Fee Rate Advisory #2 for Fiscal Year
The Securities and Exchange Commission (Commission) is operating under a continuing resolution until January 15. Accordingly, the fees paid under Section 31 of the Securities Exchange Act will remain at their current rate until 60 days after the enactment of a regular appropriation for the SEC. (Press Rel. 2013-232)
Commission Obtains Asset Freeze in California-Based Real Estate Investment Scheme
The Commission today announced fraud charges and an emergency asset freeze against a group of Pasadena, Calif.-based companies at the center of an ongoing real estate investment scheme.
The SEC alleges that Yin Nan (Michael) Wang and Wendy Ko have raised more than $150 million from approximately 2,000 investors by selling promissory notes issued through Velocity Investment Group, which manages a series of investment funds entitled the Bio Profit Series. Each of the Bio Profit Series funds purports to be primarily in the business of making real estate-related loans in California, but in reality Wang and Ko have used money received from newer investors to make the promised quarterly interest payments to earlier investors in Ponzi-like fashion.
"The SEC sought emergency action to prevent the further dissipation of investor assets through an expected set of upcoming Ponzi-like payments," said Michele Wein Layne, director of the SEC's Los Angeles Regional Office. "Wang falsified financial records and used another company to create the illusion of legitimate economic activity."
According to the SEC's complaint unsealed today in U.S. District Court for the Central District of California, Wang and Velocity Investment Group have been raising money since at least 2005. Wang is the sole owner of Velocity Investment Group, and the Bio Profits Series fund accounts are controlled by Wang and Ko, who transferred some investor funds to make quarterly interest payments to other investors. The SEC's complaint says Wang has admitted that Velocity was using new investor money to pay earlier investors.
The SEC alleges that Wang directed one of the Bio Profit Series funds to provide its outside accountant with inaccurate financial information that materially overstated its mortgage loans receivable and mortgage income figures. The more than $9.8 million of mortgage loan income shown in those financial statements included accrued interest that Wang knew that the fund would never actually receive. Wang told Velocity's accounting manager that investors would flee if they were told the true numbers, and it would be difficult for him to raise money.
The SEC further alleges that Wang and Ko used transactions between the Bio Profit Series funds and another company charged in the complaint - Rockwell Realty Management - with the apparent purpose of concealing the fraud. These transactions appear to have had no purpose other than to obfuscate the amount of transfers among the various funds.
The SEC's complaint charges Wang and his companies as well as Ko with violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. The Honorable John A. Kronstadt of the U.S. District Court for the Central District of California granted the SEC's request for a temporary asset freeze against Velocity, Bio Profit Series I, Bio Profit Series II, Bio Profit Series III, Bio Profit Series V, and Rockwell Realty Management. Judge Kronstadt's order prohibits the destruction of documents, requires the defendants to provide accountings, and allows expedited discovery. A court hearing has been scheduled for December 9 on the SEC's motion for a preliminary injunction.
The SEC's investigation was conducted by M. Lance Jasper, Peter F. Del Greco, and Dora Zaldivar in the Los Angeles office. The SEC's litigation will be led by Lynn M. Dean and David J. Van Havermaat. (Press Rel. 2013-233)
Commission Revokes Registration of Securities of Dematco, Inc. for Failure to Make Required Periodic Filings
On November 1, 2013, the Commission revoked the registration of each class of registered securities of Dematco, Inc. (DMAT) for failure to make required periodic filings with the Commission.
Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, DMAT consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Dematco, Inc. finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of DMAT's securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against DMAT in In the Matter of AcuNetx, Inc., et al., Administrative Proceeding File No. 3-15517.
Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:
No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked. (Rel. 34-70796)
In the Matter of John Hagener
The Commission announced the issuance of an Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 203(f) of the Investment Advisers Act of 1940 ("Order") against John Hagener (Hagener) in the proceeding named In the Matter of John Hagener, Administrative Proceeding File No. 3-15381. According to the Order, Hagener is barred, pursuant to Section 203(f) of the Advisers Act, from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization.
Hagener consented to the Order without admitting or denying the allegations against him in the Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940 and Notice of Hearing that was issued on July 19, 2013. Previously, on April 12, 2013, an order of injunction was entered, by consent, against Hagener, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1), 206(2) and 206(4) of the Investment Advisers Act of 1940 ("Advisers Act") [15 U.S.C. §§ 80b 6(1), (2) and (4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8], in the civil action entitled Securities and Exchange Commission v. Loomis, et al., Case No. 2:10-cv-00458-KJM-KJN in the United States District Court for the Eastern District of California. (Rel. IA- 3709)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by NYSE MKT LLC regarding elimination of the Cancellation Fee from the NYSE Amex Options Fee Schedule (SR-NYSEMKT-2013-87) 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. 34-70799)
Notice of Proposed Rule Change
NYSE Arca, Inc., has filed a proposed rule change (SR-NYSEArca-2013-111) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to list and trade shares of Manna Core Equity Enhanced Dividend Income Fund under NYSEArca Equities Rule 8.600. Publication is expected in the Federal Register during the week of November 4th.
Designation of Longer Period for Commission Action on Proposed Rule Change
The Commission has designated a longer period for Commission action, pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934, on proposed rule change (SR-BOX-2013-43) filed by BOX Options Exchange LLC to permit Complex Orders to participate in the Price Improvement Mechanism. Publication is expected in the Federal Register during the week of November 4th. (Rel. 34-70797)
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-8 PEDEVCO CORP, 4125 BLACKHAWK PLAZA CIRCLE, SUITE 201, DANVILLE, CA, 94506, 855-733-2685 - 2,118,386 ($3,663,184.00) Equity, (File 333-192002 - Oct. 31) (BR. 04B) S-1 WaferGen Bio-systems, Inc., 7400 PASEO PADRE PARKWAY, FREMONT, CA, 94555, (510) 651-4450 - 10,247,629 ($17,933,351.00) Equity, (File 333-192003 - Oct. 31) (BR. 10B) S-3ASR DARLING INTERNATIONAL INC, 251 O CONNOR RIDGE BLVD, STE 300, IRVING, TX, 75038, 9727170300 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-192004 - Oct. 31) (BR. 04B) S-3ASR MEDNAX, INC., 1301 CONCORD TERRACE, SUNRISE, FL, 33323, 9543840175 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-192005 - Oct. 31) (BR. 01A) S-1 Anpulo Food, Inc., HANGKONGLU, XIANGFENGZHEN, LAIFENGXIAN, HUBEI, F4, 0, (86) 718 628 8576 - 0 ($3,100,000.00) Equity, (File 333-192006 - Oct. 31) (BR. 06A) S-4 Aviv Healthcare Properties L.P., 303 WEST MADISON STREET, SUITE 2400, CHICAGO, IL, 60606, (312) 855-0930 - 0 ($250,000,000.00) Debt, (File 333-192013 - Oct. 31) (BR. 08B) S-8 COMMVAULT SYSTEMS INC, 2 CRESCENT PLACE, OCEANPORT, NJ, 07757-0900, 732-870-4000 - 3,000,000 ($231,630,000.00) Equity, (File 333-192014 - Oct. 31) (BR. 03B) S-8 EMC CORP, 176 SOUTH STREET, HOPKINTON, MA, 01748-9103, 5082937208 - 300,000 ($2,741,799.20) Equity, (File 333-192015 - Oct. 31) (BR. 03A) S-8 YELP INC, 140 NEW MONTGOMERY STREET, 9TH FLOOR, SAN FRANCISCO, CA, 94105, (415) 908-3801 - 0 ($134,520,000.00) Equity, (File 333-192016 - Oct. 31) (BR. 11A) S-8 Gaming & Leisure Properties, Inc., 825 BERKSHIRE BLVD, WYOMISSING, PA, 19610, 610-373-2400 - 0 ($672,611,882.97) Equity, (File 333-192017 - Oct. 31) (BR. 08B) F-10 BARRICK GOLD CORP, BCE PLACE, CANADA TRUST TOWER, 161 BAY STREET SUITE 3700, TORONTO ONTARIO CANA, A6, M5J2S1, 4163077470 - 0 ($3,500,000,000.00) Equity, (File 333-192018 - Oct. 31) (BR. 09A) S-8 IRON MOUNTAIN INC, 745 ATLANTIC AVENUE, BOSTON, MA, 02111, 6175354766 - 0 ($26,920,000.00) Equity, (File 333-192019 - Oct. 31) (BR. 05B) S-3 INTERMOUNTAIN COMMUNITY BANCORP, PO BOX 967, SANDPOINT, ID, 83864, 206-263-0505 - 0 ($377,681.50) Equity, (File 333-192020 - Oct. 31) (BR. 07C) S-1 Writers Group Film Corp, 8200 WILSHIRE BLVD., SUITE 200, BEVERLY HILLS, CA, 90211, 310-461-3737 - 3,000,000,000 ($1,050,000.00) Equity, (File 333-192021 - Oct. 31) (BR. 05B) S-4 WHITING PETROLEUM CORP, 1700 BROADWAY, SUITE 2300, DENVER, CO, 80290, 303-837-1661 - 0 ($400,000,000.00) Debt, (File 333-192022 - Oct. 31) (BR. 04A) S-8 Criteo S.A., 32 RUE BLANCHE, PARIS, I0, 75009, 33140402290 - 0 ($278,223,319.00) Equity, (File 333-192024 - Oct. 31) (BR. 11A) S-3 Sorrento Therapeutics, Inc., 6042 CORNERSTONE CT. WEST, SUITE B, SAN DIEGO, CA, 92121, 858-210-3700 - 200,000 ($1,726,000.00) Equity, (File 333-192025 - Oct. 31) (BR. 01A) S-8 Harvard Apparatus Regenerative Technology, Inc., 84 OCTOBER HILL ROAD, HOLLISTON, MA, 01746, (508) 893-8999 - 150,000 ($900,000.00) Equity, (File 333-192026 - Oct. 31) (BR. 10A) S-8 Harvard Apparatus Regenerative Technology, Inc., 84 OCTOBER HILL ROAD, HOLLISTON, MA, 01746, (508) 893-8999 - 3,000,000 ($18,000,000.00) Equity, (File 333-192027 - Oct. 31) (BR. 10A) S-8 MCDERMOTT INTERNATIONAL INC, 777 N. ELDRIDGE PARKWAY, HOUSTON, TX, 77079, 281-870-5000 - 0 ($3,800,000.00) Equity, (File 333-192029 - Oct. 31) (BR. 06A) S-8 AERIE PHARMACEUTICALS INC, 7020 KIT CREEK ROAD, SUITE 270, RESEARCH TRIANGLE PARK, NC, 27709, 919-313-9650 - 7,064,542 ($47,315,529.70) Equity, (File 333-192030 - Oct. 31) (BR. 01B) S-3ASR BRE PROPERTIES INC /MD/, 525 MARKET STREET, FOURTH FLOOR, SAN FRANCISCO, CA, 94105, 415-445-6530 - 0 ($0.00) Equity, (File 333-192031 - Oct. 31) (BR. 08C)
Recent 8K Filings
Form 8-K is used by companies to file current reports on the following events:
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.