Order Making Findings and Revoking Registrations by Default as to Redheads, Inc., et al.
An Administrative Law Judge issued an Order Making Findings and Revoking Registrations by Default as to Redheads, Inc., Regal Communications Corp., Repligen Clinical Partners, L.P., Retail Entertainment Group, Inc., R.F. Management Corp., Road Apples, Inc. (n/k/a Teledynamics, Inc.), Robec, Inc., and Rompus Interactive Corp. The Default Order finds that each of the Respondents failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 13a-1 and 13a-13 because they have failed to make required periodic filings with the Commission for a number of years. Based on these findings the Default Order revokes the registration of each class of registered securities of each named Respondent. (Rel. 34-60895; File No. 3-13635)
In the Matter of Tab Keplinger, CPA
On Oct. 28, 2009, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Tab Keplinger, who was the CFO of business development company Brantley Capital Corp. The Order finds that on Sept. 14, 2009, the United States District Court for the Northern District of Ohio entered a final judgment permanently enjoining Keplinger, by consent, from violating Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 13a-14, 13b2-1, and 13b2-2 thereunder, and from aiding and abetting violations of Exchange Act Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and Rules 13a-1 and 13a-13 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act. Keplinger was also ordered to pay a $50,000 civil money penalty and was barred from serving as an officer or director of a publicly-traded company for five years. Keplinger consented to the entry of the final judgment without admitting or denying the allegations in the complaint.
According to the Order, the Commission finds that the Commission's complaint alleged that, among other things, in Brantley Capital's Forms 10-Q and 10-K for the period 2002 to 2005, Keplinger knowingly or recklessly overstated the value of two companies, Flight Options International (FOI) and Disposable Products Company (DPC), that together represented over one-half of Brantley Capital's investment portfolio. The complaint alleges that Keplinger also knowingly or recklessly made material misrepresentations and failed to make required disclosures regarding FOI and DPC to Brantley Capital's board of directors and to investors in Brantley Capital's public filings.
Based on the permanent injunction, the Order suspends Keplinger from appearing or practicing before the Commission as an accountant with a right to apply for reinstatement after five years from the date of the Order and bars Keplinger from association with any investment adviser with a right to reapply for association after one year from the date of the Order. Keplinger consented to the issuance of the Order without admitting or denying the findings in the Order. The civil action in the Northern District of Ohio is entitled SEC v. Brantley Capital Management, LLC, et al., Civil Action Number 1:09-CV-01906 (JSG). (Rel. 34-60898; IA-2942; AAE Rel. 3061; File No. 3-13669)
Commission Revokes Registration of Securities of Roast "N" Roll Restaurants of the Past, Inc. for Failure to Make Required Periodic Filings
On Oct. 29, 2009, the Commission revoked the registration of each class of registered securities of Roast "N" Roll Restaurants of the Past, Inc. (Roast "N" Roll) 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, Roast "N" Roll 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 Roast "N" Roll 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 Roast "N" Roll's securities pursuant to Section 12(j) of the Exchange Act. This order settled the proceedings brought against Roast "N" Roll in the Matter of Regeena Resources, Inc., et al., Administrative Proceeding File No. 3-13634.
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 further 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 Regeena Resources, Inc., et al., Administrative Proceeding File No. 3-13634, Exchange Act Release No. 60742, Sept. 29, 2009. (Rel. 34-60900; File No. 3-13634)
Judgment of Permanent Injunction and Other Relief Entered Against Defendant Brian J. Taglieri
The Commission announced that on Oct. 27, 2009, the Honorable Kenneth L. Rsykamp, United States District Court Judge for the Southern District of Florida, entered a judgment of permanent injunction and other relief against Brian J. Taglieri. Taglieri has consented to the entry of an injunction against 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. In addition to injunctive relief, the Judgment provides for disgorgement and the imposition of a civil penalty in amounts to be determined by the Court upon the Commission's motion.
Previously, the Commission filed a complaint against Taglieri and others alleging that they ran a Ponzi scheme and affinity fraud that targeted Haitian-American investors residing primarily in South Florida. [SEC v. HomePals, LLC, HomePals Investment Club, LLC, Ronnie Eugene Bass, Jr., Abner Alabre and Brian J. Taglieri, Civil Action No. 09-CV-81524-Ryskamp/Vitunac (S.D. Fla.)] (LR-21265)
SEC Brings Emergency Action to Halt an Ongoing Offering Fraud and Obtains Temporary Restraining Orders and Asset Freezes
The Securities and Exchange Commission announced today that on Oct. 28, 2009, it filed an emergency action to halt an ongoing fraud involving the sale of stock in Amante Corporation by Amante, Commonwealth Capital Management, Inc., (Commonwealth) a boiler room operation located at Lauderdale by the Sea, and Edward M. Denigris, the principal of Amante and Commonwealth and a resident of Ft. Lauderdale, Florida. The Commission charged also charged William D. Dyer, a resident of Pompano Beach, Florida, who participated in the sale of Amante stock, and charged as relief defendants MVC Group LLC and East Coast Bullion Exchange, Inc. Acting on the Commission's request for emergency relief, on Oct. 28, 2009, Judge James I. Cohn of the United States District Court for the Southern District of Florida issued temporary restraining orders, asset freezes, and other relief against the defendants. The Court also appointed Soneet Kapila as Receiver over Amante, Commonwealth, and the relief defendants.
The Commission's complaint alleges that, from at least at least May 2008 to the present, Amante, Commonwealth, Denigris, and Dyer raised at least $2.3 million from investors by offering and selling Amante common stock in unregistered transactions. According to the complaint, defendants told investors that an initial public offering (IPO) of Amante's stock was imminent, and that once the stock began trading publicly, the price per share could increase as much as one hundred times. These claims were false or misleading because Amante had not filed a registration statement or conducted any other necessary steps to even begin that process. In addition, there was no basis for the defendants' statements about the high returns investors would realize on their investment in Amante stock because those statements were predicated on a fictitious IPO and Amante has no current or future business prospects to support such an increase in its stock price. The complaint also alleges that Commonwealth, Denigris, and Dyer acted as unregistered broker-dealers in selling Amante shares to investors. Moreover, Denigris misappropriated the majority of investor funds both by making large, undisclosed transfers to himself for personal expenses and transferring money to individuals working at Commonwealth.
The Commission's complaint alleges that Amante, Commonwealth, and Denigris violated Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder; that Amante and Denigris violated Sections 5(a) and 5(c) of the Securities Act; and that Commonwealth, Denigris, and Dyer violated Section 15(a) of the Exchange Act. The Court's October 28 Order provides that the temporary restraining order and asset freeze would remain in effect until Nov. 6, 2009, at which time the Court scheduled a hearing on the Commission's motion for a preliminary injunction. In addition to the interim relief already granted by the Court, the Commission seeks a final judgment against the defendants enjoining them from future violations of the foregoing antifraud and securities registration laws, ordering them to disgorge all ill-gotten gains, and assessing civil penalties. [SEC v. Amante Corporation, Commonwealth Capital Management, Inc., Edward M. Denigris, and William D. Dyer] (LR-21266)
INVESTMENT COMPANY ACT RELEASES
Evergreen Income Advantage Fund, et al.
An order has been issued on an application filed by Evergreen Income Advantage Fund, et al., under Section 6(c) of the Investment Company Act for an exemption from Section 19(b) of the Act and Rule 19b-1 under the Act. The order permits certain registered closed-end management investment companies to make periodic distributions of long-term capital gains (i) with respect to their common stock as frequently as monthly in any one taxable year, and (ii) with respect to their preferred stock as frequently as required by the terms of such preferred stock. (Rel. IC-28985 - October 27)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by NASDAQ OMX BX (SR-BX-2009-067) to extend the effective date of and expand the Penny Pilot Program on the Boston Options Exchange Facility 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 Nov. 2, 2009. (Rel. 34-60886)
Proposed Rule Changes
NYSE Amex filed a proposed rule change (SR-NYSEAmex-2009-76) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 amending NYSE Amex Equities Rule 70 in order to update d-Quote functionality and provide for e-Quotes to peg to the National Best Bid or Offer. Publication is expected in the Federal Register during the week of Nov. 2, 2009. (Rel. 34-60887)
The New York Stock Exchange filed a proposed rule change (SR-NYSE-2009-106) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 amending Rule 70 in order to update d-Quote functionality and provide for e-Quotes to peg to the National Best Bid or Offer. Publication is expected in the Federal Register during the week of Nov. 2, 2009. (Rel. 34-60888)
Approval of Proposed Rule Change
The Commission approved a proposed rule change (SR-DTC-2009-13) submitted under Rule 19b-4 by The Depository Trust Company that modifies the timing when an issuer of certain municipal securities or its agent notifies DTC of a redemption or an advance refunding of such municipal securities. Publication is expected in the Federal Register during the week of Nov. 2, 2009. (Rel. 34-60889)
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