, and to determine what, if any, remedial action is appropriate in the public interest. The Order directed the Administrative Law Judge to issue an initial decision within 210 days from the date of service of the Order. (Rels. 34-64786; IA-3229; File No. 3-14448)

SEC Charges Company Officers and Penny Stock Promoters in Series of Kickback Schemes and Other Fraudulent Schemes

The Securities and Exchange Commission today charged five individuals and three microcap companies with securities fraud for their roles in various schemes featuring illicit kickbacks, a bribe, and the creation of a website to deliver e-mail blasts to potential investors.

The SEC worked closely with the U.S. Attorney’s Office for the Southern District of Florida and the Federal Bureau of Investigation as the separate schemes were uncovered through an FBI undercover operation. The operation was conducted in such a way that no investors suffered harm. 

According to the SEC’s complaints filed in U.S. District Court for the Southern District of Florida, most of the schemes involved the payment of kickbacks to a purportedly corrupt pension fund manager, in exchange for the fund’s purchase of restricted shares of stock in the various microcap companies. Another scheme involved a bribe that was to be paid to a purported corrupt stockbroker who agreed to use his ability to buy stock in his customers’ discretionary accounts to purchase a microcap company’s stock in the open market. What the insiders and promoters did not know was that the people with whom they arranged these illegal transactions were actually undercover FBI agents or confidential sources participating in an undercover operation. A final scheme involved a stock promoter who created a website to tout a penny stock company through a volley of e-mail blasts and who posted phony testimonials from fake investors. The defendants reside or are based in South Florida, California, Texas, and Nevada.

The SEC alleges that the company officers and a promoter in most of the schemes understood they needed to disguise the kickbacks as payments to phony consulting companies, which they knew would perform no actual work. They also knew the purported corrupt fund trustee would be violating his fiduciary duties to his clients by taking part in the kickbacks. In other instances, they knew that their illegal activities were meant to artificially inflate the companies’ stock price.

The complaints allege the defendants violated Section 17(a) of the Securities Act of 1933, and/or Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. The SEC is seeking: permanent injunctions and financial penalties against all the defendants; disgorgement plus prejudgment interest against the defendants who received ill-gotten gains; and penny stock bars against all the individual defendants. [SEC v. Brian Gibson, Civil Action No. 0:11-cv-61458-WPD (U.S. District Court for the Southern District of Florida); SEC v. Douglas Newton and Real American Brands, Inc., n/k/a Real American Capital Corp., Civil Action No. 0:11-cv-61455-WJZ (U.S. District Court for the Southern District of Florida); SEC v. Donald W. Klein and KCM Holdings Corp. Civil Action No. 0:11-cv-61457 (U.S. District Court for the Southern District of Florida); SEC v. Thomas Schroepfer a/k/a Thomas Schroepfer Baetsen, Charles Fuentes, and Smokefree Innotec, Inc., Civil Action No. 0:11-cv-61454 (U.S. District Court for the Southern District of Florida)] ( LR-22018)

SEC v. Edward A. Allen, David L. Olson, and A&O Investments, LLC

The Securities and Exchange Commission announced today that the U.S. Attorney’s Office for the Northern District of Ohio filed criminal charges against Edward A. Allen and David L. Olson, residents of Lakeland, Florida, accusing them of securities fraud, mail fraud, wire fraud, and conspiracy for their roles in a $14 million real estate investment fraud.

The criminal case includes many of the same allegations in a civil injunctive action previously filed by the Commission on May 20, 2010, in the United States District Court in Cleveland, Ohio against Allen, Olson, and A&O Investments, LLC (A&O). According to the Commission’s complaint, from approximately September 2005 through December 2008, Allen and Olson raised approximately $14.8 million from at least 100 investors through the offer and sale of promissory notes issued by A&O. The complaint alleges that Allen and Olson recruited promissory note investors from customers of Georgia-based registered broker-dealer World Group Securities, Inc., for which Allen and Olson were registered representatives, and through other means. The complaint alleges that Allen and Olson told investors that they would use the investors’ money to purchase, rehabilitate, and sell real estate. The complaint alleges that Allen and Olson’s representations about their use of offering proceeds, the collateral securing the investments, and the success of the investments were all false. According to the complaint, in reality Allen and Olson operated a Ponzi scheme by using approximately $4.4 million of investors’ funds to pay “interest” and, in some cases, principal to previous investors and spent only $5.1 million of the $14.8 million raised to purchase and rehabilitate real estate. The complaint further alleges that Allen and Olson used $2.2 million to pay personal expenses for themselves and their family members. According to the complaint, Allen and Olson also misrepresented and omitted to state material facts regarding the collateral securing the notes, in that as much as approximately $5.5 million worth of A&O promissory notes purportedly were secured by the same piece of property in Lakeland, Florida. This property’s value was grossly inadequate to secure the notes. The complaint charges Allen, Olson, and A&O with violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder.

On Nov.9, 2010, the Commission obtained a judgment against Defendants Olson and A&O, which includes permanent injunctions against future violations of the securities laws and orders them to pay disgorgement of $10,339,849, representing ill-gotten gains, and prejudgment interest of $736,631. On June 6, 2011, an administrative law judge issued an order pursuant to Section 15(b)(6) of the Exchange Act barring Olson from association with any broker, dealer, investment adviser, municipal securities dealer, or transfer agent, and from participating in any offering of penny stock. The Commission’s case against Allen is still pending. [SEC v. Edward A. Allen, David L. Olson, and A&O Investments, LLC, Case No. 1:10-cv-01143 (N.D. Ohio)] ( LR-22019)

Investment Company Act Releases

TIAA-CREF Life Insurance Company, et al.

An order has been issued approving an application filed by TIAA-CREF Life Insurance Company, TIAA-CREF Life Separate Account VA-1, and TIAA-CREF Life Separate Account VLI-1 (collectively, Applicants). The Applicants have been authorized under Section 26(c) of the Investment Company Act to substitute shares of a certain registered management investment company with shares of a certain other registered management investment company. (Rel. IC-29709 – June 28)

J.P. Morgan Securities LLC et al.

The Commission has issued a temporary order to J.P. Morgan Securities LLC et al. under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on June 29, 2011. The temporary order exempts J.P. Morgan Securities LLC; Bear Stearns Asset Management Inc.; Bear Stearns Health Innoventures Management, L.L.C., BSCGP Inc.; Constellation Growth Capital LLC; Constellation Ventures Management II, LLC ; Highbridge Capital Management, LLC; JF International Management Inc.; JPMorgan Asset Management (UK) Limited; JPMorgan Distribution Services, Inc.; J.P. Morgan Institutional Investments, Inc.; J.P. Morgan Investment Management Inc.; J.P. Morgan Latin America Management Company, LLC ; J.P. Morgan Partners, LLC; J.P. Morgan Private Investments Inc.; OEP Co-Investors Management II, Ltd.; OEP Co-Investors Management III, Ltd.; Security Capital Research & Management Incorporated; Sixty Wall Street GP Corporation; Sixty Wall Street Management Company, LLC; and Technology Coinvestors Management, LLC, and any other company of which J.P. Morgan Securities LLC is or hereafter becomes an affiliated person, from the provisions of Section 9(a) of the Act until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until July 25, 2011 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-29711 – June 29)

Self-Regulatory Organizations

Immediate Effectiveness of Proposed Rule Changes

A proposed rule change filed by NASDAQ OMX BX (SR-BX-2011-040) to amend the BOX Fee Schedule 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 July 4. (Rel. 34-64768)

A proposed rule change filed by NASDAQ OMX PHLX (SR-Phlx-2011-87) relating to listing and trading various Russell products 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 July 4. (Rel. 34-64770)

A proposed rule change filed by the Chicago Stock Exchange (SR-CHX-2011-14) concerning the CHX Connect service 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 July 4. (Rel. 34-64771)

Proposed Rule Change

National Securities Clearing Corporation filed a proposed rule change (SR-NSCC-2011-04) pursuant to Section 19(b)(1) of the Act that would amend NSCC’s rules relating to its incorporation of its Dividend Settlement Service and Funds Only Settlement Service into the Envelope Settlement Service, its discontinuance of its Data Distribution Boxes Service, and its changes to Envelope Settlement Service processing. Publication is expected in the Federal Register during the week of July 4. (Rel. 34-64769)

Securities Act Registrations

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.

S-3     Augme Technologies, Inc., 43 WEST 24TH STREET, SUITE 11B, NEW YORK, NY, 
        10010, 800-825-8135 - 0 ($75,000,000.00) Equity, (File 333-175191 - 
        Jun. 29) (BR. 11C)

S-8     Geeknet, Inc, 11216 WAPLES MILL RD.,, SUITE 100, FAIRFAX,, VA, 22030, 
        (877) 433-5638 - 200,000 ($4,994,000.00) Equity, (File 333-175192 - 
        Jun. 29) (BR. 02C)

S-8     Freescale Semiconductor Holdings I, Ltd., CLARENDON HOUSE, 
        2 CHURCH STREET, HAMILTON, D0, HM 11, 512-895-2000 - 
        0 ($541,858,079.00) Equity, (File 333-175194 - Jun. 29) (BR. 10B)

        AZ, 85004, 602 250 1000 - 0 ($52,320,000.00) Equity, (File 333-175195 - 
        Jun. 29) (BR. 02B)

S-8     OmniAmerican Bancorp, Inc., 1320 S. UNIVERSITY DRIVE, SUITE 900, 
        FORT WORTH, TX, 76107, (817) 367-4640 - 
        1,666,350 ($24,315,748.00) Equity, (File 333-175203 - Jun. 29) (BR. 07B)

S-8     Gordmans Stores, Inc., 12100 WEST CENTER ROAD, OMAHA, NE, 68144, 
        402-691-4000 - 0 ($41,851,788.00) Equity, (File 333-175204 - Jun. 29) 
        (BR. 09)

S-8     AMC Networks Inc., 11 PENN PLAZA, NEW YORK, NY, 10001, (212) 324-8500 - 
        5,165,000 ($183,254,200.00) Equity, (File 333-175206 - Jun. 29) 
        (BR. 11A)

        954-978-8401 - 2,000,000 ($1,800,000.00) Equity, (File 333-175207 - 
        Jun. 29) (BR. 11A)

        95110, 408 944 4000 - 193,596 ($621,444.00) Equity, (File 333-175208 - 
        Jun. 29) (BR. 03B)

S-1     Luca Technologies Inc, 500 Corporate Circle, Suite C, Golden, CO, 
        80401, 303-534-4344 - 0 ($125,000,000.00) Equity, (File 333-175211 - 
        Jun. 29) (BR. )

        92083, 760-732-5868 - 1,385,977 ($1,385,977.00) Equity, 
        (File 333-175212 - Jun. 29) (BR. )

        CALGARY ALBERTA T2P-3H7, A0, T2P 3L8, 0 ($152,340,699.00) Other, 
        (File 333-175213 - Jun. 29) (BR. 04C)

S-8     TF FINANCIAL CORP, 3 PENNS TRAIL, NEWTOWN, PA, 18940, 2155794000 - 
        36,000 ($772,200.00) Equity, (File 333-175214 - Jun. 29) (BR. 07A)

        NEW YORK, NY, 10003, 212-206-1216 - 0 ($7,115,937.48) Equity, 
        (File 333-175215 - Jun. 29) (BR. 11A)

        011 972-54-7909058 - 1,517,908 ($470,551.00) Equity, (File 333-175216 - 
        Jun. 29) (BR. 01B)

S-1     Lucky Boy Silver Corp., 5466 CANVASBACK RD., BLAINE, WA, 98230, 
        (360) 820-1142 - 0 ($3,994,768.00) Equity, (File 333-175217 - Jun. 29) 
        (BR. 04C)

        8032538875 - 0 ($2,327,500.00) Equity, (File 333-175218 - Jun. 29) 
        (BR. 07B)

S-4     PUGET ENERGY INC /WA, 10885 NE 4TH STREET, BELLEVUE, WA, 980045515, 
        4254546363 - 0 ($500,000,000.00) Equity, (File 333-175219 - Jun. 29) 
        (BR. 02B)

S-8     Kior Inc, 13001 BAY PARK ROAD, PASADENA, TX, 77507, 281-694-8700 - 
        0 ($181,874,258.00) Equity, (File 333-175220 - Jun. 29) (BR. 06B)

        ST. PETERSBURG, FL, 33704, 727-482-1505 - 
        36,000,000 ($162,000.00) Equity, (File 333-175221 - Jun. 29) (BR. 04B)

S-4     Guardians of Gold Inc., 4 KING STREET WEST, SUITE 1320, TORONTO, A6, 
        M5H 1BG, 800-313-6010 - 0 ($30,941.09) Equity, (File 333-175222 - 
        Jun. 29) (BR. 04)

        DC, 20037-1701, 2028280850 - 0 ($357,700,000.00) Equity, 
        (File 333-175223 - Jun. 29) (BR. 10A)

        2052683596 - 0 ($0.00) Other, (File 333-175224 - Jun. 29) (BR. 01A)

S-8     eLong, Inc., 10 JIU XIANQIAO MIDDLE ROAD,, 
        8610-58602288-126 - 3,000,000 ($25,469,504.00) Equity, 
        (File 333-175225 - Jun. 29) (BR. 05B)

        GA, 30512, 5818073041 - 0 ($403,999,858.60) Equity, (File 333-175226 - 
        Jun. 29) (BR. 07C)

        AR, 72201, 5013766477 - 54,166,684 ($10,833,337.00) Equity, 
        (File 333-175227 - Jun. 29) (BR. 06C)

        CA, 90210, (310) 551-4020 - 7,500,000 ($675,000.00) Equity, 
        (File 333-175228 - Jun. 29) (BR. 01B)

S-11    Avenue Capital Mortgage REIT Inc., 399 PARK AVENUE, NEW YORK, NY, 
        10022, (212) 878-3500 - 0 ($300,000,000.00) Equity, (File 333-175229 - 
        Jun. 29) (BR. )

        CHICAGO, IL, 60606-3415, 3126585000 - 0 ($48,403,592.00) Equity, 
        (File 333-175230 - Jun. 29) (BR. 08C)

        775-851-7397 - 900,000 ($18,000.00) Equity, (File 333-175231 - Jun. 29) 
        (BR. )

Recent 8K Filings

Form 8-K is used by companies to file current reports on the following events:


Entry into a Material Definitive Agreement


Termination of a Material Definitive Agreement


Bankruptcy or Receivership


Completion of Acquisition or Disposition of Assets


Results of Operations and Financial Condition


Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement


Cost Associated with Exit or Disposal Activities


Material Impairments


Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing


Unregistered Sales of Equity Securities


Material Modifications to Rights of Security Holders


Changes in Registrant's Certifying Accountant


Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review


Changes in Control of Registrant


Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer


Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


Temporary Suspension of Trading Under Registrant's Employee Benefit Plans


Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics


Change in Shell Company Status


ABS Informational and Computational Material.


Change of Servicer or Trustee.


Change in Credit Enhancement or Other External Support.


Failure to Make a Required Distribution.


Securities Act Updating Disclosure.


Regulation FD Disclosure


Other Events


Financial Statements and Exhibits

8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.

NAME OF ISSUER                          CODE     8K ITEM NO.          DATE        COMMENT

11 GOOD ENERGY INC                      DE       5.02,8.01            06/23/11

57th Street General Acquisition Corp    DE       8.01,9.01            06/29/11

ACCO BRANDS CORP                        DE       2.02,9.01            06/29/11

ACUITY BRANDS INC                       DE       2.02,8.01,9.01       06/24/11

ADCARE HEALTH SYSTEMS INC               OH       1.01,9.01            06/27/11

Adrenalina                              NV       4.01,9.01            06/16/11

ADVENTRX PHARMACEUTICALS INC            DE       4.01                 06/28/11

AE Biofuels, Inc.                                4.01,9.01            06/23/11

AETHLON MEDICAL INC                     NV       1.01,9.01            06/28/11

ALNYLAM PHARMACEUTICALS, INC.                    1.01,8.01,9.01       06/28/11

American Assets Trust, Inc.             MD       5.02,9.01            06/29/11

American Electric Technologies Inc      FL       8.01,9.01            06/27/11

AMERICAN GREETINGS CORP                 OH       2.02,5.02,5.07,7.01, 06/24/11
American Mining Corp                    NV       4.01,9.01            06/27/11

AMERICAN POST TENSION, INC.             DE       1.01                 06/24/11

AMERIGON INC                            MI       5.02,5.03,9.01       06/29/11

AMERITRANS CAPITAL CORP                 DE       5.02,5.07,9.01       06/23/11

Anacor Pharmaceuticals Inc              DE       8.01,9.01            06/27/11

ARUBA NETWORKS, INC.                    DE       5.02,9.01            06/25/11

ASHFORD HOSPITALITY TRUST INC           MD       7.01,9.01            06/29/11

ASTRO MED INC /NEW/                     RI       5.02,9.01            06/28/11

ATHENAHEALTH INC                        DE       1.01                 03/29/11

AtheroNova Inc.                         DE       5.07                 06/26/11

BANK OF AMERICA CORP /DE/               DE       2.06,8.01,9.01       06/28/11

BANKUNITED FINANCIAL CORP               FL       8.01,9.01            06/24/11

BERRY PLASTICS CORP                     DE       1.01,2.03,9.01       06/29/11

Bill The Butcher, Inc.                  NV       5.02                 06/29/11

BIOLASE TECHNOLOGY INC                  DE       1.01,3.02,7.01,9.01  06/24/11

BIOTIME INC                             CA       5.07                 06/23/11

BIOTIME INC                             CA       7.01,9.01            06/29/11

BJS WHOLESALE CLUB INC                  DE       8.01,9.01            06/28/11

BJS WHOLESALE CLUB INC                  DE       1.01,9.01            06/28/11

BLACK HILLS CORP /SD/                   SD       1.01,2.03,9.01       06/24/11

BNL FINANCIAL CORP                      IA       5.07                 06/27/11

BODY CENTRAL CORP                                5.02,9.01            06/29/11

BROOKS AUTOMATION INC                   DE       2.02,7.01,9.01       06/28/11

BSQUARE CORP /WA                        WA       1.01,9.01            06/29/11

BTHC XV, Inc.                           DE       2.01,2.02,3.02,4.01, 10/18/10    AMEND
CACI INTERNATIONAL INC /DE/             DE       2.02,7.01,9.01       06/29/11

CAMAC Energy Inc.                       DE       5.07,7.01,8.01,9.01  06/24/11

Casablanca Mining Ltd.                  NV       1.01,3.02,5.02,9.01  06/24/11

Castmor Resources Ltd                   NV       4.01,9.01            06/27/11

CELL THERAPEUTICS INC                   WA       2.02,7.01,9.01       06/29/11

CENTRAL EUROPEAN MEDIA ENTERPRISES LT            2.03,3.02            06/23/11

CEPHALON INC                            DE       7.01                 06/29/11

CERUS CORP                              DE       5.02,9.01            06/27/11

CHESAPEAKE MIDSTREAM PARTNERS LP        DE       7.01,9.01            06/29/11

CHESAPEAKE UTILITIES CORP               DE       2.03                 06/23/11

CHIMERA INVESTMENT CORP                 DE       5.07                 05/26/11    AMEND

China Chemical Corp.                    DE       7.01,9.01            06/22/11

China Direct Industries, Inc.           FL       7.01,9.01            06/29/11

CHINA JO-JO DRUGSTORES, INC.                     8.01,9.01            06/29/11

China Modern Agricultural Information   NV       1.01,8.01,9.01       06/23/11

CHINA NORTH EAST PETROLEUM HOLDINGS L   NV       9.01                 04/21/11    AMEND

CHINA-BIOTICS, INC                      DE       3.01,9.01            06/29/11

CKE RESTAURANTS INC                     DE       2.02,9.01            06/28/11

CLEVELAND BIOLABS INC                   DE       1.01,9.01            06/23/11

Comstock Homebuilding Companies, Inc.   DE       5.07                 06/17/11

Comstock Mining Inc.                    NV       5.02,5.07,8.01,9.01  06/23/11

CONCEPTUS INC                           DE       5.02,9.01            06/29/11

CONSOL Energy Inc                       DE       2.06                 06/23/11

CONVERGYS CORP                          OH       1.01,2.03,9.01       06/24/11

Converted Organics Inc.                 DE       8.01,9.01            06/28/11

Converted Organics Inc.                 DE       3.01                 06/28/11

COWEN GROUP, INC.                                2.01,3.03,5.02,8.01, 06/28/11
CRC CRYSTAL RESEARCH CORP               NV       1.01,9.01            06/21/11

CYNOSURE INC                                     2.01,8.01,9.01       06/27/11

DELTA PETROLEUM CORP/CO                 CO       1.01,9.01            06/28/11

diaDexus, Inc.                          DE       5.02,7.01,9.01       06/28/11

Digital Realty Trust, Inc.                       8.01,9.01            06/29/11

DORAL FINANCIAL CORP                    PR       5.07                 06/28/11

Douglas Lake Minerals Inc.              NV       7.01,9.01            06/29/11

E DIGITAL CORP                          DE       8.01                 06/28/11

EARTHSTONE ENERGY INC                   DE       8.01,9.01            06/29/11

EASYLINK SERVICES INTERNATIONAL CORP    DE       7.01,9.01            06/29/11

ELITE PHARMACEUTICALS INC /DE/          DE       1.01,9.01            06/23/11

Emrise CORP                             DE       5.07,8.01,9.01       06/24/11

EMTEC INC/NJ                            UT       1.01,9.01            06/23/11

ENBRIDGE ENERGY PARTNERS LP             DE       1.01,7.01,9.01       06/27/11

EVOLUTION PETROLEUM CORP                NV       1.01,3.03,5.03,7.01, 06/28/11
Excel Trust, Inc.                       MD       8.01,9.01            06/23/11

FAMILY DOLLAR STORES INC                DE       2.02,7.01,9.01       06/29/11

FARMERS NATIONAL BANC CORP /OH/         OH       5.02,9.01            06/28/11

Federal Home Loan Bank of Boston        X1       2.03                 06/23/11

Federal Home Loan Bank of Dallas                 2.03,9.01            06/27/11

Federal Home Loan Bank of Pittsburgh    PA       5.02                 05/23/11    AMEND

FEEL GOLF CO INC                        CA       1.01,9.01            06/24/11

FIRST BANCORP /PR/                      PR       1.01,3.02,5.02,7.01, 06/27/11
First Connecticut Bancorp, Inc.         MD       5.02                 06/28/11

First Connecticut Bancorp, Inc.         MD       8.01,9.01            06/29/11

FIRST INTERSTATE BANCSYSTEM INC         MT       5.02                 06/23/11

Florida Bank Group, Inc.                FL       5.02,5.03,9.01       06/23/11

FLUOROPHARMA MEDICAL, INC.              NV       1.01,3.02,9.01       06/22/11    AMEND

FNBH BANCORP INC                        MI       5.07                 06/23/11

FORCE PROTECTION INC                    NV       1.01,8.01,9.01       06/23/11

Forex International Trading Corp.       NV       1.01,3.02,9.01       06/27/11

FRANKLIN COVEY CO                       UT       2.02,8.01,9.01       06/29/11

FRONTIER OIL CORP /NEW/                 WY       5.07,8.01,9.01       06/28/11

Full Circle Capital Corp                MD       2.02,9.01            06/29/11

Full Circle Capital Corp                MD       8.01,9.01            06/29/11

FUSION TELECOMMUNICATIONS INTERNATION   DE       1.01,2.03,9.01       06/29/11

Game Trading Technologies, Inc.         DE       2.04                 06/24/11

GENERAL COMMUNICATION INC               AK       5.07                 06/27/11

GENERAL MILLS INC                       DE       2.02,9.01            06/29/11

GENTA INC DE/                           DE       8.01,9.01            06/29/11

Gevo, Inc.                              DE       7.01,9.01            06/29/11

GLOBAL EARTH ENERGY, INC.               NH       8.01,9.01            06/29/11

GLOBAL EARTH ENERGY, INC.               NH       8.01                 06/29/11

GLOBAL GREEN SOLUTIONS INC.             NV       1.01,9.01            06/27/11

Global Investor Services, Inc.          UT       1.01,5.02,9.01       06/24/11

GOLDMAN SACHS GROUP INC                 DE       9.01                 06/29/11

GOODRICH PETROLEUM CORP                 DE       8.01,9.01            06/29/11

GRANT PARK FUTURES FUND LIMITED PARTN   IL       7.01,9.01            06/29/11

GREATBATCH, INC.                        DE       1.01,2.03,9.01       06/24/11

GREER BANCSHARES INC                    SC       5.07                 06/23/11

GUESS INC                               DE       5.07                 06/23/11

GULF POWER CO                           ME       5.07                 06/28/11

GULF RESOURCES, INC.                    DE       8.01,9.01            06/29/11

HAMPTON ROADS BANKSHARES INC            VA       8.01,9.01            06/29/11

HDS INTERNATIONAL CORP.                 NV       1.01,2.03,9.01       06/28/11

HEALTHSOUTH CORP                        DE       7.01                 06/29/11

HERITAGE COMMERCE CORP                  CA       7.01,9.01            06/29/11

HINES REAL ESTATE INVESTMENT TRUST IN            8.01,9.01            06/29/11

HOLLY CORP                              DE       5.07,8.01,9.01       06/28/11

HOTELPLACE, INC.                        NV       5.03,8.01,9.01       06/28/11

HOTELPLACE, INC.                        NV       1.01,3.02,9.01       06/28/11

IMAGE ENTERTAINMENT INC                 DE       2.02,9.01            06/29/11

IMAX CORP                               A6       8.01                 06/28/11

Industrial Income Trust Inc.            MD       2.01,2.03,8.01,9.01  06/24/11

INLAND REAL ESTATE CORP                 MD       1.01,2.03,9.01       06/23/11

INREIT Real Estate Investment Trust     ND       5.07                 06/23/11

INTERPHASE CORP                         TX       5.07                 05/04/11

ISLE OF CAPRI CASINOS INC               DE       5.02,8.01,9.01       06/23/11

J P MORGAN CHASE & CO                   DE       8.01,9.01            06/29/11

JUNIPER GROUP INC                       NY       8.01                 06/29/11

KB HOME                                 DE       2.02,8.01,9.01       06/27/11

Kennedy-Wilson Holdings, Inc.           DE       1.01,3.02,9.01       06/28/11

KIRBY CORP                              NV       8.01,9.01            06/29/11

Kodiak Oil & Gas Corp                   B0       9.01                 05/20/11    AMEND

Kraig Biocraft Laboratories, Inc        WY       1.01,9.01            06/28/11

KRONOS WORLDWIDE INC                             7.01,9.01            06/29/11

LAKELAND INDUSTRIES INC                 DE       1.01,9.01            06/29/11

Lawson Software, Inc.                   DE       5.07,9.01            06/29/11

LEXARIA CORP.                           NV       3.02,7.01,9.01       06/29/11

LIBERTY MEDIA CORP                               8.01,9.01            06/28/11

Lightning Gaming, Inc.                  NV       1.01,1.02,3.02,3.03, 06/23/11
LINKEDIN CORP                           DE       7.01,9.01            06/27/11

Lithium Exploration Group, Inc.         NV       3.02                 06/11/11

MACATAWA BANK CORP                      MI       7.01,8.01,9.01       06/29/11

Macquarie CNL Global Income Trust, In   MD       7.01,9.01            06/28/11

Main Street Capital CORP                MD       1.01,2.03,8.01,9.01  06/28/11

MANHATTAN PHARMACEUTICALS INC           DE       5.02,5.03,9.01       06/23/11

MCMORAN EXPLORATION CO /DE/             DE       7.01,9.01            06/29/11

MDC PARTNERS INC                        A6       5.02                 06/28/11

MEADWESTVACO Corp                       DE       5.02,9.01            06/28/11

MEDICAL ACTION INDUSTRIES INC           DE       1.01,9.01            06/28/11

MEMC ELECTRONIC MATERIALS INC           DE       1.01                 06/23/11

MERITOR INC                             IN       1.01,2.03            06/28/11

MEZABAY INTERNATIONAL INC.              NV       5.02,9.01            06/29/11

MobileBits Holdings Corp                NV       1.01,8.01,9.01       06/23/11

MONSANTO CO /NEW/                       DE       2.02,9.01            06/29/11

MORGANS FOODS INC                       OH       1.01,5.07,9.01       06/23/11

MSC INDUSTRIAL DIRECT CO INC            NY       8.01,9.01            06/29/11

NDB Energy, Inc.                        NV       5.03,7.01,9.01       06/27/11

Neogenix Oncology Inc                   MD       5.07                 06/29/11    AMEND

NeoStem, Inc.                           DE       4.01                 06/23/11

New Leaf Brands, Inc.                   NV       8.01,9.01            06/28/11

NORTHRIDGE VENTURES INC.                         4.01,9.01            06/27/11

NovaBay Pharmaceuticals, Inc.           CA       1.01,9.01            06/27/11

NOVAGEN SOLAR INC.                      NV       4.01,9.01            06/27/11

NOVASTAR FINANCIAL INC                  MD       1.01,3.02,3.03,5.02, 06/29/11

NOVATEL WIRELESS INC                    DE       5.07                 06/23/11

NUVASIVE INC                            DE       1.01,9.01            06/22/11

NUVASIVE INC                            DE       1.01,2.03,5.03,9.01  06/28/11

Nuveen Mortgage Opportunity Term Fund   MA       8.01,9.01            06/29/11

Nuveen Mortgage Opportunity Term Fund   MA       8.01,9.01            06/29/11

OMNI VENTURES INC                       KS       5.02                 06/28/11

OMNOVA SOLUTIONS INC                    OH       2.02,9.01            06/28/11

ORACLE CORP                                      7.01,9.01            06/29/11

ORBIT INTERNATIONAL CORP                DE       5.07                 06/24/11

OXIGENE INC                             DE       8.01,9.01            06/29/11

PAN AMERICAN GOLDFIELDS LTD             DE       1.01,5.02            06/27/11

PATHFINDER BANCORP INC                  DE       4.01,9.01            06/27/11

PENN MILLERS HOLDING CORP                        8.01,9.01            06/29/11

PennantPark Floating Rate Capital Ltd            1.01                 06/29/11

PEOPLES EDUCATIONAL HOLDINGS            MN       7.01,9.01            06/29/11

PEOPLES FINANCIAL CORP /MS/             MS       8.01,9.01            06/29/11

PEOPLES LIBERATION INC                  DE       1.01,2.01,3.02,5.02  06/23/11

PMC COMMERCIAL TRUST /TX                TX       5.02,9.01            06/27/11

POLAR WIRELESS CORP.                    NV       1.01,2.01,3.02,3.03, 06/22/11
POWER INTEGRATIONS INC                  CA       5.07                 06/27/11

PRO DEX INC                             CO       8.01                 06/21/11

PROTECTIVE LIFE CORP                    DE       8.01,9.01            06/29/11

PROVECTUS PHARMACEUTICALS INC           NV       5.07                 06/23/11

PROVIDENCE & WORCESTER RAILROAD CO/RI   RI       2.03                 06/28/11

PVH CORP. /DE/                          DE       5.03,5.07,9.01       06/28/11

QLIK TECHNOLOGIES INC                   DE       1.01                 06/23/11

QUALITY SYSTEMS, INC                    CA       5.02,9.01            06/27/11    AMEND

QUANTUM FUEL SYSTEMS TECHNOLOGIES WOR   DE       1.01,3.02            06/24/11

Rand Logistics, Inc.                    DE       2.04                 05/17/11

Rand Logistics, Inc.                    DE       8.01,9.01            06/29/11

Rand Logistics, Inc.                    DE       7.01,9.01            06/29/11

RECOVERY ENERGY, INC.                   NV       5.02,9.01            06/27/11

RED ROBIN GOURMET BURGERS INC           DE       5.02,7.01,9.01       06/29/11

Resume In Minutes, Inc.                 NV       5.03,9.01            06/23/11

RETRACTABLE TECHNOLOGIES INC            TX       8.01,9.01            06/28/11

Rockville Financial, Inc. /CT/          CT       8.01,9.01            06/29/11

ROTECH HEALTHCARE INC                   DE       8.01                 06/28/11

SANDRIDGE ENERGY INC                    DE       8.01,9.01            06/29/11

Santander Drive Auto Receivables Trus   DE       1.01,9.01            06/29/11

SENIOR HOUSING PROPERTIES TRUST         MD       5.03,8.01,9.01       06/28/11

Shengkai Innovations, Inc.              FL       8.01,9.01            06/29/11

SONOSITE INC                                     5.02,9.01            08/10/10

Southern Products, Inc.                 NV       1.01,9.01            06/24/11

SOUTHERN UNION CO                       DE       8.01,9.01            06/27/11

Spirit Airlines, Inc.                   DE       2.02,7.01            06/29/11

STARTEK INC                             DE       5.02,9.01            06/24/11

STEPAN CO                               DE       8.01,9.01            06/23/11

Stevia Corp                             NV       1.01,2.01,3.02,5.02, 06/23/11
STEWART ENTERPRISES INC                 LA       8.01,9.01            06/28/11

STILLWATER MINING CO /DE/               DE       8.01,9.01            06/29/11

SUN COMMUNITIES INC                     MD       1.01,2.01,2.03,8.01, 06/23/11
SUNRISE REAL ESTATE GROUP INC           TX       1.01,3.02,9.01       06/24/11

SYNERGY RESOURCES CORP                  CO       8.01                 06/28/11

T Bancshares, Inc.                               5.07                 06/22/11

TANGER FACTORY OUTLET CENTERS INC       NC       2.01,8.01,9.01       06/29/11

TEMPUR PEDIC INTERNATIONAL INC          DE       1.01,2.03,9.01       06/29/11

THERMO FISHER SCIENTIFIC INC.           DE       1.01,2.03,9.01       06/23/11

THRESHOLD PHARMACEUTICALS INC           DE       8.01,9.01            06/29/11

Tornier N.V.                            P7       5.02                 06/28/11

TOWERSTREAM CORP                        DE       5.07                 06/27/11

Tri-Tech Holding, Inc.                  E9       8.01,9.01            06/28/11

U S GOLD CORP                           CO       7.01,9.01            06/29/11

UNIFIRST CORP                           MA       2.02,9.01            06/29/11

UNITED AMERICAN HEALTHCARE CORP         MI       1.01,8.01            06/23/11

United Development Funding IV           MD       5.07                 06/23/11

UNITED FIRE & CASUALTY CO               IA       7.01,8.01,9.01       06/29/11

UNITED MORTGAGE TRUST                   MD       5.07,8.01,9.01       06/23/11

United States 12 Month Natural Gas Fu            7.01,9.01            06/29/11

United States 12 Month Oil Fund, LP              7.01,9.01            06/29/11

United States Brent Oil Fund, LP        DE       7.01,9.01            06/29/11

United States Commodity Index Funds T   DE       7.01,9.01            06/29/11

United States Gasoline Fund, LP         DE       7.01,9.01            06/29/11

United States Heating Oil Fund, LP      DE       7.01,9.01            06/29/11

United States Natural Gas Fund, LP               7.01,9.01            06/29/11

United States Oil Fund, LP              DE       7.01,9.01            06/29/11

United States Short Oil Fund, LP        DE       7.01,9.01            06/29/11

UNITED THERAPEUTICS Corp                DE       1.01,5.07            06/24/11

UNITIL CORP                             NH       5.07                 04/21/11    AMEND

UNITRIN INC                             DE       8.01                 06/28/11

UQM TECHNOLOGIES INC                    CO       1.01,9.01            06/24/11

USA TECHNOLOGIES INC                    PA       5.02                 06/28/11

USANA HEALTH SCIENCES INC               UT       7.01,9.01            06/29/11

UTi WORLDWIDE INC                       D8       1.01,1.02,2.03,9.01  06/24/11

VERENIUM CORP                           DE       1.01,9.01            06/24/11

Virolab, Inc.                           DE       1.01,4.01            06/06/11    AMEND

WEGENER CORP                            DE       8.01,9.01            06/29/11

WESBANCO INC                            WV       5.07                 06/29/11    AMEND

WEST BANCORPORATION INC                 IA       1.01,8.01,9.01       06/29/11

Willow Creek Enterprises Inc.                    4.01,9.01            06/21/11

WIRELESS RONIN TECHNOLOGIES INC         MN       5.02,8.01,9.01       06/23/11

WORTHINGTON INDUSTRIES INC              OH       5.02,8.01,9.01       06/29/11

X-CHANGE CORP                           NV       5.06,9.01            06/01/01    AMEND

YOU ON DEMAND HOLDINGS, INC.            NV       8.01,9.01            06/15/11

Zagg INC                                         5.07                 06/23/11

Zalicus Inc.                            DE       2.03,8.01,9.01       06/27/11



Modified: 06/30/2011