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U.S. Securities and Exchange Commission

SEC NEWS DIGEST

Issue 2013-210
October 31, 2013

Commission Announcements

Commission Suspends Trading in the Securities of Seven Issuers for Failure to Make Required Periodic Filings

The Securities and Exchange Commission (Commission) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on October 31, 2013 and terminating at 11:59 p.m. EST on November 13, 2013.

  • Heritage Worldwide, Inc. (HWWI)
  • Impala Mineral Exploration Corp. (IMXC)
  • Klondike Star Mineral Corporation (KDSM)
  • MIV Therapeutics Inc. (MIVI)
  • Most Home Corp. (MHME)
  • Moventis Capital, Inc. (MVTS)
  • OrganiTECH USA, Inc. (ORGT)

The Commission temporarily suspended trading in the securities of these seven 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 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 companies 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) 551-5777. 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. 34-70782)

Commission Suspends Trading in the Securities of Seven Issuers for Failure to Make Required Periodic Filings

The Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on October 31, 2013 and terminating at 11:59 p.m. EST on November 13, 2013.

  • Acies Corporation (ACIE)
  • Immtech Pharmaceuticals, Inc. (IMMP)
  • MRU Holdings, Inc. (UNCLQ)
  • MSTI Holdings, Inc. (MSHI)
  • Nestor, Inc. (NEST)
  • New Generation Holdings, Inc. (NGHO)
  • Nuevo Financial Center, Inc. (NVFN)

The Commission temporarily suspended trading in the securities of these seven 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 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 companies 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) 551-5777. 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. 34-70784)

Commission Meetings

Closed Meeting on Thursday, November 7, 2013 at 2:30 p.m.

The subject matter of the Closed Meeting will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; an adjudicatory matter; amicus consideration; and other matters relating 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.

ENFORCEMENT PROCEEDINGS

In the Matter of Jeremy S. Fisher

The Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions against Jeremy S. Fisher. The Order finds that on October 16, 2013, a judgment was entered by consent against Fisher, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder in the civil action Securities and Exchange Commission v. Jeremy S. Fisher, et al., Civil Action No. 3:13-CV-00683, filed in the United States District Court for the Western District of Wisconsin. The consent judgment also ordered Fisher to pay disgorgement and pre-judgment interest totaling $936,226 and a $150,000 civil penalty.

In the Order, the Commission finds that the SEC’s complaint, filed on September 30, 2013, alleged that from August 2009 through December 2012, Fisher, formerly of La Crosse, Wisconsin, raised approximately $1.04 million from approximately 18 investors who invested in unregistered securities offerings conducted by Fisher through his companies. Fisher offered investors the opportunity to invest their money on a “special trading platform” that supposedly generated significant returns. He told investors that their money would be pooled with other investors’ money and deposited in an overseas bank account where the funds would remain. The overseas bank would then use the monies in the account as collateral to trade in certain securities. Fisher also told investors that they would receive a guaranteed return of 1% of the amount invested per month or 50% of the trading profits, whichever was greater. Fisher, however, never invested the funds from investors as promised and spent most of the money on himself and his family. Fisher also sent out false account statements indicating that investor funds were fully invested and earning returns. The complaint also alleged that Fisher acted as an unregistered broker.

Based on the above, the Order bars Fisher from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and bars Fisher from participating in any offering of a penny stock. Fisher consented to the issuance of the Order. (Rel. 34-70786)

In the Matter of Robert Grabowski

The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act), Making Findings, and Imposing Remedial Sanctions (Order) against Robert Grabowski. The Order finds that on January 25, 2011 Grabowski pled guilty to securities fraud, wire fraud, mail fraud, and conspiracy to commit those three offenses, in violation of 15 U.S.C. 78j(b) and 78ff; 17 C.F.R. 240.10b-5; and 18 U.S.C. 1341, 1343, and 2, before the United States District Court for the Southern District of New York, in United States v. Ross Mandell, et al., 09-cr-662 (S.D.N.Y.). Grabowski, 45 years old, is a resident of Staten Island, New York. Grabowski was a registered representative (“RR”) at The Thornwater Company, L.P. (“Thornwater”) from 1997 to 2003. Grabowski was next an RR at Sky Capital LLC (now known as Granta Capital LLC) (Sky Capital), a New York-based broker-dealer, from 2003 to 2008. The counts of the criminal indictment under which Grabowski pled guilty alleged, inter alia, that from at least in or about 1998 through in or about 2006, Grabowski and others carried out a fraudulent scheme by soliciting millions of dollars from investors under false pretenses, manipulating the market for certain affiliated companies’ stocks, failing to use investors’ funds as promised, and misappropriating and converting investors’ funds without their knowledge. The indictment alleged that Grabowski and others used material misrepresentations and omissions to cause individuals to invest in a series of purported investment opportunities, including private placements. The indictment also alleged that Grabowski and others raised a total of approximately $140 million from investors through their fraudulent scheme. The indictment further alleged that Grabowski and his co-defendants used those funds to enrich themselves, pay undisclosed commissions to brokers, and pay off earlier investors who had lost funds on prior purported investment opportunities. Grabowski’s sentencing hearing has not yet been scheduled.

Based on the above, the Order bars Grabowski from association with any broker, dealer, investment adviser, municipal securities dealer, or transfer agent; and bars him from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. Grabowski consented to the Order. For more information about this matter, please see Litigation Release Number 21120 / July 8, 2009. (Rel. 34-70790)

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

In conjunction with the trading suspension, the Commission today also instituted 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 seven companies for failure to make required periodic filings with the Commission:

In the Matter of Heritage Worldwide, Inc., et al., Administrative Proceeding File No. 3-15596

  • Heritage Worldwide, Inc. (HWWI)
  • Impala Mineral Exploration Corp. (IMXC)
  • Klondike Star Mineral Corporation (KDSM)
  • MIV Therapeutics Inc. (MIVI)
  • Most Home Corp. (MHME)
  • Moventis Capital, Inc. (MVTS)
  • OrganiTECH USA, Inc. (ORGT)

In this Order, the Division of Enforcement (Division) alleges that the seven issuers 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 each class 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 in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-70783)

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

In conjunction with this trading suspension, the Commission today also instituted 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 seven companies for failure to make required periodic filings with the Commission:

In the Matter of Acies Corporation, et al., Administrative Proceeding File No. 3-15597

  • Acies Corporation (ACIE)
  • Immtech Pharmaceuticals, Inc. (IMMP)
  • MRU Holdings, Inc. (UNCLQ)
  • MSTI Holdings, Inc. (MSHI)
  • Nestor, Inc. (NEST)
  • New Generation Holdings, Inc. (NGHO)
  • Nuevo Financial Center, Inc. (NVFN)

In this Order, the Division of Enforcement (Division) alleges that the seven issuers 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 each class 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 in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-70785)

SELF-REGULATORY ORGANIZATIONS

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by the Miami International Securities Exchange LLC to amend the MIAX Fee Schedule (SR-MIAX-2013-50) 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 November 4th. (Rel. 34-70788)

A proposed rule change filed by CBOE Futures Exchange, LLC relating to the notification provisions for Exchange of Contract for Related Position Transactions and Block Trades (SR-CFE-2013-006) has become effective pursuant to Section 19(b)(7) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 4th. (Rel. 34-70789)

A proposed rule change filed by NYSE Arca, Inc. amending the NYSE Arca Options Fee Schedule to apply routing fees to Penny Pilot Issues (SR-NYSEArca-2013-109) 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 November 4th. (Rel. 34-70795)

Approval of a Proposed Rule Change

The Commission approved a proposed rule change submitted by Chicago Stock Exchange, Inc. (SR-CHX-2013-16) to adopt standards for the cancellation or adjustment of Bona Fide Error trades, the submission of Error Correction Transactions, and the cancellation or adjustment of stock leg trades of Stock-Option or Stock-Future orders. Publication is expected in the Federal Register during the week of November 4th. (Rel. 34-70791)

Order Instituting Proceedings to Determine Whether to Approve or Disapprove Proposed Rule Change

The Commission instituted proceedings to determine whether to approve or disapprove a proposed rule change (SR-ISE-2013-42), as modified by Amendment No. 1, submitted by the International Securities Exchange, LLC pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, to list options on the Nations VolDex Index. Publication is expected in the Federal Register during the week of November 4, 2013. (Rel. 34-70787)

Joint Industry Plans

The Commission approved an amendment to the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation, and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privileges Basis (“Nasdaq/UTP Plan”) (S7-24-89) to remove odd-lot transactions from the list of transactions that are not to be reported for inclusion on the consolidated tape. Publication of the order is expected to be made in the Federal Register during the week of November 4th. (Rel. 34-70793)

The Commission approved an amendment to the Consolidated Tape Association Plan (SR-CTA-2013-05) to remove odd-lot transactions from the list of transactions that are not to be reported for inclusion on the consolidated tape. Publication of the order is expected to be made in the Federal Register during the week of November 4th. (Rel. 34-70794)

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.

RECENT 8K FILINGS

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

1.01

Entry into a Material Definitive Agreement

1.02

Termination of a Material Definitive Agreement

1.03

Bankruptcy or Receivership

2.01

Completion of Acquisition or Disposition of Assets

2.02

Results of Operations and Financial Condition

2.03

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

2.04

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

2.05

Cost Associated with Exit or Disposal Activities

2.06

Material Impairments

3.01

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

3.02

Unregistered Sales of Equity Securities

3.03

Material Modifications to Rights of Security Holders

4.01

Changes in Registrant's Certifying Accountant

4.02

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

5.01

Changes in Control of Registrant

5.02

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

5.03

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

5.04

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

5.05

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

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

In most cases, recent 8-K reports may be viewed by using the search function on the Commission’s Web site located at http://www.sec.gov/edgar/searchedgar/currentevents.htm.

 

http://www.sec.gov/news/digest/2013/dig103113.htm


Modified: 10/31/2013