SEC Suspends Trading in Six Issuers for Failure to Make Required Periodic Filings
The U.S. Securities and Exchange Commission announced the temporary suspension of trading of the securities of the following issuers, commencing at 9:30 a.m. EDT on May 7, 2008, and terminating at 11:59 p.m. EDT on May 20, 2008.
The Commission temporarily suspended trading in the securities of these six 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 this company.
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 this company that has 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. 34-57787)
Alex Cohen, SEC Deputy General Counsel, Named Deputy Chief of Staff
Alexander F. Cohen, the current Deputy General Counsel for Legal Policy and Administrative Practice in the Securities and Exchange Commission's Office of the General Counsel, will be appointed the SEC's Deputy Chief of Staff effective May 9, 2008.
Mr. Cohen, 47, will replace Michael J. Halloran. As Deputy Chief of Staff, Mr. Cohen will assist SEC Chairman Christopher Cox in development and execution of the Commission's program to promote investor protection, healthy markets, and capital formation. He also will serve as a liaison to Commissioners and senior agency staff on rulemaking, policy, and enforcement matters. In his role as Deputy General Counsel for Legal Policy and Administrative Practice, Mr. Cohen was involved in development and review of the entirety of the Commission's regulatory program.
"I am pleased to welcome Alex Cohen to this important role," Chairman Cox said. "During his tenure at the Commission, Alex has impressed me and all his colleagues at the agency with his sound judgment, keen understanding of securities law, and above all his unwavering commitment to investor protection."
Mr. Cohen said, "I am honored to be asked by Chairman Cox to take on these new responsibilities. The SEC's mission of protecting investors, maintaining healthy financial markets, and facilitating capital formation is more critical than ever. I am excited about this new role, and look forward to the challenges that lie ahead."
Prior to joining the SEC in 2006 as Deputy General Counsel, Mr. Cohen was a partner in the international law firm of Latham & Watkins LLP, and co-chair of the firm's Corporate Finance Practice Group. Mr. Cohen earned his J.D. from Yale University in 1988, and served as law clerk to the Hon. Wilfred Feinberg of the U.S. Court of Appeals for the Second Circuit from 1989 to 1990. He received his M.A. in International Relations from Yale University in 1985, and his B.A. cum laude in Political Science from Yale in 1982. (Press Rel. 2008-79)
SEC Staff Recommends Commission Action to Facilitate Investment in Small Business
The Securities and Exchange Commission's Division of Investment Management said today that it has prepared a recommendation for consideration by the Commission to increase the availability of capital to certain smaller companies that do not have ready access to the public capital markets or other forms of conventional financing.
The Division has recommended that the Commission adopt an amendment to a rule that defines the types of companies in which business development companies (BDCs) may invest most of their assets. Congress in 1980 established BDCs, which are publicly traded investment companies, to help make capital more readily available to small developing and financially troubled businesses.
The Investment Company Act requires a BDC to have at least 70 percent of its portfolio invested in certain assets, including securities of "eligible portfolio companies," which are often small or developing businesses, at the time it makes any new investments. The proposed amendment would expand the definition of eligible portfolio company to include certain companies that list their securities on a national securities exchange.
The Investment Company Act defines eligible portfolio company to include a domestic operating company that, among other things, does not have any class of securities that are marginable under rules issued by the Federal Reserve Board. In 1998, for reasons unrelated to small business capital formation, the Federal Reserve Board amended its margin rules to include all publicly traded equity securities and most debt securities. These 1998 amendments had the unintended consequence of substantially reducing the number of companies that met the definition of eligible portfolio company.
In 2006, the Commission adopted new rules under the Investment Company Act to address the effect of the Federal Reserve Board's 1998 amendments on the definition of eligible portfolio company. The Commission adopted Rule 2a 46, which defines eligible portfolio company to include all private companies and public companies whose securities are not listed on a national securities exchange. The Commission also adopted a rule that conditionally permits a BDC to include in its 70 percent basket any follow on investments in a company that met the new definition of eligible portfolio company at the time of the BDC's initial investment in it.
When the Commission adopted Rule 2a 46, it also proposed to amend the rule to further expand the definition of eligible portfolio company to include certain smaller companies that list their securities on a national securities exchange. The amendment was designed to facilitate small business capital formation by providing added investment flexibility to BDCs, consistent with the purpose of the Investment Company Act. The Commission sought comment on three alternative ways to amend the rule, and received comments on the proposal.
The Division has submitted a recommendation that the Commission adopt an amendment to Rule 2a 46. Issuance of a final rule amendment requires a vote of the Commissioners. (Press Rel. 2008-81)
Commission Revokes Registration of Securities of Enviro Energy Corp. For Failure to Make Required Periodic Filings
On May 7, the Commission revoked the registration of each class of registered securities of Enviro Energy Corp. (ENGY) 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, ENGY 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 Enviro Energy Corp. 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 ENGY's securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against ENGY in In the Matter of Advanced Precision Technology, Inc. (n/k/a Exact Identification Corp.), et al., Administrative Proceeding File No. 3-13014.
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 . . . .
For more information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of Advanced Precision Technology, Inc. (n/k/a Exact Identification Corp.), et al., Administrative Proceeding File No. 3-13014, Exchange Act Release No. 57692 (April 21, 2008). (Rel. 34-57788; File No. 3-13014)
Commission Orders Hearings on Registration Suspension or Revocation Against Six 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 six companies for failure to make required periodic filings with the Commission:
In the Order, the Division of Enforcement (Division) alleges that the 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 in the alternative, 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. 34-57789; File No. 3-13037)
In the Matter of Anscott Industries, Inc.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registration by Default (Default Order) in Anscott Industries, Inc., Administrative Proceeding No. 3-12992. The Order Instituting Proceedings alleged that Anscott Industries, Inc., failed repeatedly to file required annual and quarterly reports while its securities were registered with the Securities and Exchange Commission (Commission). The Default Order finds these allegations to be true and revokes the registration of each class of registered securities of Anscott Industries, Inc., pursuant to Section 12(j) of the Securities Exchange Act of 1934. (Rel. 34-57791; File No. 3-12992)
SEC Stops Multi-Million Dollar Ponzi Scheme
On May 6, the Securities and Exchange Commission obtained a court order to stop a $27.9 million fraudulent scheme involving investors in the United States and Canada. The SEC sued Las Vegas-based Gold-Quest International and its principals, David M. Greene, age 54, John Jenkins, age 62, and Michael McGee, age 52, all residents of Las Vegas, NV, for allegedly running a Ponzi scheme and misappropriating investor funds. The Honorable Lloyd D. George, United States District Court Judge for the District of Nevada, issued an order freezing assets and appointing a temporary receiver over Gold-Quest and its affiliates.
The SEC's complaint, filed in federal court in Las Vegas, alleges that since May 2006, the defendants have raised and misappropriated more than $27.9 million from more than 2,100 investors in the United States and Canada. The complaint further alleges that, undisclosed to investors, the defendants paid more than $19.1 million as returns to other investors in this Ponzi-like scheme. According to the SEC's complaint, Gold-Quest and its owners claim they are not subject to the jurisdiction of the United States or Canada because they are members of the Little Shell Nation Indian tribe, purportedly headquartered in North Dakota. However, the Little Shell Nation is not in fact recognized as a sovereign tribe or nation.
In its lawsuit, the SEC obtained an order (1) freezing the assets of Greene, Jenkins, and McGee; (2) freezing and repatriating the assets of, and appointing a temporary receiver over, Gold-Quest and its affiliates; (3) preventing the destruction of documents; and (4) temporarily enjoining Gold-Quest, Greene, Jenkins, and McGee from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission also seeks preliminary and permanent injunctions, disgorgement, and civil penalties against all defendants. A hearing on whether a preliminary injunction should be issued against the defendants and whether a permanent receiver should be appointed is scheduled for May 14, 2008 at 2:00 p.m.
The SEC acknowledges the assistance of the Alberta Securities Commission, the British Columbia Securities Commission, the Manitoba Securities Commission, the Ontario Securities Commission, and the Nevada Secretary of State, Securities Division. [SEC v. Gold-Quest International, et al., Civil Action No. 2:08-CV-00566 LDG-LRL (District of Nevada)] (LR-20557; Press Rel. 2008-80)
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