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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2011-93
May 13, 2011

Commission announcements

SEC Charges Investment Adviser With Defrauding Investors In Two Upstate New York Real Estate Funds

The Securities and Exchange Commission today charged a Monticello, N.Y.-based investment adviser with fraudulently offering and selling securities in two upstate New York real estate funds he managed.

The SEC alleges that Lloyd V. Barriger told investors in the Gaffken & Barriger Fund (G&B Fund) that it was a relatively safe and liquid investment that generated a minimum return of 8 percent per year. However, the fund’s actual performance did not justify these performance claims. The SEC further alleges that Barriger defrauded investors in Campus Capital Corp. by raising money from them to prop up the ailing G&B Fund without disclosing that was how their money was actually being used. Barriger also caused Campus to engage in other transactions that personally benefitted him, unbeknownst to Campus investors.

“In the midst of the credit crisis, Barriger chose to lie about the solvency and liquidity of his fund rather than admit the somber truth of a collapsing business,” said George Canellos, Director of the SEC’s New York Regional Office. “He continued to solicit new investor funds based on the same misrepresentations up until the day before the fund collapsed.”

According to the SEC’s complaint filed in federal court in Manhattan, the G&B Fund raised approximately $20 million from January 1998 to March 2008, and Campus raised approximately $12 million from October 2001 to July 2008. Barriger froze the G&B Fund in March 2008 and disclosed its true financial condition to investors.

The SEC’s complaint alleges that Barriger misused G&B Fund assets by causing the fund to pay cash distributions of “Preferred Returns” to those investors who requested them. Barriger also caused the fund to redeem investors at values reflecting the purported accrued 8 percent per year return when the fund lacked the income to support those allocations and payments.

According to the SEC’s complaint, Barriger caused Campus to inject a total of nearly $2.5 million into the G&B Fund between August 2007 and April 2008 when the G&B Fund was in distress. Barriger did not disclose this information to investors.

The SEC’s complaint alleges that Barriger violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940.

In its complaint, the SEC seeks a final judgment permanently enjoining Barriger from future violations of the foregoing provisions and ordering him to pay civil penalties and disgorgement of ill-gotten gains with prejudgment interest.

The SEC acknowledges the assistance of the U.S. Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation.

For more information about this enforcement action, contact:

Andrew M. Calamari
Associate Director, Enforcement – SEC’s New York Regional Office
(212) 336-0042

Leslie Kazon
Assistant Director, Enforcement – SEC’s New York Regional Office
(212) 336-0107

(Press Rel. 2011-111; LR-21968)

Commission Meetings

Closed Meeting on Thursday, May 19, 201, at 2:00 p.m.

The subject matter of the Closed Meeting scheduled for Thursday, May 19, 2011, will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; 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

Commission Sustains Disciplinary Action Against Gremo Investments, Inc.

The Commission has sustained disciplinary action against Gremo Investments, Inc., a Financial Industry Regulatory Authority, Inc. (FINRA) member firm. The Commission found that the Firm violated Section 17(e) of the Securities Exchange Act of 1934 and Rule 17a-5 thereunder, and FINRA Rule 2010, by filing an annual report that was audited by an accounting firm that was not registered with the Public Company Accounting Oversight Board (PCAOB).

In sustaining the suspension and $1,000 fine imposed on the Firm, the Commission emphasized that the reporting rules "are not technical but involve fundamental safeguards imposed for the protection of the investing public on those who wish to engage in the securities business." The Commission also found that the sanctions are remedial because they will impress upon the Firm and others the importance of filing annual reports that are audited by PCAOB-registered firms in compliance with the federal securities laws and protect the investing public by reducing the likelihood of any recurrence of a violation. (34-64481; File No. 3-14093)

In the Matter of Bio-Life Labs, Inc.

On May 13, 2011, an Administrative Law Judge issued an Order Setting Prehearing Conference and Making Findings and Revoking Registrations of Five Respondents by Default (Default Order) in Bio-Life Labs, Inc., Admin. Proc. No. 3-14271. The Default Order sets a prehearing conference on June 24, 2011, to determine the status of Calais Resources, Inc.’s delinquent periodic reporting, and finds that five 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 each failed to make periodic filings with the Commission for a number of years. Based on these findings, the Default Order, pursuant to Section 12(j) of the Exchange Act, revokes the registration of each class of registered securities of BSI2000, Inc., EGX Funds Transfer, Inc., Fischer Imaging Corp., Great Western Land Recreation, Inc. (a/k/a Great Western Land and Recreation, Inc.), and id-Confirm, Inc. (Rel. 34-64482; File No. 3-14271)

Investment Adviser, Transfer Agent Sanctioned

The registration of FreedomTree Mutual Funds and Asset Management, LLC, d/b/a FreedomTree Asset Management, LLC (FreedomTree), as an investment adviser and the registration of Spence-Lingo & Company, Ltd., d/b/a FreedomTree Transfer Agency (Spence-Lingo), as a transfer agent have been revoked. Additionally, each has been ordered to pay a civil penalty of $325,000 and to cease and desist from violating various antifraud and recordkeeping provisions of the securities laws. The two entities are owned by Jermaine Ezekiel Spence. FreedomTree falsely held itself out as a successful investment adviser with millions of dollars in assets under management when it had no clients, revenues, or assets under management that would even qualify it for registration with the Securities and Exchange Commission as an investment adviser. FreedomTree also represented that it was part of a larger financial group that included a transfer agent providing clearing services to corporate and government issuers, but Spence-Lingo, in fact, provided no clearing services as represented. Additionally, FreedomTree and Spence-Lingo did not allow Commission staff to examine their operations and failed to respond to the staff’s requests for documents and information. The sanctions were ordered in an administrative proceeding before an administrative law judge. (Rel. 34-64483, IA-3202; File No. 3-14082)

Commission Sustains FINRA’s Findings of Violation Against and Imposition of a Nine-Month Suspension and $77,500 Fine on Harry Friedman

The Commission has sustained FINRA's findings that Harry Friedman, formerly a general securities representative and general securities principal associated with former FINRA member firm First Montauk Securities Corp., engaged in private securities transactions without prior written notice to First Montauk. The Commission found that Friedman's involvement in these transactions constituted violations of NASD Conduct Rules 3040 and 2110. The Commission found that the $77,500 fine and nine-month suspension that FINRA imposed were not excessive or oppressive sanctions for Friedman's violations. (Rel. 34-64486; File No. 3-14016)

Commission Sustains NYSE Disciplinary Action Against Philip L. Spartis and Amy J. Elias

The Commission sustained NYSE disciplinary action against Philip L. Spartis and Amy J. Elias, former registered representatives of Salomon Smith Barney, Inc., an NYSE member firm. The Commission also sustained the censures NYSE imposed against Spartis and Elias.

The Commission found that Spartis and Elias caused their firm to violate NYSE's public communications rule by sending marketing materials to their customers, then-employees of WorldCom, Inc., that omitted material facts and were misleading. During the period from 1998 to 2001, according to the Commission, Spartis and Elias provided assistance to their customers in the exercise of employee stock options granted to them by WorldCom. In so doing, Spartis and Elias distributed a document, titled the "Exercise & Hold vs Exercise & Sell Analysis," that encouraged customers to exercise their WorldCom stock options and hold the resulting stock for at least a year, rather than exercising their options and immediately selling the stock in the market. The document further assumed an ever-increasing appreciation in WorldCom's stock price, which was consistent with Smith Barney's then-telecommunications analyst Jack Grubman's projections, and encouraged customers, as part of the holding strategy, to use margin loans to fund the transactions. Subsequently, however, the predicted stock price increases "never materialized," producing heavy customer losses.

The Commission agreed with the NYSE that the document was materially misleading, under NYSE's public communications rule, by "'present[ing] an unduly optimistic picture of the potential gains' that would result under the . . . hold[ing] strategy and by failing to include any downside risk analysis." According to the Commission, it was particularly "troubled by the omission of information" in the document "regarding the potential adverse consequences of financing these transactions on margin," noting that "transactions effected on margin . . . entail substantial risks." In upholding NYSE's sanction, the Commission stated that Spartis's and Elias's distribution of the one-sided document to their customers "thwarted" "an important policy objective" of "provid[ing] full and fair disclosure" to investors. (Rel. 34-64489; File No. 3-13979)

Commission Declares Decision as to Frank L. Constantino Final

The decision of an administrative law judge barring Frank L. Constantino from association with any broker or dealer has become final. The law judge found that on Feb. 3, 2010, that Frank L. Constantino was found guilty by the Superior Court of Cobb County, Georgia, of six counts of violations of the Georgia Securities Act, which involved the offer and sale of securities, and three counts of theft of investor funds, among other violations, in State v. Constantino, No. 09-9-5301-42.

In May 2002, Constantino sold "units" of Belize Development Trust II to a seventy-six year old woman, whom he falsely assured that the investment was guaranteed, carried a substantial rate of return, and could not lose money. Constantino used part of the $1.15 million received from this investment for his own personal use. He was found guilty of two counts of securities law violations, for antifraud and registration violations, and one count of theft.

In February and March 2003, Constantino sold "stock" in Caye International Bank to the now seventy-seven year old woman. He willfully omitted a material fact necessary to prevent misleading the investor and then unlawfully appropriated the $500,000 that she invested for his own personal use. He was found guilty of one count of securities antifraud violations and two counts of theft.

Lastly, in May 2003, Constantino sold, to the same woman, "interests" in another Belize Land Development Trust. The "interests" were unregistered securities. Constantino was not registered to sell securities in Georgia at that time. He also failed to disclose that he was subject to a Missouri Cease and Desist Order for making an untrue statement of material fact in connection with the sale of a security. He was found guilty of two counts of securities registration violations and one count of antifraud violations.

Constantino was sentenced to 20 years in prison and ordered by the court to pay $2.5 million in restitution. He is currently incarcerated at the Georgia Diagnostic and Classification Prison located in Jackson, Georgia. (Rel. 34-64490; File No. 3-14051)

In the Matter of Gregory L. Oldham

On May 13, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Gregory L. Oldham (Oldham). The Order finds that from August 18, 2004 through December 31, 2008, Oldham was a registered representative at Advanced Planning Securities, Inc., a registered broker-dealer, from at least June 1, 2004 until February 24, 2009. The Order further finds that on April 20, 2011, a final judgment was entered by consent against Oldham, permanently enjoining him from violating the registration provisions of the federal securities laws in the civil action entitled SEC v. Charles C. Slowey et al., Civil Action Number 09 Civ. 4547 (LDW) (ETB), in the United States District Court for the Eastern District of New York.

The Order further finds that the Commission’s complaint in that action alleges that, from approximately March 2004 through August 2006, Oldham offered and sold securities for which there was no registration statement in effect and for which no exemption from the registration requirements applied.

Based on the above, the Order bars Oldham from association with any broker, dealer, or investment adviser with the right to reapply for association after eighteen months to the appropriate self-regulatory organization, or if there is none, to the Commission. Oldham consented to the issuance of the Order without admitting or denying any of the findings in the Order, except he admitted the entry of the injunction. (Rel. 34-64491; IA-3203; File No. 3-14381)

In the Matter of Michael P. Watson

On May 13, 2011, 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 (Order) against Michael P. Watson (Watson). The Order finds that Watson does not hold any securities licenses, and that on April 26, 2011, a judgment was entered by consent against Watson, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. Mike Watson Capital, LLC, et al., Civil Action Number 2:11-cv-00275 (DB), in the United States District Court for the District of Utah. The Order further finds that the Commission’s complaint in the civil action alleged that, among other things, Watson and others engaged in the offering of Mike Watson Capital, LLC (MWC) securities, which were not registered with the Commission as required under the law, and made materially false representations to investors regarding, among other things, the intended use of the proceeds from the sale of such securities, and the real estate holdings, equity, and positive cash flow from operations of MWC, in contravention of the antifraud provisions of the federal securities laws.

Based on the above, the Order bars Watson from association with any broker or dealer, investment adviser, municipal securities dealer, or transfer agent, and also bars Watson from participating in any offering of a penny stock. Watson consented to the issuance of the Order without admitting or denying any of the findings in the Order, except he admitted the entry of the injunction. (Rel. 34-64492; File No. 3-14382)

In the Matter of Daniel M. Hughes

On May 13, 2011, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933, Section 21C of the Securities Exchange Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) as to Daniel M. Hughes. The Order finds that from May 2008 to April 2009, Hughes, a principal and director of a registered investment adviser, made oral misrepresentations to one of his investment advisory clients in order to conceal $3.6 million in index options trading losses incurred by Hughes. During this same period, Hughes falsified several of the client’s brokerage account statements and delivered these falsified statements to the client’s private banker.

Based on the above, the Order (1) requires Hughes to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940; (2) bars Hughes from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and prohibiting him from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person of such investment adviser, depositor, or principal underwriter; and (3) imposes disgorgement of $8,475 and prejudgment interest of $604, but waives payment of such amount and does not impose a civil penalty based upon the sworn representations in Hughes’s Statement of Financial Condition. Hughes consented to the issuance of the Order without admitting or denying any of the findings in the Order. (Rels. 33-9207; 34-64493; IA-3204; IC-29669; File No. 3-14383)

Court Enters Judgment of Permanent Injunction Against Luis Felipe Perez and the Commission Dismisses Its Money Claims Against Perez in Light of His 10-Year Prison Sentence and $14 Million Restitution Orders in Parallel Criminal Action

The Commission announced that on May 9, 2011, the Honorable Jose E. Martinez, United States District Court Judge for the Southern District of Florida, entered judgment of permanent injunction against Luis Felipe Perez. Perez consented to the entry of an injunction against future 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 thereunder. In addition, the Commission dismissed its claims for disgorgement, prejudgment interest, and a civil penalty against Perez based on his criminal sentences and restitution orders in Case Nos. 10-20584-CR and 10-20411-CR before the Southern District of Florida.

On June 2, 2010, the Commission filed its complaint against Perez alleging that he orchestrated a $40 million Ponzi scheme with funds primarily raised from investors in the Miami Hispanic community to purportedly support jewelry businesses and pawn shops. [SEC v. Luis Felipe Perez, Case No. 1:10-CV-21804-Martinez/McAliley (S.D. Fla.)] (LR-21965)

SEC Charges Thor Industries With Violating Commission Cease-and-Desist Order and Charges Former VP of Finance of Thor Subsidiary With Securities Fraud

On May 12, 2011, the Securities and Exchange Commission filed a settled enforcement action in United States District Court for the District of Columbia charging Ohio-based producer of recreational vehicles Thor Industries, Inc. with issuer reporting, record-keeping, and internal control violations. Thor has agreed to be permanently enjoined and to pay a $1 million civil penalty for violating a 1999 Commission cease-and-desist Order prohibiting violations of the books and records and internal controls provisions. In the Matter of Thor Industries, Inc., Exchange Act Release No. 42021 (Oct. 18, 1999). The SEC also charged Mark C. Schwartzhoff, a former Vice President of Finance at Thor’s Dutchmen Manufacturing, Inc. subsidiary, with securities fraud and other violations. Schwartzhoff has agreed to be permanently enjoined, to be permanently barred from serving as an officer or director of a public company, and to be permanently suspended from appearing or practicing before the Commission as an accountant. Schwartzhoff also agreed to pay disgorgement of $394,830, which shall be deemed satisfied by the entry of a restitution order against Schwartzhoff in a parallel criminal case.

The SEC’s complaint alleges that from approximately December 2002 to January 2007, while serving as the senior financial officer of Dutchmen, one of Thor’s principal operating subsidiaries, Schwartzhoff engaged in a fraudulent accounting scheme to understate Dutchmen’s cost of goods sold in order to avoid recognizing inventory costs that were not reflected in Dutchmen’s financial accounting system. Instead of properly recording increased cost of goods sold, Schwartzhoff concealed the costs in various balance sheet accounts by making baseless manual journal entries to falsify the financial statements and other records he provided to Thor. To cover-up his false entries, the complaint alleges that Schwartzhoff created false supporting documentation and false account reconciliations. Schwartzhoff also submitted false documents and information to Thor’s external auditor.

As alleged in the complaint, Schwartzhoff’s fraud overstated Dutchmen’s pre-tax income by nearly $27 million from fiscal year 2003 to the second quarter of fiscal 2007, and allowed him to obtain nearly $300,000 in ill-gotten bonuses. In June 2007, Thor filed restated financial statements for fiscal years 2004 to 2006, each of the quarters of fiscal 2005 and 2006, and the first quarter of fiscal 2007, reducing its pre-tax income by approximately $26 million in the aggregate.

The SEC’s complaint further alleges that Thor failed to maintain accurate books and records and adequate internal accounting controls in violation of a 1999 Commission cease-and-desist Order. The Order directed Thor to cease and desist from committing future books and records and internal controls violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 (“Exchange Act”), based on similar misconduct and internal control deficiencies that occurred over four years at a different Thor subsidiary.

The complaint alleges that Thor’s failure to implement adequate internal controls after the 1999 Order provided Schwartzhoff the opportunity to commit his fraud without detection. In particular, Thor failed to adequately implement and verify certain key segregation of duties within accounting and financial functions at Dutchmen, which allowed Schwartzhoff to have unfettered access rights to Dutchmen’s accounting system, the ability to create, enter and approve manual journal entries, and the ability to create and approve account reconciliations. As a result, Schwartzhoff was able to make fraudulent journal entries in various accounts and to disguise these entries through account reconciliations and supporting documents that he falsified. In addition, as alleged in the complaint, Thor failed adequately to monitor and verify account reconciliations and account information that Schwartzhoff submitted in reporting Dutchmen’s financial results. Thor also failed to implement an effective internal audit function for Dutchmen.

As the SEC’s complaint alleges, after Schwartzhoff's fraud came to light, Thor concluded that the internal control failures at Dutchmen constituted a material weakness in Thor’s internal controls over financial reporting. Thor also determined that similar lack of segregation of duties existed in varying degrees at each of its subsidiaries. For example, senior accounting officers (Controllers and Vice Presidents of Finance) at numerous subsidiaries had the ability to create, enter, and approve journal entries and reconciliations in accounts such as accounts receivable, accounts payable, and cash. At all but one subsidiary, various individuals had inappropriate access rights to accounting and information systems, including “super user” access by senior accounting officers at some subsidiaries. In addition, the complaint alleges Thor also determined that it lacked sufficient corporate level monitoring of account reconciliations for all of its subsidiaries.

Without admitting or denying the allegations in the complaint, Thor has consented to the entry of a final judgment: (1) requiring it to comply with the 1999 cease-and-desist Order; (2) permanently enjoining it from violating Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder; (3) ordering it to pay a $1 million penalty pursuant to Exchange Act Section 21(d)(3) for violating the 1999 Order; and (4) ordering it to hire an independent consultant to review and evaluate certain of its internal controls and record-keeping policies and procedures.

Without admitting or denying the allegations in the complaint, Schwartzhoff has consented to the entry of a final judgment: (1) permanently enjoining him from violating Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1, and 13b2-2 thereunder, and from aiding and abetting violations of Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) and Rules 12b-20, 13a-1 and 13a-13 thereunder; (2) ordering him to pay disgorgement of $299,805 plus prejudgment interest of $95,025, for a total of $394,830, with payment of this amount to be deemed satisfied by the entry of a restitution order against Schwartzhoff in a parallel criminal case that is equal to or greater than $394,830; and (3) permanently barring him from serving as an officer or director. Schwartzhoff also consented to the issuance of an order pursuant to Rule 102(e) of the Commission’s Rules of Practice, permanently suspending him from appearing or practicing before the Commission as an accountant.

These settlements are subject to the approval of the United States District Court for the District of Columbia. The settlement with Thor takes into account the company’s self-reporting and significant cooperation in the SEC’s investigation.

Separately, on May 12, 2011 the United States Attorney’s Office for the Northern District of Indiana filed a related criminal action against Schwartzhoff, and Schwartzhoff agreed to plead guilty to an Information charging him with one count of wire fraud and to pay restitution of approximately $1.9 million.

The SEC’s investigation was conducted by Tim England, Margaret McGuire, Michael Lim, and Stephen Kaiser in the SEC’s Enforcement Division in Washington, DC.

[SEC v. Thor Industries, Inc., and Mark C. Schwartzhoff, Case No. 1:11-cv-00889-RMC (D.D.C.] (LR-21966; AAE Rel. 3280)

SEC Brings Civil Action Against Advanced Optics Electronics, Inc., Its Former Chairman Leslie S. Robins, and Stock Seller Jason Claffey For Engaging in an Unlawful Public Offering

In an action brought in federal district court, the Securities and Exchange Commission on February 25, 2011, charged Advanced Optics Electronics, Inc. (ADOT), its former Chairman Leslie S. Robins, JDC Swan, Inc. and its former President, Jason Claffey with engaging in an unlawful public offering of the securities of ADOT, a development stage Nevada corporation located in New Mexico.

The Commission’s complaint, filed in the U.S. District Court for the Southern District of New York, alleges that from at least as early as January 2006, through June 2007, ADOT, acting through Robins, issued a total of over 9.8 billion shares of ADOT to JDC Swan through the use of purchase agreements that represented falsely that the shares were registered and free trading. The complaint further alleges that Claffey arranged to have the ADOT shares sold through a securities account he established at Divine Capital Markets, LLC, a registered broker-dealer located in New York. According to the SEC’s complaint, the defendants raised over $2 million through the offer and sales of ADOT shares into public market without a registration statement on file, or declared effective by the SEC. The complaint alleges that Claffey acquired the shares with a view to distribution and that there was no applicable exemption from registration to the offers and sales.

According to the SEC’s complaint, Claffey retained approximately 30% of the proceeds of the ADOT sales and wired the remainder to an ADOT account controlled by Robins. The complaint further alleges that ADOT, Robins, JDC Swan and Claffey’s offers and sales of ADOT shares violated Sections 5(a) and (c) of the Securities Act.

The SEC’s complaint against ADOT, Robins, JDC Swan and Claffey seeks a final judgment permanently enjoining the defendants from future violations of the Sections 5(a) and (c) and ordering them to pay civil money penalties, disgorge their ill gotten gains, plus prejudgment interest, and prohibiting them from participating in an offering of penny stock pursuant to Section 20(g) of the Securities Act

The Commission also instituted related cease-and-desist and administrative proceedings against registered broker-dealer Divine Capital Markets, LLC (Divine Capital), its CEO and President Danielle Hughes, and Divine Capital employee, Michael Buonomo. In the Matter of Divine Capital Markets, Danielle Hughes and Michael Buonomo, Release No. 34-63980 (Feb. 25, 2011). In the contested proceedings, the Commission’s Division of Enforcement alleges that Divine and Buonomo each violated sections 5(a) and (c) of the Securities Act and that Hughes and Divine failed to supervise Buonomo with a view to preventing his violations. The Division seeks administrative sanctions, penalties and disgorgement against all three respondents. [SEC v. Advanced Optics Electronics, Inc., Leslie S. Robins, JDC Swan, Inc. and Jason Claffey, Civil Action No. 11-cv-1321, USDC, SDNY] (LR-21967)

Self-regulatory organizations

Proposed Rule Changes

BATS Exchange has filed a proposed rule change (SR-BATS-2011-015) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to amend BATS Rule 11.9, entitled “Orders and Modifiers” and BATS Rule 11.13, entitled “Order Execution.” Publication is expected in the Federal Register during the week of May 16. (Rel. 34-64475)

BATS Y-Exchange has filed a proposed rule change (SR-BYX-2011-009) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to amend BYX Rule 11.9, entitled “Orders and Modifiers” and BYX Rule 11.13, entitled “Order Execution.” Publication is expected in the Federal Register during the week of May 16. (Rel. 34-64476)

Approval of Proposed Rule Change

The Commission granted approval to a proposed rule change filed by NASDAQ OMX PHLX (SR-Phlx-2011-28), under Section 19(b)(2) of the Securities Exchange Act of 1934 Expanding the Number of Components in the Phlx Oil Service SectorSM, known as OSXSM, and Changing the Weighting Methodology from Price-Weighted to Capitalization-Weighted. Publication is expected in the Federal Register during the week of May 16. (Rel. 34-64478)

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.

S-8     Brookfield Residential Properties Inc., 
        416-956-5240 - 7,000,000 ($67,987,872.00) Equity, (File 333-174115 - 
        May. 11) (BR. 06A)

N-2     Oaktree Finance, LLC, C/O OAKTREE CAPITAL MANAGEMENT, L.P., 
        (213) 830-6213 - 0 ($125,000,000.00) Equity, (File 333-174117 - 
        May. 11) (BR. 18)

        408-943-9700 - 9,796,984 ($349,556,389.12) Equity, (File 333-174118 - 
        May. 11) (BR. 10B)

        817-870-2601 - 0 ($0.00) Non-Convertible Debt, (File 333-174119 - 
        May. 11) (BR. 04C)

S-1     LCT Global Resources Inc, 4790 CAUGHLIN PKWY, STE 387, RENO, NV, 89511, 
        775-851-7397 - 1,440,000 ($14,400.00) Equity, (File 333-174120 - 
        May. 11) (BR. 08)

        L3, 5600, 5,273,274 ($16,505,347.62) Equity, (File 333-174121 - 
        May. 11) (BR. 11C)

S-8     TransDigm Group INC, 1301 EAST 9TH STREET, SUITE 3710, CLEVELAND, OH, 
        44114, 216 706 2939 - 4,000,000 ($331,640,000.00) Equity, 
        (File 333-174122 - May. 11) (BR. 05C)

        P O BOX 810-EXTERNAL RPTG & COMPLIANCE, HERSHEY, PA, 17033-0810, 
        7175344200 - 16,500,000 ($929,775,000.00) Equity, (File 333-174123 - 
        May. 11) (BR. 04B)

        2018043000 - 1,000,000 ($4,570,000.00) Equity, (File 333-174124 - 
        May. 11) (BR. 01C)

        SUITE 100, FORT LAUDERDALE, FL, 33309, 9549581200 - 
        0 ($43,084,000.00) Equity, (File 333-174125 - May. 11) (BR. 01C)

S-8     SavWatt USA, Inc., 6801 EASTERN AVENUE, SUITE 203, BALTIMORE, MD, 
        21224, 866 641 3507 - 18,000,000 ($36,000.00) Equity, 
        (File 333-174126 - May. 11) (BR. 06B)

        L3, 5600, 510,575 ($1,598,099.75) Equity, (File 333-174127 - May. 11) 
        (BR. 11C)

        LAS VEGAS, NV, 89169, 7025677000 - 0 ($101,553,408.00) Equity, 
        (File 333-174128 - May. 11) (BR. 08A)

        781-221-2266 - 0 ($10,309,858.87) Equity, (File 333-174129 - May. 11) 
        (BR. 10B)

S-1     USA Synthetic Fuel Corp, 312 WALNUT STREET, SUITE 1600, CINCINNATI, OH, 
        45202, (513) 762-7870 - 5,000,000 ($20,000,000.00) Equity, 
        (File 333-174130 - May. 11) (BR. 02C)

        8085435662 - 0 ($7,791,000.00) Equity, (File 333-174131 - May. 11) 
        (BR. 02C)

S-8     TESORO CORP /NEW/, 19100 RIDGEWOOD PKWY, SAN ANTONIO, TX, 78259-1828, 
        210 626-6000 - 0 ($175,791,527.60) Equity, (File 333-174132 - May. 11) 
        (BR. 04A)

S-8     General Maritime Corp / MI, 299 PARK AVENUE, NEW YORK, NY, 10171, 
        (212) 763-5600 - 7,500,000 ($15,600,000.00) Equity, (File 333-174133 - 
        May. 11) (BR. 05A)

S-1     MedClean Technologies, Inc., 3 TROWBRIDGE DRIVE, BETHEL, CT, 06801, 
        203 798 1080 - 400,000,000 ($1,600,000.00) Equity, (File 333-174136 - 
        May. 11) (BR. 06B)

        98006, 425-519-3755 - 20,000,000 ($400,000.00) Equity, 
        (File 333-174137 - May. 11) (BR. 01B)

        353-1-405-2033 - 0 ($307,443,000.00) Equity, (File 333-174138 - 
        May. 11) (BR. 01C)

Recent 8K Filings

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


Entry into a Material Definitive Agreement


Termination of a Material Definitive Agreement


Bankruptcy or Receivership


Completion of Acquisition or Disposition of Assets


Results of Operations and Financial Condition


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


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


Cost Associated with Exit or Disposal Activities


Material Impairments


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


Unregistered Sales of Equity Securities


Material Modifications to Rights of Security Holders


Changes in Registrant's Certifying Accountant


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


Changes in Control of Registrant


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


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


Temporary Suspension of Trading Under Registrant's Employee Benefit Plans


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


Change in Shell Company Status


ABS Informational and Computational Material.


Change of Servicer or Trustee.


Change in Credit Enhancement or Other External Support.


Failure to Make a Required Distribution.


Securities Act Updating Disclosure.


Regulation FD Disclosure


Other Events


Financial Statements and Exhibits

8-K reports 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.

NAME OF ISSUER                          CODE     8K ITEM NO.          DATE        COMMENT

21ST CENTURY HOLDING CO                 FL       2.02,9.01            05/12/11

3D SYSTEMS CORP                         DE       8.01,9.01            05/12/11

8888 Acquisition CORP                   NV       2.02,9.01            05/12/11

ACCELLENT INC                                    2.02,9.01            05/12/11

ACI WORLDWIDE, INC.                     DE       7.01,9.01            05/12/11

ADA-ES INC                              CO       2.02,9.01            05/12/11

Advanced Life Sciences Holdings, Inc.            8.01,9.01            05/05/11

ADVANT E CORP                           DE       2.02,8.01,9.01       05/12/11

Advaxis, Inc.                           DE       9.01                 05/09/11    AMEND

Aircastle LTD                           D0       8.01,9.01            05/10/11

ALANCO TECHNOLOGIES INC                 AZ       5.07                 05/12/11

ALEXION PHARMACEUTICALS INC             DE       5.07,8.01,9.01       05/11/11

Alexza Pharmaceuticals Inc.             DE       5.02                 05/11/11

ALLETE INC                              MN       5.07,7.01,8.01,9.01  05/10/11

ALLIANT TECHSYSTEMS INC                 DE       7.01                 05/12/11

ALLIED MOTION TECHNOLOGIES INC          CO       2.02,9.01            05/12/11

ALLSTATE CORP                           DE       7.01,9.01            05/12/11

Ally Master Owner Trust                          1.01,8.01,9.01       05/11/11

Alon Refining Krotz Springs, Inc.       DE       8.01                 05/11/11

Alon USA Energy, Inc.                   DE       8.01                 05/11/11

AMBASSADORS GROUP INC                   DE       5.02,8.01,9.01       05/11/11

AMERICAN AIRLINES INC                   DE       7.01                 05/12/11

American Casino & Entertainment Prope   DE       2.02,9.01            05/12/11

AMERICAN FINANCIAL GROUP INC            OH       5.07                 05/11/11

AMERICAN INDEPENDENCE CORP              DE       2.02,9.01            03/31/11

AMERICAN INTERNATIONAL GROUP INC        DE       5.03,5.07,9.01       05/11/11

AMERICAN PACIFIC CORP                   DE       2.02,9.01            05/12/11

AMERISOURCEBERGEN CORP                  DE       5.02,9.01            05/12/11

AMES NATIONAL CORP                      IA       8.01                 05/11/11

AMES NATIONAL CORP                      IA       5.07                 04/27/11    AMEND

AMP Holding Inc.                        NV       1.01,3.02,9.01       05/10/11

AMR CORP                                DE       7.01                 05/12/11

Animal Health International, Inc.       DE       2.02,9.01            05/12/11

APAC CUSTOMER SERVICES, INC             IL       2.02,9.01            05/11/11

API Technologies Corp.                  DE       7.01,9.01            05/12/11

Apollo Global Management LLC            DE       2.02,9.01            05/12/11

APPLIED INDUSTRIAL TECHNOLOGIES INC     OH       8.01                 05/11/11

ARCTIC CAT INC                          MN       2.02,9.01            05/12/11

ARRHYTHMIA RESEARCH TECHNOLOGY INC /D   DE       2.02,9.01            05/11/11

ARROWHEAD RESEARCH CORP                 DE       2.02,9.01            05/12/11

AsherXino Corp                          DE       3.02,9.01            04/04/11

ASTEA INTERNATIONAL INC                 DE       2.02,9.01            05/12/11

ATS CORP                                DE       7.01,9.01            05/12/11

AUBURN NATIONAL BANCORPORATION INC      DE       5.07                 05/10/11

AUTHENTIDATE HOLDING CORP               DE       2.02,9.01            05/12/11

AVENTINE RENEWABLE ENERGY HOLDINGS IN   DE       2.02,9.01            05/12/11

AXESSTEL INC                            NV       2.02,9.01            05/12/11

Babcock & Wilcox Co                     DE       5.07                 05/12/11

Bacterin International Holdings, Inc.   DE       2.02,9.01            05/12/11

BARNES GROUP INC                        DE       5.02,5.07            05/06/11    AMEND

BG Medicine, Inc.                       DE       2.02,8.01,9.01       05/11/11

BIO KEY INTERNATIONAL INC               DE       2.02,9.01            05/12/11

BIOANALYTICAL SYSTEMS INC               IN       1.01,5.03,9.01       05/09/11

BIOCLINICA INC                          DE       5.02,5.07            05/08/11

BIOJECT MEDICAL TECHNOLOGIES INC        OR       2.02,9.01            05/11/11

BLACK BOX CORP                          DE       2.02,9.01            05/12/11

BlueLinx Holdings Inc.                  DE       1.01,9.01            05/10/11

Bluerock Enhanced Multifamily Trust,    MD       8.01                 05/12/11

BODY CENTRAL CORP                                2.02,9.01            05/12/11

BofI Holding, Inc.                      DE       7.01,9.01            05/11/11

BRE PROPERTIES INC /MD/                 MD       8.01                 05/12/11

Bridgepoint Education Inc               DE       5.07                 05/10/11

BRIGHTPOINT INC                         IN       7.01,9.01            05/12/11

Brooklyn Federal Bancorp, Inc.          X1       5.02,9.01            05/11/11

BRUKER CORP                             DE       5.07                 05/12/11

BUCKEYE PARTNERS, L.P.                  DE       8.01,9.01            05/12/11

Burger King Holdings Inc                DE       2.02,9.01            05/12/11

C H ROBINSON WORLDWIDE INC              DE       8.01,9.01            05/12/11

CA, INC.                                DE       2.02,5.02,8.01,9.01  05/12/11

CACHE INC                               FL       2.02,9.01            05/12/11

CAI International, Inc.                          5.02                 05/09/11

CALLON PETROLEUM CO                     DE       2.02,7.01,9.01       05/11/11

CALLON PETROLEUM CO                     DE       1.01,2.03,9.01       05/09/11

CAMDEN PROPERTY TRUST                   TX       5.02,5.07,9.01       05/11/11

CAPITAL BANK CORP                       NC       2.02,9.01            05/12/11

CAPITOL BANCORP LTD                     MI       2.02,9.01            05/12/11

Capstone Therapeutics Corp.             DE       3.01                 05/10/11

CAREER EDUCATION CORP                   DE       7.01,9.01            05/12/11

CCFNB BANCORP INC                       PA       5.07,8.01,9.01       05/10/11

Celsion CORP                            DE       2.02,9.01            05/12/11

CENTRAL PACIFIC FINANCIAL CORP          HI       8.01                 05/11/11

CENTURY ALUMINUM CO                     DE       5.02,9.01            05/11/11

CENTURY PROPERTIES FUND XIV             CA       1.01,9.01            05/10/11

CENVEO, INC                             CO       2.02,9.01            05/11/11

CHDT CORP                               FL       7.01,9.01            05/10/11

Chemtura CORP                           DE       5.07                 05/10/11

CHESAPEAKE ENERGY CORP                  OK       7.01,9.01            05/09/11

China BCT Pharmacy Group, Inc.          DE       5.02                 05/06/11

CHINA DIGITAL VENTURES CORP             NV       4.01,9.01            02/18/11    AMEND

China Direct Industries, Inc.           FL       1.01,3.02,5.02,9.01  05/06/11

China Information Technology, Inc.               1.01,9.01            05/11/11

China Power Technology, Inc.            NV       4.01                 05/12/11

China Power Technology, Inc.            NV       4.01                 05/12/11    AMEND

China TransInfo Technology Corp.        NV       2.02,7.01,9.01       05/12/11

CITIZENS SOUTH BANKING CORP             DE       5.07                 05/09/11

CITY NATIONAL BANCSHARES CORP           NJ       7.01,8.01,9.01       05/08/11

CLEAN HARBORS INC                       MA       5.07,9.01            05/09/11

CLEARONE COMMUNICATIONS INC             UT       5.02                 05/05/11

CLOUD PEAK ENERGY INC.                  DE       7.01,8.01,9.01       05/11/11

Cloud Peak Energy Resources LLC         DE       7.01,8.01,9.01       05/11/11

CMS ENERGY CORP                         MI       8.01,9.01            05/09/11

CNB BANCORP INC/VA                      VA       1.01,9.01            05/06/11

CNH CAPITAL RECEIVABLES LLC             DE       1.01,9.01            05/12/11

CNO Financial Group, Inc.               DE       5.03,5.07,7.01,9.01  05/12/11

COCA COLA BOTTLING CO CONSOLIDATED /D   DE       2.02,9.01            05/10/11

COLGATE PALMOLIVE CO                    DE       5.07                 05/06/11

COLLECTORS UNIVERSE INC                 DE       1.01,2.02,5.02,9.01  05/09/11

COMMONWEALTH EDISON CO                  IL       5.02,9.01            05/09/11

CommonWealth REIT                       MD       5.07,8.01,9.01       05/10/11

COMMUNITY BANK SHARES OF INDIANA INC    IN       8.01,9.01            05/12/11    AMEND

COMMUNITY BANK SYSTEM INC               DE       8.01,9.01            05/12/11

Community Partners Bancorp              NJ       5.07,8.01            05/10/11

COMPUTER TASK GROUP INC                 NY       5.07                 05/11/11

Comstock Homebuilding Companies, Inc.   DE       1.01,3.01,5.03,8.01, 05/06/11
Copano Energy, L.L.C.                            7.01,9.01            05/11/11

Cornerstone Financial Corp              NJ       2.02,9.01            05/11/11

Cornerstone OnDemand Inc                DE       2.02,9.01            05/12/11

CORNERSTONE THERAPEUTICS INC            DE       2.02,9.01            05/12/11

CORNING NATURAL GAS CORP                NY       8.01                 05/12/11

COVER ALL TECHNOLOGIES INC              DE       2.02,9.01            05/12/11

CRC Health CORP                         DE       2.02,9.01            05/12/11

CRIMSON EXPLORATION INC.                         2.02,9.01            03/31/11

CTI INDUSTRIES CORP                     DE       2.02,9.01            05/10/11

CURTISS WRIGHT CORP                     DE       5.02,5.07            05/06/11

CVS CAREMARK CORP                       DE       8.01,9.01            05/09/11

Cyberspace Vita, Inc.                   NV       4.01,9.01            05/11/11

Cyclacel Pharmaceuticals, Inc.          DE       2.02,9.01            05/12/11

CYNOSURE INC                                     5.07                 05/12/11

DARLING INTERNATIONAL INC               DE       2.02,9.01            05/10/11

DATARAM CORP                            NJ       1.01,9.01            05/12/11

DELTA MUTUAL INC                        DE       4.01,7.01            05/06/11

DEVRY INC                               DE       1.01,1.02,7.01,9.01  05/10/11

DICE HOLDINGS, INC.                     DE       1.01,9.01            05/09/11

DIGITAL ANGEL CORP                      DE       1.01,7.01,9.01       05/06/11

Discover Financial Services             DE       7.01,9.01            05/12/11

DIXIE GROUP INC                         TN       2.02,9.01            05/12/11

DIXIE GROUP INC                         TN       7.01,9.01            05/12/11

DOCUMENT SECURITY SYSTEMS INC           NY       2.02,9.01            05/12/11

DOLLAR TREE INC                         VA       7.01,9.01            05/12/11

Domtar CORP                             DE       8.01,9.01            05/12/11

Douglas Lake Minerals Inc.              NV       7.01,9.01            05/12/11

DOW CHEMICAL CO /DE/                    DE       5.07                 05/12/11

DOW CHEMICAL CO /DE/                    DE       5.02                 03/24/11    AMEND

Duke Energy CORP                        DE       8.01,9.01            05/12/11

EBIX INC                                DE       2.02,9.01            05/10/11

EchoStar CORP                           NV       1.01                 05/12/11

EDGAR ONLINE INC                        DE       1.01                 05/10/11

EDGAR ONLINE INC                        DE       2.02,9.01            05/12/11

EDIETS COM INC                          DE       2.02,9.01            05/12/11

Electromed, Inc.                        MN       2.02,9.01            05/12/11

ELOYALTY CORP                           DE       2.02,7.01,9.01       05/12/11

EMAGIN CORP                             DE       2.02,9.01            05/12/11

EMS TECHNOLOGIES INC                    GA       2.02,9.01            05/12/11

EN2GO INTERNATIONAL INC                 NV       3.02                 05/06/11

Energy Transfer Partners, L.P.          DE       1.01,2.03,7.01,9.01  05/09/11

ENERGY XXI (BERMUDA) LTD                D0       7.01,9.01            05/12/11

EQUITY LIFESTYLE PROPERTIES INC         MD       5.07                 05/11/11

EQUITY LIFESTYLE PROPERTIES INC         MD       8.01                 05/11/11

EQUUS TOTAL RETURN, INC.                DE       8.01,9.01            05/12/11

ERHC Energy Inc                         CO       8.01,9.01            05/10/11

EV Energy Partners, LP                  DE       7.01,9.01            05/09/11

EVOLUTION PETROLEUM CORP                NV       2.02,9.01            05/12/11

Excel Trust, Inc.                       MD       5.07                 05/09/11

EXELON CORP                             PA       7.01,8.01,9.01       05/11/11

EXOPACK HOLDING CORP                             8.01,9.01            05/06/11

EXPRESS-1 EXPEDITED SOLUTIONS INC       DE       2.02,9.01            05/12/11

EZCORP INC                              DE       1.01,1.02,2.03,9.01  05/10/11

Federal Home Loan Bank of Atlanta       X1       2.03                 05/12/11

Federal Home Loan Bank of Boston        X1       2.03                 05/09/11

Federal Home Loan Bank of Chicago       X1       2.02,9.01            05/12/11

Federal Home Loan Bank of Chicago       X1       2.03                 05/09/11

Federal Home Loan Bank of Cincinnati    X1       2.03,9.01            05/09/11

Federal Home Loan Bank of Des Moines    X1       2.03,9.01            05/10/11

Federal Home Loan Bank of Indianapoli   X1       2.03,9.01            05/10/11

Federal Home Loan Bank of New York      X1       2.03,9.01            05/10/11

Federal Home Loan Bank of Pittsburgh    PA       2.03,9.01            05/09/11

Federal Home Loan Bank of San Francis   X1       2.03                 05/09/11

Federal Home Loan Bank of Seattle                2.03                 05/09/11

Federal Home Loan Bank of Topeka                 2.03,9.01            05/09/11

Financial Engines, Inc.                 DE       5.07                 05/11/11

FINISAR CORP                            DE       2.01,9.01            05/06/11

FIRST INDUSTRIAL REALTY TRUST INC       MD       5.07                 05/12/11

FIRST PACTRUST BANCORP INC              MD       5.03,9.01            05/11/11

FIRST SOLAR, INC.                       DE       1.01,9.01            05/06/11

FIRST UNITED CORP/MD/                   MD       7.01,9.01            05/12/11

FLEETCOR TECHNOLOGIES INC               DE       2.02,9.01            05/12/11

FLORIDIAN FINANCIAL GROUP INC                    5.02,9.01            05/06/11

FLOTEK INDUSTRIES INC/CN/               DE       2.02,9.01            05/11/11

FLOTEK INDUSTRIES INC/CN/               DE       1.01,3.02,8.01,9.01  05/11/11

FMC TECHNOLOGIES INC                    DE       5.07                 05/06/11

FMC TECHNOLOGIES INC                    DE       5.03,9.01            05/06/11

FOREST OIL CORP                         NY       5.07                 05/11/11

FORRESTER RESEARCH INC                  DE       5.07,7.01,8.01,9.01  05/10/11

FORWARD AIR CORP                        TN       5.07                 05/12/11

Freescale Semiconductor Holdings I, L   D0       5.07,8.01            05/12/11

Gaming Partners International CORP      NV       2.02,9.01            05/12/11

GC China Turbine Corp.                  NV       5.02,9.01            05/08/11

General Finance CORP                    DE       8.01,9.01            05/12/11

General Moly, Inc                       DE       8.01,9.01            05/12/11

GEORGIA POWER CO                        GA       5.07                 05/10/11

GLADSTONE COMMERCIAL CORP               MD       5.07                 05/05/11    AMEND

GLOBAL NUTECH, INC.                              7.01,9.01            05/12/11

GLOBALSCAPE INC                         DE       2.02,9.01            05/12/11

GLOWPOINT INC                           DE       2.02,9.01            05/12/11

GOLDFIELD CORP                          DE       2.02,9.01            05/12/11

GOLDMAN SACHS GROUP INC                 DE       9.01                 05/12/11

GRAMERCY CAPITAL CORP                   MD       8.01,9.01            05/02/11

GRAPHIC PACKAGING HOLDING CO            DE       1.01,9.01            05/06/11

Graymark Healthcare, Inc.               OK       1.01,3.02,9.01       04/30/11    AMEND

GREAT ATLANTIC & PACIFIC TEA CO INC     MD       7.01,9.01            05/11/11

GREAT PLAINS ENERGY INC                 MO       8.01                 05/12/11

GROEN BROTHERS AVIATION INC /UT/        UT       1.01,3.03,5.03,9.01  05/06/11

GTSI CORP                               DE       2.02,9.01            05/12/11

HALLADOR ENERGY CO                      CO       8.01                 05/11/11

HAMPTON ROADS BANKSHARES INC            VA       7.01,8.01,9.01       05/12/11

Harbin Electric, Inc                             2.02,9.01            05/11/11

HARBINGER GROUP INC.                    DE       2.02,9.01            05/11/11

HARLAND CLARKE HOLDINGS CORP            DE       7.01                 05/12/11

HAVERTY FURNITURE COMPANIES INC         MD       5.07                 05/12/11

HERITAGE FINANCIAL CORP /WA/            WA       7.01,9.01            05/12/11

Heritage-Crystal Clean, Inc.            DE       5.07                 05/05/11

Highpower International, Inc.           DE       2.02,7.01,9.01       05/12/11

HOSPIRA INC                             DE       5.03,5.07,9.01       05/10/11

HOST HOTELS & RESORTS, INC.             MD       1.01,2.03,8.01,9.01  05/11/11

HUMAN GENOME SCIENCES INC               DE       5.02,5.07,9.01       05/11/11    AMEND

HUNTINGTON BANCSHARES INC/MD            MD       7.01,9.01            05/12/11

IBERIABANK CORP                         LA       5.02,5.07,9.01       05/06/11

IDENTIVE GROUP, INC.                    DE       5.02,7.01,9.01       05/09/11

IGATE CORP                              PA       3.02                 05/09/11

ILLINOIS TOOL WORKS INC                 DE       5.02,5.03,5.07       05/06/11

ILLUMINA INC                            DE       5.07                 05/10/11

IMEDIA INTERNATIONAL INC                DE       1.02,5.01,5.02,7.01  05/09/11

Imperial Holdings, Inc.                          2.02,9.01            05/12/11

IMPERIAL INDUSTRIES INC                 DE       2.02,9.01            05/12/11

INDEPENDENCE HOLDING CO                 DE       2.02,9.01            05/12/11

InfuSystem Holdings, Inc                DE       2.02,9.01            05/12/11

Inland American Real Estate Trust, In   MD       7.01,9.01            05/12/11

Innolog Holdings Corp.                  NV       4.02                 05/10/11

INSITE VISION INC                       DE       2.02,9.01            05/12/11

INTEGRAL SYSTEMS INC /MD/               MD       2.02,9.01            05/12/11

InterDigital, Inc.                      PA       7.01,9.01            05/12/11

INTERMUNE INC                           DE       5.07                 05/10/11

INTERNATIONAL LEASE FINANCE CORP        CA       7.01,8.01,9.01       05/11/11

INTERNATIONAL PAPER CO /NEW/            NY       5.07,8.01            05/09/11

INTERNATIONAL SHIPHOLDING CORP          DE       8.01                 05/09/11

INVENTURE FOODS, INC.                   DE       7.01                 05/10/11

Iowa Renewable Energy, LLC              IA       5.07                 05/07/11

IPALCO ENTERPRISES, INC.                IN       7.01                 05/10/11

IPAYMENT INC                            DE       1.01,1.02,2.03,8.01, 05/06/11
Iron Eagle Group, Inc.                  DE       9.01                 03/30/11

Iron Eagle Group, Inc.                  DE       2.01,9.01            01/11/10    AMEND

IRON MINING GROUP, INC.                          1.01,9.01            05/06/11

IRONWOOD PHARMACEUTICALS INC                     2.02,9.01            05/12/11

Janus Resources, Inc.                   NV       1.01,7.01,9.01       05/07/11

JONES SODA CO                           WA       2.02,9.01            05/12/11

Journal of Radiology, Inc.              NV       4.01                 05/09/11

KANSAS CITY SOUTHERN                    DE       1.01,8.01,9.01       05/06/11

Kansas City Southern de Mexico, S.A.    O5       1.01,8.01,9.01       05/06/11

KBS Real Estate Investment Trust III,   MD       1.01                 05/06/11

KELLY SERVICES INC                      DE       5.07                 05/11/11

KEMET CORP                              DE       2.02,7.01,9.01       05/12/11

Kentucky Energy, Inc.                   UT       8.01                 05/11/11

KILLBUCK BANCSHARES INC                 OH       5.07                 05/09/11

KINDRED HEALTHCARE, INC                 DE       1.01,8.01,9.01       05/12/11

KINETIC CONCEPTS INC                    TX       8.01                 05/09/11

KINGSTONE COMPANIES, INC.               DE       5.02,9.01            05/10/11

Kips Bay Medical, Inc.                  DE       2.02,9.01            05/12/11

KOHLS Corp                              WI       2.02,7.01,9.01       05/12/11

Kraton Performance Polymers, Inc.       DE       5.02                 05/09/11

Kurrant Mobile Catering, Inc.           CO       1.01,3.02,9.01       05/06/11

LA JOLLA PHARMACEUTICAL CO              DE       8.01                 05/11/11

Lake Victoria Mining Company, Inc.      NV       1.01,9.01            05/06/11

LaPorte Bancorp, Inc.                   X1       5.07,9.01            05/10/11

LAWSON PRODUCTS INC/NEW/DE/             DE       5.07                 05/10/11

LEXON TECHNOLOGIES INC                  DE       1.01,2.01,9.01       05/11/11    AMEND

LGL GROUP INC                           DE       2.02,7.01,9.01       05/11/11

LGL GROUP INC                           DE       7.01,9.01            05/12/11

Life Nutrition Products, Inc            DC       4.01,5.01,5.02,9.01  05/10/11

LIGHTING SCIENCE GROUP CORP             DE       1.01,2.03,9.01       05/06/11

LIME ENERGY CO.                         DE       2.02,9.01            05/12/11

Lithium Exploration Group, Inc.         NV       3.02                 04/28/11

Lithium Exploration Group, Inc.         NV       3.02                 05/10/11

M & F WORLDWIDE CORP                    DE       7.01                 05/12/11

Madison Bancorp Inc                     MD       2.02,9.01            05/10/11

MANAGEMENT NETWORK GROUP INC                     2.02,9.01            05/12/11

MARKET 2000 PLUS HOLDRS SM TRUST        NY       8.01,9.01            05/12/11

MARKWEST ENERGY PARTNERS L P                     7.01,9.01            05/12/11

MARSHALL & ILSLEY CORP                  WI       8.01                 05/12/11

Mastech Holdings, Inc.                  PA       5.07                 05/11/11

MEDCATH CORP                            DE       1.01,8.01,9.01       05/06/11

MediaMind Technologies Inc.             DE       2.02,9.01            05/12/11

MediaMind Technologies Inc.             DE       2.02,9.01            05/12/11    AMEND

MEDIFAST INC                            DE       8.01                 05/10/11

Medley Capital Corp                     DE       2.02,7.01,9.01       05/12/11

MERCER GOLD CORP.                       NV       5.03,7.01,9.01       04/15/11

MERCER INTERNATIONAL INC.               WA       7.01,9.01            05/12/11

MEREDITH CORP                           IA       8.01,9.01            05/12/11

Merriman Holdings, Inc                  DE       2.02,9.01            05/12/11

MetLife Insurance CO of Connecticut     CT       8.01                 05/12/11

MIDDLEBY CORP                           DE       2.02,9.01            05/11/11

MINE SAFETY APPLIANCES CO               PA       5.07                 05/11/11

MISSISSIPPI POWER CO                    MS       5.07                 05/10/11

MOSAIC CO                               DE       5.07                 05/11/11

MOTORCAR PARTS AMERICA INC              NY       1.01,1.02,2.01,2.03, 05/06/11
Motorola Mobility Holdings, Inc                  5.07                 05/09/11

Motorola Solutions, Inc.                DE       8.01,9.01            05/12/11

MxEnergy Holdings Inc                            8.01,9.01            05/12/11

NEAH POWER SYSTEMS, INC.                NV       8.01,9.01            05/11/11

NEWELL RUBBERMAID INC                   DE       5.07                 05/10/11

NewPage CORP                            DE       2.02,9.01            05/12/11

NOBEL LEARNING COMMUNITIES INC          DE       2.02,9.01            05/12/11

NORDSTROM INC                           WA       2.02,5.02,5.07,7.01, 05/11/11
NORTEK INC                              DE       2.02,9.01            05/12/11

NV ENERGY, INC.                         NV       2.03                 05/12/11

NVIDIA CORP                             DE       2.02,9.01            05/12/11

Obagi Medical Products, Inc.            DE       1.01,2.03,9.01       05/09/11

Och-Ziff Capital Management Group LLC   DE       5.07                 05/10/11

OLYMPIC STEEL INC                       OH       5.07                 05/06/11

OMNICITY CORP.                          NV       5.02                 05/10/11

Onstream Media CORP                     FL       8.01,9.01            05/12/11

ONVIA INC                               DE       5.03,5.07,9.01       05/10/11

ORAMED PHARMACEUTICALS INC.             NV       7.01,9.01            05/12/11

ORRSTOWN FINANCIAL SERVICES INC         PA       8.01                 05/11/11

OVERLAND STORAGE INC                    CA       2.02,9.01            05/12/11

OXIGENE INC                             DE       8.01,9.01            05/12/11

OXIGENE INC                             DE       2.02,9.01            05/12/11

P&F INDUSTRIES INC                      DE       2.02,9.01            05/12/11

PACIFICORP /OR/                         OR       8.01,9.01            05/12/11

PALATIN TECHNOLOGIES INC                DE       5.03,5.07,9.01       05/11/11

Paradigm Holdings, Inc                  WY       1.01,2.03,3.02,9.01  05/06/11

PARKERVISION INC                        FL       8.01                 05/12/11

PARKWAY PROPERTIES INC                  MD       2.01                 05/12/11

PARTNERRE LTD                                    5.02                 05/12/11

Patriot Coal CORP                       DE       7.01,9.01            05/12/11

PAULSON CAPITAL CORP                    OR       2.02,9.01            05/12/11

PAXTON ENERGY INC                       NV       2.01,9.01            05/06/11

PENN MILLERS HOLDING CORP                        2.02,9.01            05/12/11

PENSON WORLDWIDE INC                    DE       5.02,7.01,9.01       05/12/11

PENTAIR INC                             MN       2.01,9.01            05/12/11

PEOPLES FINANCIAL SERVICES CORP.        PA       1.01,9.01            05/10/11

PERCEPTRON INC/MI                       MI       2.02,9.01            05/11/11

PERFORMANCE TECHNOLOGIES INC \DE\       DE       2.02                 03/31/11

Pet Airways Inc.                        IL       2.02,9.01            05/12/11

PFSWEB INC                              DE       2.02                 05/11/11

PHARMATHENE, INC                        DE       2.02,9.01            05/11/11

PHAZAR CORP                             DE       2.02,9.01            04/26/11

Philip Morris International Inc.        VA       5.07,8.01,9.01       05/11/11

PIEDMONT NATURAL GAS CO INC             NC       1.01,2.03,9.01       05/06/11

PITNEY BOWES INC /DE/                   DE       5.03,5.07,9.01       05/09/11

PLANTRONICS INC /CA/                    DE       5.02                 05/12/11

PLUG POWER INC                          DE       2.02,9.01            05/12/11

POINDEXTER J B & CO INC                 DE       2.02,9.01            05/12/11

POLARIS INDUSTRIES INC/MN               MN       7.01,9.01            05/11/11

POLYONE CORP                                     5.07                 05/11/11

Polypore International, Inc.                     7.01,9.01            05/12/11

POPE RESOURCES LTD PARTNERSHIP          DE       7.01                 05/12/11

POSITIVEID Corp                         DE       1.01,3.02,7.01,9.01  05/09/11

PRECISION CASTPARTS CORP                OR       2.02,9.01            05/12/11

Prestige Brands Holdings, Inc.                   2.02,7.01,9.01       05/12/11

Primoris Services Corp                  DE       2.02,5.07,8.01,9.01  05/06/11

PRIMUS GUARANTY LTD                              2.02,9.01            05/12/11

PROCTER & GAMBLE CO                     OH       5.02                 02/11/11    AMEND

PROFESSIONAL VETERINARY PRODUCTS LTD    NE       7.01,9.01            05/12/11

Protalix BioTherapeutics, Inc.          FL       7.01,9.01            05/12/11

PROTECTIVE LIFE CORP                    DE       5.02,5.07            05/09/11

PRUDENTIAL FINANCIAL INC                NJ       9.01                 05/12/11

PSS WORLD MEDICAL INC                   FL       2.02,7.01,9.01       05/12/11

QUAINT OAK BANCORP INC                           5.07                 05/11/11

QUAKER CHEMICAL CORP                    PA       5.02,5.07,9.01       05/11/11

QUESTAR CORP                            UT       5.07                 05/10/11

QUIDEL CORP /DE/                        DE       5.07                 05/10/11

RadNet, Inc.                            DE       2.02,9.01            05/10/11

RAMBUS INC                              DE       1.01,3.02,8.01,9.01  05/12/11

RANGE RESOURCES CORP                    DE       1.01,7.01,9.01       05/11/11

READING INTERNATIONAL INC               NV       2.02,9.01            05/06/11

Redpoint Bio CORP                                1.02,9.01            05/11/11

REGENCY CENTERS CORP                    FL       2.02,9.01            05/12/11

REHABCARE GROUP INC                     DE       1.01,8.01,9.01       05/12/11

REPUBLIC SERVICES, INC.                 DE       5.07                 05/12/11

RESPONSE GENETICS INC                            2.02,9.01            05/12/11

Rhino Resource Partners LP              DE       1.01                 05/06/11

RigNet, Inc.                            DE       2.02,9.01            05/11/11

RITE AID CORP                           DE       5.02                 05/09/11

RYDER SYSTEM INC                        FL       5.02,9.01            05/12/11

SANDERS MORRIS HARRIS GROUP INC         TX       2.02,7.01,9.01       05/10/11

SBT Bancorp, Inc.                       CT       8.01,9.01            05/10/11

SCHIFF NUTRITION INTERNATIONAL, INC.    DE       5.07                 05/09/11

SCHOLASTIC CORP                         DE       5.02                 05/09/11

SCHWEITZER MAUDUIT INTERNATIONAL INC    DE       1.01,2.03,9.01       05/12/11

SELECT COMFORT CORP                     MN       5.07,7.01,9.01       05/11/11

SemiLEDs Corp                                    5.02                 05/09/11

SERACARE LIFE SCIENCES INC                       2.02,5.07,9.01       05/10/11

SGB International Holdings Inc.         A1       2.01,3.02,5.01,5.02,5.03,5.06,9.0105/11/11

SGS International, Inc.                 DE       2.02,9.01            05/12/11

SILGAN HOLDINGS INC                     DE       8.01,9.01            05/10/11

SILICON LABORATORIES INC                DE       5.02                 05/12/11

SILVER BUTTE Co.                        NV       1.01,2.01,3.02,5.01, 01/12/11    AMEND
SMSA Treemont Acquisition Corp          NV       1.01,3.02,9.01       05/12/11

SolarWinds, Inc.                        DE       8.01                 05/12/11

Somaxon Pharmaceuticals, Inc.           DE       8.01                 05/11/11

SOMBRIO CAPITAL CORP                    NV       1.01,9.01            05/06/11

SOUTH JERSEY INDUSTRIES INC             NJ       2.02,7.01,9.01       05/09/11

SOUTHWALL TECHNOLOGIES INC /DE/         DE       2.02,9.01            05/11/11

SOUTHWEST GAS CORP                      CA       7.01                 05/12/11

SPARK NETWORKS INC                      X0       2.02,9.01            05/12/11

SPARTON CORP                            OH       7.01,9.01            05/12/11

SquareTwo Financial Corp                DE       2.02,9.01            05/12/11

STAAR SURGICAL CO                       DE       7.01,9.01            05/12/11

STARTEK INC                             DE       5.02,5.07            05/11/11

STEELE RESOURCES CORP                   NV       8.01                 05/03/11

STELLAR RESOURCES LTD                   NV       1.01,9.01            05/10/11

STERLING CONSTRUCTION CO INC            DE       1.01,2.02,5.02,5.07  05/06/11

STERLING FINANCIAL CORP /WA/            WA       4.01,9.01            05/09/11

STONERIDGE INC                          OH       5.02,5.07            05/09/11

STRATEGIC DIAGNOSTICS INC/DE/           DE       2.02,9.01            05/12/11

STRATEGIC HOTELS & RESORTS, INC                  7.01,9.01            05/12/11

STRUCTURED PRODUCTS CORP CORTS TRUST    DE       8.01,9.01            05/10/11

SUN COMMUNITIES INC                     MD       1.01,2.03,9.01       05/10/11

SUNESIS PHARMACEUTICALS INC             DE       2.02,9.01            05/12/11

SunOpta Inc.                                     2.02,9.01            05/12/11

SUNPOWER CORP                           DE       2.02,9.01            05/12/11

SUNRISE SENIOR LIVING INC               DE       5.02                 05/06/11

SUPERIOR UNIFORM GROUP INC              FL       5.02                 05/11/11

SUPREME INDUSTRIES INC                  DE       2.02,9.01            05/11/11

SUPREME INDUSTRIES INC                  DE       5.07                 05/05/11

SYNERGETICS USA INC                              7.01,9.01            05/12/11

TAKEDOWN ENTERTAINMENT INC.             NV       1.01,9.01            05/12/11

TALON INTERNATIONAL, INC.               DE       2.02,9.01            05/12/11

TANDY BRANDS ACCESSORIES INC            DE       2.02,9.01            05/11/11

TANDY LEATHER FACTORY INC               DE       2.02,9.01            05/12/11

TASTY BAKING CO                         PA       8.01,9.01            05/11/11

TENET HEALTHCARE CORP                   NV       1.01,3.03,9.01       05/06/11

TENGION INC                             DE       2.02,9.01            05/12/11

Tennessee Commerce Bancorp, Inc.        TN       7.01,9.01            05/06/11    AMEND

TESSERA TECHNOLOGIES INC                DE       5.02,5.03,7.01,9.01  05/11/11

Tim Hortons Inc.                        A6       2.02,7.01,8.01,9.01  05/12/11

TIMKEN CO                               OH       5.02,5.07,9.01       05/10/11

TIMKEN CO                               OH       1.01,2.03,9.01       05/11/11

TPC Group Inc.                          DE       2.02,7.01,9.01       05/12/11

TRANSGENOMIC INC                        DE       2.02,9.01            05/12/11

Transocean Ltd.                         V8       7.01,9.01            05/12/11

TRANZYME INC                            DE       2.02,9.01            05/12/11

Tree.com, Inc.                          DE       2.02,8.01,9.01       05/12/11

TREY RESOURCES INC                      DE       1.01,3.02,3.03,5.03, 05/04/11
TRI VALLEY CORP                         DE       2.02,9.01            05/09/11

TRICO MARINE SERVICES INC               DE       7.01,9.01            05/11/11

TUCOWS INC /PA/                         PA       2.02,9.01            05/11/11

TWO RIVERS WATER Co                     CO       7.01                 05/12/11

TYSON FOODS INC                         DE       8.01                 05/12/11

UNIT CORP                               DE       1.01,7.01,9.01       05/11/11

UNITED BANCORPORATION OF ALABAMA INC    DE       5.07                 05/04/11

UNITED GUARDIAN INC                     DE       7.01,9.01            05/12/11

UNITED GUARDIAN INC                     DE       5.07                 05/11/11

UNITED STATES CELLULAR CORP             DE       1.01,8.01,9.01       05/09/11    AMEND

UNIVERSAL INSURANCE HOLDINGS, INC.      DE       5.02,5.07,9.01       05/11/11

UNIVERSAL POWER GROUP INC.              TX       2.02,9.01            05/11/11

VALPEY FISHER CORP                      MD       2.02,9.01            05/12/11

VECTOR GROUP LTD                        DE       8.01,9.01            05/11/11

VENTAS INC                              DE       8.01                 05/12/11

VENTAS INC                              DE       9.01                 05/10/11

VENTURE LENDING & LEASING IV INC        MD       5.07                 05/10/11

Venture Lending & Leasing V, Inc.       MD       5.07                 05/10/11

Venture Lending & Leasing VI, Inc.      MD       5.07                 05/10/11

VERAMARK TECHNOLOGIES INC               DE       1.01,5.02            05/06/11

Verecloud, Inc.                         NV       2.02,9.01            05/11/11

VERENIUM CORP                           DE       2.02,9.01            05/12/11

Vertro, Inc.                            DE       2.02,7.01,9.01       05/12/11

VISANT CORP                                      2.02,9.01            05/12/11

VISTA GOLD CORP                         B0       5.07                 05/06/11

VISTEON CORP                            DE       1.01,5.02,9.01       05/08/11

VOC Energy Trust                                 7.01                 05/12/11

VOICESERVE INC                          DE       1.01,3.02,9.01       05/06/11

VOLT INFORMATION SCIENCES, INC.         NY       3.01                 05/09/11

VONAGE HOLDINGS CORP                    DE       7.01                 05/12/11

Walker & Dunlop, Inc.                   MD       2.02,9.01            05/12/11

WARWICK VALLEY TELEPHONE CO             NY       5.02                 05/06/11

WAVE SYSTEMS CORP                       DE       2.02,9.01            05/10/11

WEIGHT WATCHERS INTERNATIONAL INC       VA       5.07                 05/10/11

WELLS CORE OFFICE INCOME REIT INC                2.02,9.01            05/12/11

Western Gas Partners LP                 DE       1.01,9.01            05/09/11

Westinghouse Solar, Inc.                DE       3.01                 05/11/11

Willdan Group, Inc.                     DE       2.02,9.01            05/12/11

WILSHIRE BANCORP INC                             1.01,8.01,9.01       05/11/11

WINNER MEDICAL GROUP INC                NV       2.02                 05/11/11

Winwheel Bullion Inc.                   DE       2.01,5.01,5.02,9.01  05/11/11

WIRELESS RONIN TECHNOLOGIES INC         MN       2.02,9.01            05/12/11

Wizard World, Inc.                      DE       1.01,5.02,9.01       05/09/11

Wonder Auto Technology, Inc             NV       3.01,9.01            05/12/11

WORDLOGIC CORP                          NV       7.01,9.01            05/11/11

XFONE INC.                              NV       8.01                 05/12/11

Yankee Holding Corp.                    DE       2.02,9.01            05/12/11

ZHONE TECHNOLOGIES INC                  DE       5.07                 05/10/11

Zolon Corp                              FL       8.01                 05/10/11

ZORAN CORP \DE\                         DE       5.02                 05/06/11



Modified: 05/13/2011