Securities and Exchange Commission Suspends Trading in the Securities of Nine Issuers for Failure to Make Required Periodic Filings
The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on June 15, 2010, and terminating at 11:59 p.m. EDT on June 28, 2010.
The Commission temporarily suspended trading in the securities of these nine 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) 551-5720. 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. 34-62291)
Following is a schedule of Commission meetings, which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration.
Open meetings will be held in the Auditorium, Room L-002 at the Commission's headquarters building, 100 F Street, N.E., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting.
Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact SECInterpreter@SEC.gov at least three business days in advance. For any other reasonable accommodation related disability contact DisabilityProgramOfficer or call 202-551-4158.
Open Meeting - Tuesday, June 22, 2010 - 1:00 p.m.
The Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues will hold an Open Meeting on Tuesday, June 22, 2010. The meeting will be open to the public, with seating on a first-come, first-served basis. Doors will open at 12:30 p.m. Visitors will be subject to security checks.
The agenda for the meeting includes: (i) committee organizational matters; (ii) testimony by representatives from various exchanges and firms regarding the market events of May 6; (iii) updates from staff; and (iv) discussion of next steps for the Committee. For further information, please contact the Office of the Secretary at (202) 551-5400.
RULES AND RELATED MATTERS
Temporary Conditional Exemption Pursuant to Section 36 of the Exchange Act
The Commission extended a temporary exemption granted to the International Securities Exchange, subject to certain conditions, under Section 36 of the Exchange Act from the rule filing procedures of Section 19(b) of the Exchange Act in connection with the ISE Holdings, Inc.'s equity interest in Direct Edge Holdings, LLC. Publication is expected in the Federal Register during the week of June 14. (Rel. 34-62280)
Commission Orders Hearings on Registration Suspension or Revocation Against Nine Companies for Failure to Make Required Periodic Filings
In conjunction with today's trading suspension, the Commission 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 nine companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the nine 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. 34-62292; File No. 3-13940)
In the Matter of United American Ventures, LLC
On June 14, 2010, the Securities and Exchange Commission filed charges against United American Ventures, LLC (UAV), Philip Lee David Jack Thomas, Eric J. Hollowell, Matthew A. Dies, Integra Investment Group, LLC (Integra) and Anthony J. Oliva in connection with a fraudulent scheme involving the offer and sale of purported "convertible bonds" issued by UAV. The SEC's complaint, filed in federal court in Albuquerque, alleges that between July 2007 and November 2009, UAV, based in Irvine, California, and its principals, Thomas and Hollowell, along with its investor relations associate, Dies, sold approximately $10 million in bonds to approximately 100 individual investors in various states. Integra, formerly of Albuquerque, New Mexico, which was owned and controlled by Oliva, used a website and held investment seminars to solicit investors for UAV.
The SEC's complaint alleges that the defendants misrepresented and concealed numerous material facts in communications with investors. They assured investors, for example, that UAV had a strong track record of profiting from medical-related investments and that investors would earn a guaranteed 25 percent annual return on UAV's bonds. In reality, UAV had no such record or experience, and never earned a return from any investment. Instead, UAV used nearly all of the money it raised from investors for purposes other than investments in medical ventures, such as paying exorbitant salaries and benefits to Thomas and Hollowell, paying referral fees to Integra and Oliva, and making Ponzi-type interest payments to investors. Further, the defendants misrepresented Thomas' venture capital experience and educational background, and failed to inform investors that Thomas was previously barred by a California court from being involved in any securities offering.
Without admitting or denying the allegations in the Commission's complaint, the defendants each consented to final judgments permanently enjoining them from 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 (Exchange Act) and Rule 10b-5 thereunder. Thomas, Hollowell, Dies, and Oliva also consented to be permanently enjoined from violations of Section 15(a)(1) of the Exchange Act. The Commission's complaint also seeks disgorgement, prejudgment interest, and civil penalties from all of the defendants, as well as another entity controlled by Thomas, All American Capital Corporation, which will be determined by the court. [SEC v. United American Ventures, LLC, Philip Lee David Jack Thomas, Eric J. Hollowell, Matthew A. Dies, Integra Investment Group, LLC, and Anthony J. Oliva, United States District Court for the District of New Mexico, Civil Action No. 1:10-cv-00568] (LR-21556)
INVESTMENT COMPANY ACT RELEASES
Kinetics Mutual Funds, Inc., et al.
An order has been issued on an application filed by Kinetics Mutual Funds, Inc., et al. under Section 6(c) of the Investment Company Act for an exemption from Rule 12d1-2(a) under the Act. The order permits funds of funds relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-29297 - June 14)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change (SR-CBOE-2010-051) filed by the Chicago Board Options Exchange relating to PULSe fees 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 June 14. (Rel. 34-62286)
JOINT INDUSTRY PLAN RELEASES
Order Approving the Fifteenth Substantive Amendment to the Second Restatement of the Consolidated Tape Association Plan and Eleventh Substantive Amendment to the Restated Consolidated Quotation Plan
The Commission approved amendments to the Consolidated Tape Association (CTA) Plan and Consolidated Quotation (CQ) Plan (SR-CTA/CQ-2009-03) to establish a fixed annual fee for the Network B Administrator. Publication is expected in the Federal Register during the week of June 14. (Rel. 34-62289)
SECURITIES ACT REGISTRATIONS
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