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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2012-137
July 17, 2012

Enforcement proceedings

In the Matter of Centaur Management Co. LLC

The United States Securities and Exchange Commission (Commission) announced the issuance of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) against Centaur Management Co. LLC (Centaur Management). The Order finds that Centaur Management directed its client, Argent Classic Convertible Arbitrage Fund L.P. (Argent Classic), to provide Centaur Management with approximately $15 million in interest free loans made bi-weekly in amounts between $133,000 and $1,500,000 to fund the payroll for employees who provided management and accounting services for Argent Classic and up to fourteen related funds, without adequately disclosing the loans to Argent Classic’s investors.

Based on the above, the Order directs Centaur Management to cease and desist from committing or causing any violations and any future violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-8 thereunder; censures Centaur Management; and directs Centaur Management to pay a civil penalty of $150,000, disgorgement of $172,438, and prejudgment interest of $41,884, which is to be deposited into a Fair Fund for the benefit of investors. Centaur Management consented to the issuance of the Order without admitting or denying any of the Commission’s findings. (Rel. IA-3432; File No. 3-14950)

In the Matter of Jeffrey A. Wolfson, Robert A. Wolfson and Golden Anchor Trading II, LLC (n/k/a Barabino Trading, LLC)

On July 17, 2012, the Commission issued orders making findings and imposing remedial sanctions and cease-and-desist orders as part of settlements with two options traders and a broker-dealer who have agreed to pay more than $14.5 million to settle charges brought by the Commission in an administrative proceeding in January 2012 that they engaged in naked short selling by failing to locate shares involved in short sales and by failing to close out the resulting failures to deliver.

According to the SEC’s Orders, filed today, Jeffrey A. Wolfson generated approximately $8.8 million and Robert A. Wolfson and Golden Anchor Trading II, LLC (Golden Anchor) generated over $700,000, in net illicit trading profits from naked short selling transactions. The SEC’s Orders find that Jeffrey Wolfson engaged in illegal naked short sales while working as a broker-dealer himself and later as the principal trader at a Chicago-based broker-dealer that is no longer in business. Robert Wolfson, Jeffrey’s brother, conducted illegal naked short sales while trading through an account at New York-based broker-dealer Golden Anchor, which also was charged by the SEC and agreed to the settlement.

The Wolfsons and Golden Anchor settled the SEC’s administrative proceedings without admitting or denying the SEC’s findings. The Commission’s Order with respect to Jeffrey Wolfson requires him to pay $13.425 million, which includes a $2.5 million civil penalty in addition to disgorgement and prejudgment interest. The Commission’s Order with respect to Robert Wolfson and Golden Anchor orders them to pay, on a joint and several basis, $1.1 million in disgorgement, prejudgment interest and civil penalties. All of the respondents are also subject to a cease-and-desist order from committing or causing violations of the short sale rules they have been found to have violated. In addition, Jeffrey Wolfson has been suspended from working in the industry for a period of twelve months, and Robert Wolfson has been suspended for a period of four months. Golden Anchor has been censured. (Rel. 34-67450 and 34-67451; File No. 3-14726; Press Rel. 2012-137)

SEC v. Kimon Daifotis and Randall Merk

The Securities and Exchange Commission today announced that Kimon P. Daifotis agreed to settle pending litigation that the Commission filed against him in early 2011. Daifotis was the former lead portfolio manager for the Schwab YieldPlus Fund, the Chief Investment Officer for Fixed Income for Charles Schwab Investment Management (CSIM), a Senior Vice President at Charles Schwab & Co., Inc. (CS&Co.) and an officer of Schwab Investments, the trust of which YieldPlus was a series. Under the terms of the proposed settlement, he would be enjoined from future violations of certain provisions of the federal securities laws and would agree to pay a penalty and disgorgement. The proposed judgment is subject to the Court’s approval. Daifotis also agreed to settle an anticipated administrative proceeding in which the Commission would bar him from the securities industry based on the entry of the injunction, with the right to apply for reentry after three years. Entry of the injunction also would result in automatic ineligibility for Daifotis to hold certain positions associated with registered investment companies. In January 2011, the Commission filed a complaint against Daifotis and another individual regarding the offer, sale, and management of the YieldPlus Fund. SEC v. Kimon Daifotis and Randall Merk, Civil Action No. CV-11-0137 WHA (N.D. Cal., filed Jan. 11, 2011). See Litigation Release No. 21805 (Jan. 11, 2011). The YieldPlus Fund suffered a significant decline and saw its assets fall from $13.5 billion to $1.8 billion during an eight-month period in 2007-2008.

Without admitting or denying the Commission’s allegations, Daifotis consented to the entry of a final judgment permanently enjoining him from future violations of Section 17(a)(2), an antifraud provision of the Securities Act of 1933. The proposed final judgment also would enjoin Daifotis from future violations of Section 34(b) of the Investment Company Act of 1940, which prohibits the making of untrue statements of material fact, or material omissions, in documents filed with the Commission. Daifotis also agreed to pay $250,000 in disgorgement and a $75,000 civil penalty, which the Commission is seeking to have included in an existing Fair Fund for distribution to injured YieldPlus investors.

CSIM, CS&Co. and Schwab Investments previously entered into a related settlement with the Commission that, among other things, required payment of over $118 million in disgorgement and penalty. See Press Release 2011-7 and Litigation Release No. 21806 (Jan. 11, 2011). In November 2011, the Commission also settled with Daifotis’s co-defendant. See Litigation Release No. 22163 (Nov. 21, 2011). [SEC v. Kimon P. Daifotis and Randall Merk, Civil Action No. CV-11-0137 WHA (N.D. Cal.)] (LR-22415)

Commission Charges Family-Run Business Promising Investors Stake in Purported $11 Billion Gold Mine

The Securities and Exchange Commission today charged a father, son, and daughter with running a nationwide investment scheme that falsely promised investors whopping returns from a gold mining operation while their money was actually spent on family cars, jewelry, vacations, and vitamin supplements.

The SEC alleges that Harry Dean Proudfoot III of Mt. Vernon, Ohio, and his children Matthew Dale Proudfoot of Colbert, Wash., and Laurie Anne Vrvilo of Tigard, Ore., raised at least $2.7 million from approximately 140 investors in 23 states through their Portland, Oregon-based company 3 Eagles Research & Development LLC (3 Eagles). They told investors their company would extract gold worth more than $11 billion from gravel pits in central Ohio, and promised investors they could earn 35 times their initial investment. However, 3 Eagles did not even have rights to much of the property it claimed to be mining for gold, and the Proudfoots instead diverted investor money for personal use rather than the mining activities outlined in presentations to investors.

According to the SEC’s complaint filed in federal court in Portland, the scheme primarily occurred between September 2009 and October 2011. The Proudfoots sold investors “royalty units” in the purported gold mining project, claiming their money would be used to purchase mining equipment and conduct mining operations at two gravel pits. The Proudfoots falsely touted they had an expert geologist on the mining project. They solicited investors in a variety of ways, including through a Power Point presentation filled with misleading information. They also hired a securities broker named Dennis Ashley Bukantis of Denver, who is not registered with the SEC and assisted in the sale of royalty units in exchange for nearly $165,000 in commissions. Bukantis is charged along with the Proudfoots in the SEC’s complaint.

The SEC alleges that rather than using investor funds for gold mining equipment and operations, the Proudfoots siphoned off more than $1.1 million of investor money and misused 3 Eagles corporate accounts as their own personal piggy bank, leaving the company penniless and unable to pay the necessary expenses to get the Ohio mine into production. Among their illicit personal expenditures, the Proudfoots spent $80,000 on automobiles, $235,000 in personal travel, and upwards of $30,000 per year for vitamins and nutritional supplements.

According to the SEC’s complaint, after being served investigative subpoenas by the SEC and various state securities regulators in the fall of 2011, Harry Proudfoot was removed from the company and 3 Eagles represented it stopped selling royalty units. However, by December, Matthew Proudfoot was again selling investors a stake in 3 Eagles, this time calling them “membership interests” that would be used to move the Ohio mining project into production. Yet once again, much of the investor money was misused for personal expenses, including defense lawyers for each of the Proudfoots and 3 Eagles as well as Matthew Proudfoot’s bankruptcy payments and household bills.

The SEC’s complaint charges 3 Eagles, Harry Proudfoot, Matthew Proudfoot and Laurie Vrvilo with 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(a), (b) or (c) thereunder. The complaint also charges Bukantis with acting as an unregistered broker in violation of Section 15 (a) of the Exchange Act. The complaint seeks permanent injunctions, disgorgement with prejudgment interest and civil monetary penalties.

The SEC’s case was investigated by Heather E. Marlow and Tracy L. Davis of the SEC’s San Francisco Regional Office, and the litigation will be led by John Yun. The SEC thanks the State of Washington’s Department of Financial Institutions for its assistance in this matter. [SEC v. 3 Eagles Research & Development LLC, Harry Dean Proudfoot III, Matthew Dale Proudfoot, Laurie Anne Vrvilo and Dennis Ashley Bukantis, Civil Case No. 3:12-cv-01289-ST (D. Oregon)] (LR-22416)


The Dreyfus Corporation, et al.

A notice has been issued giving interested persons until August 6, 2012, to request a hearing on an application filed by The Dreyfus Corporation, et al., for an order under Section 12(d)(1)(J) of the Investment Company Act of 1940 (Act) for an exemption from Sections 12(d)(1)(A) and (B) of the Act, under Sections 6(c) and 17(b) of the Act for an exemption from Section 17(a) of the Act, and under Section 6(c) of the Act for an exemption from Rule 12d1-2(a) under the Act. The order would (a) permit certain management investment companies and unit investment trusts registered under the Act to acquire shares of certain open-end management investment companies registered under the Act that are outside the same group of investment companies as the acquiring investment companies, and (b) permit funds of funds relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-30137 – July 12)


Order Disapproving Proposed Rule Changes

The Commission disapproved proposed rule changes submitted by the New York Stock Exchange LLC and NYSE Amex LLC (SR-NYSE-2011-56 and SR-NYSE Amex-20111-86) pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934 to codify certain traditional trading floor functions that may be performed by Designated Market Makers and to permit Designated Market Makers and Floor brokers access to disaggregated order information. Publication in the Federal Register is expected during the week of July 16. (Rel. 34-67437)

Proposed Rule Change

The Options Clearing Corporation (OCC) filed a proposed rule change (SR-OCC-2012-11) under Section 19(b)(1) of the Securities Exchange Act of 1934 relating to the auction process under Options Clearing Corporation Rule 1104. Publication in the Federal Register is expected during the week of July 16. (Rel. 34-67443)

Immediate Effectiveness of Proposed Rule Changes

NYSE MKT LLC filed a proposed rule change (SR-NYSEMKT-2012-20) under Section 19(b)(1) of the Securities Exchange Act of 1934, which became effective upon filing, to amend Rule 134 - Equities to shorten the time frame for assigning the contra party to unresolved account balances in the Exchange’s Online Comparison System. Publication in the Federal Register is expected during the week of July 16. (Rel. 34-67444)

New York Stock Exchange LLC filed a proposed rule change (SR-NYSE-2012-25) under Section 19(b)(1) of the Securities Exchange Act of 1934, which became effective upon filing, to amend Exchange Rule 134 to shorten the time frame for assigning the contra party to unresolved account balances in the Exchange’s Online Comparison System. Publication in the Federal Register is expected during the week of July 16. (Rel. 34-67445)


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-3     Alon USA Energy, Inc., 7616 LBJ FREEWAY, SUITE 300, DALLAS, TX, 75251, 
        972 367 3600 - 6,514,684 ($55,309,667.16) Equity, (File 333-182675 - 
        Jul. 16) (BR. 04B)

        9724717400 - 100,000 ($761,000.00) Equity, (File 333-182676 - Jul. 16) 
        (BR. 01A)

S-8     Protalix BioTherapeutics, Inc., 2 SNUNIT ST, SCIENCE PARK, POB 455, 
        CARMIEL, L3, 20100, 972-4-988-9488 - 1,600,000 ($9,056,000.00) Equity, 
        (File 333-182677 - Jul. 16) (BR. 01B)

S-8     PRUDENTIAL FINANCIAL INC, 751 BROAD ST, NEWARK, NJ, 07102, 9738026000 - 
        0 ($1,191,000,000.00) Equity, (File 333-182700 - Jul. 16) (BR. 01B)

        408-200-9200 - 1,000,000 ($2,490,000.00) Equity, (File 333-182701 - 
        Jul. 16) (BR. 10B)

S-8     Geeknet, Inc, 11216 WAPLES MILL RD.,, SUITE 100, FAIRFAX,, VA, 22030, 
        (877) 433-5638 - 100,000 ($2,000,000.00) Equity, (File 333-182702 - 
        Jul. 16) (BR. 02C)

        SAN DIEGO,, CA, 92121, (858) 222-8041 - 
        3,706,397 ($12,342,302.00) Equity, (File 333-182703 - Jul. 16) (BR. 01B)


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
Accelerated Building Concepts CORP      DE       1.01,2.01,3.02,5.02, 05/24/12
ALLIANCE DATA SYSTEMS CORP              DE       7.01,9.01            07/16/12

ALLIANCEBERNSTEIN HOLDING L.P.          DE       7.01,9.01            07/16/12

ALLIANCEBERNSTEIN L.P.                  DE       7.01,9.01            07/16/12

Altra Holdings, Inc.                    DE       8.01,9.01            07/12/12

AMERICAN EXPRESS CO                     NY       7.01                 07/16/12

AMERICAN HONDA RECEIVABLES LLC          DE       6.01,9.01            07/16/12

AMERICAN REALTY CAPITAL NEW YORK RECO   MD       1.01,2.03            07/12/12

Amincor, Inc.                           NV       8.01                 07/16/12

Ampio Pharmaceuticals, Inc.             DE       1.01,8.01,9.01       07/13/12

AMSCAN HOLDINGS INC                     DE       8.01,9.01            07/16/12

ANN INC.                                DE       5.02                 07/11/12

Armour Residential REIT, Inc.           MD       7.01,9.01            07/16/12

ARTS WAY MANUFACTURING CO INC           DE       2.01,2.03,3.02,9.01  05/10/12

ATLANTIC POWER CORP                     A1       5.02,7.01,9.01       07/11/12

AV Homes, Inc.                          DE       2.02,9.01            07/16/12

AV Homes, Inc.                          DE       5.02                 07/13/12

Avalon Oil & Gas, Inc.                  CO       5.03                 06/13/12

AWG International Water Corp                     1.01,2.01            07/10/12

AXIS CAPITAL HOLDINGS LTD                        5.02,9.01            07/11/12

BARNES GROUP INC                        DE       7.01,9.01            07/16/12

BASSETT FURNITURE INDUSTRIES INC        VA       8.01,9.01            07/16/12

BEAZER HOMES USA INC                    DE       1.01,2.03,8.01,9.01  07/10/12

BRAZIL FAST FOOD CORP                   DE       4.01                 07/03/12    AMEND

Brilliant Technologies, CORP                     8.01                 07/13/12

BROWN & BROWN INC                       FL       2.02                 07/16/12

CABELAS INC                             DE       7.01,9.01            07/16/12

CAPITAL ONE FINANCIAL CORP              DE       7.01,9.01            07/13/12

CAPITAL ONE FINANCIAL CORP              DE       9.01                 05/01/12    AMEND

CASEYS GENERAL STORES INC               IA       7.01                 07/16/12

CCA INDUSTRIES INC                      DE       5.07,8.01,9.01       07/10/12

CHASE CREDIT CARD MASTER TRUST          NY       8.01,9.01            07/16/12

China Energy CORP                                5.02                 07/10/12

CHINACAST EDUCATION CORP                DE       8.01                 07/16/12

CHRISTOPHER & BANKS CORP                DE       2.03,8.01,9.01       07/12/12

CHRISTOPHER & BANKS CORP                DE       5.02,9.01            07/05/12    AMEND

ChromaDex Corp.                         DE       1.01,7.01,9.01       07/13/12

CINCINNATI FINANCIAL CORP               OH       2.02,9.01            07/16/12

CITIGROUP INC                           DE       2.02,9.01            07/16/12

CITIZENS & NORTHERN CORP                PA       2.02,9.01            07/16/12

CLEAN HARBORS INC                       MA       8.01,9.01            07/16/12

CLEAN HARBORS INC                       MA       7.01,9.01            07/16/12

CODEXIS INC                                      1.01,5.02,9.01       07/10/12

Colony Financial, Inc.                  MD       1.01,5.03,9.01       07/10/12

COMMERCE GROUP CORP /WI/                         8.01                 07/10/12

COMMUNITY BANCORP /VT                   VT       5.02,9.01            07/10/12

Converted Organics Inc.                 DE       3.02                 07/16/12

CSG SYSTEMS INTERNATIONAL INC           DE       7.01,9.01            07/16/12

DiamondRock Hospitality Co                       1.01,2.01,3.02,7.01, 07/12/12
Discovery Gold Corp                     NV       5.03,8.01,9.01       07/12/12

Duke Energy CORP                        DE       5.02                 07/13/12

Dussault Apparel Inc.                            5.02                 07/11/12

Eagle Bulk Shipping Inc.                         5.02,8.01,9.01       07/10/12

EAST WEST BANCORP INC                            5.02                 07/16/12

EDISON MISSION ENERGY                   DE       5.03,9.01            07/10/12

EMTEC INC/NJ                            UT       2.02,9.01            07/16/12

ENB Financial Corp                      PA       2.02,9.01            07/12/12

FactorShares 2X: Gold Bull/S&P500 Bea            5.01                 07/16/12

FactorShares 2X: Oil Bull/S&P500 Bear            5.01                 07/16/12

FactorShares 2X: S&P500 Bull/TBond Be            5.01                 07/16/12

FactorShares 2X: S&P500 Bull/USD Bear            5.01                 07/16/12

FactorShares 2X: TBond Bull/S&P500 Be            5.01                 07/16/12

FASTENAL CO                             MN       5.02                 07/11/12

FIELDPOINT PETROLEUM CORP               CO       7.01,9.01            07/16/12

FIRST TRUST HIGH INCOME LONG/SHORT FU   MA       7.01,9.01            07/16/12

FLIR SYSTEMS INC                        OR       2.02,9.01            07/16/12

FOCUS GOLD Corp                                  1.01,2.03,9.01       07/12/11

Fortress International Group, Inc.      DE       1.02                 07/10/12

FREDS INC                               TN       5.02,9.01            07/13/12

FREQUENCY ELECTRONICS INC               DE       2.02,9.01            07/12/12

FXCM Inc.                                        7.01,9.01            07/16/12

GANNETT CO INC /DE/                     DE       2.02,9.01            07/16/12

GBS Enterprises Inc                     NV       9.01                 12/30/10    AMEND

GEOVIC MINING CORP.                     DE       5.02,9.01            07/16/12

Global Indemnity plc                    L2       5.02                 07/16/12

GLOBAL POWER EQUIPMENT GROUP INC.       DE       1.01,9.01            07/14/12

Global Telecom & Technology, Inc.       DE       2.01,9.01            07/13/12    AMEND

GLOBALSCAPE INC                         DE       5.02,9.01            07/10/12

GlyEco, Inc.                            NV       7.01                 07/16/12    AMEND

GOLDEN PHOENIX MINERALS INC             NV       3.02                 07/12/12

GOOD TIMES RESTAURANTS INC              NV       8.01                 07/16/12

HAIN CELESTIAL GROUP INC                DE       8.01                 07/16/12

HARLAND CLARKE HOLDINGS CORP            DE       8.01,9.01            07/16/12

HARLAND CLARKE HOLDINGS CORP            DE       2.02                 07/16/12

HARTFORD FINANCIAL SERVICES GROUP INC   DE       2.02,7.01,9.01       07/16/12

HEALTH REVENUE ASSURANCE HOLDINGS, IN   NV       1.01,5.02,9.01       07/09/12

HEARTLAND FINANCIAL USA INC             DE       8.01                 07/16/12

Hicks Acquisition CO II, Inc.                    3.01,7.01,9.01       07/13/12

HILLS BANCORPORATION                    IA       5.02                 07/16/12

Hines Global REIT, Inc.                 MD       7.01,8.01,9.01       07/13/12

Honda Auto Receivables 2012-3 Owner T   DE       6.01,9.01            07/16/12

HUMAN GENOME SCIENCES INC               DE       1.01,3.03,8.01,9.01  07/16/12

ICU MEDICAL INC/DE                      DE       2.02,9.01            07/16/12

IDEXX LABORATORIES INC /DE              DE       5.02                 07/10/12

INTERLINE BRANDS, INC./DE               DE       8.01,9.01            07/16/12

INTERVEST BANCSHARES CORP               DE       2.02,9.01            07/16/12

IsoRay, Inc.                            MN       1.01,8.01,9.01       07/11/12

IVANHOE ENERGY INC                               7.01,9.01            07/12/12

IXYS CORP /DE/                          DE       5.02                 07/10/12

J2 GLOBAL, INC.                         DE       2.02,7.01,9.01       07/16/12

JOE'S JEANS INC.                        DE       2.02,9.01            07/16/12

KIMCO REALTY CORP                       MD       8.01,9.01            07/16/12

KIT digital, Inc.                       DE       8.01,9.01            07/15/12

Kosmos Energy Ltd.                      D0       5.02,7.01,9.01       07/16/12

LAS VEGAS RAILWAY EXPRESS, INC.         DE       3.02,9.01            07/10/12

LAS VEGAS SANDS CORP                    NV       7.01,9.01            07/16/12

LEAGUE NOW HOLDINGS CORP                FL       1.01,2.03,3.02,9.01  07/11/12

LEAP WIRELESS INTERNATIONAL INC         DE       5.02,9.01            07/13/12

LEAPFROG ENTERPRISES INC                         5.02,8.01,9.01       07/13/12

LEVI STRAUSS & CO                       DE       5.02,5.03,9.01       07/12/12

LIBERTY SILVER CORP                     NV       8.01,9.01            07/16/12

LIFE PARTNERS HOLDINGS INC              TX       5.02                 07/12/12

Lone Star Gold, Inc.                    NV       3.02                 07/11/12

MAGELLAN GOLD Corp                      NV       3.02                 07/10/12

MAKEMUSIC, INC.                         MN       8.01,9.01            07/16/12

Manitex International, Inc.             MI       7.01,9.01            07/16/12

MASTERCARD INC                          DE       1.01,8.01,9.01       07/13/12

MATTRESS FIRM HOLDING CORP.             DE       7.01,9.01            07/16/12

MBIA INC                                CT       8.01                 07/16/12

MEADE INSTRUMENTS CORP                  DE       2.02,9.01            07/16/12

MEDIANET GROUP TECHNOLOGIES INC         NV       5.02,9.01            07/12/12

MOHEGAN TRIBAL GAMING AUTHORITY                  2.02,9.01            07/16/12

MOHEGAN TRIBAL GAMING AUTHORITY                  2.02,9.01            07/16/12

MS STRUCTURED SATURNS SERIES 2003-6     DE       8.01                 07/16/12

N-VIRO INTERNATIONAL CORP               DE       8.01,9.01            07/16/12

NANOSPHERE INC                          DE       2.02,9.01            07/16/12

NEWS CORP                                        8.01,9.01            07/16/12

NORTH BAY RESOURCES INC                 DE       1.01,9.01            07/11/12

Northern Tier Energy LLC                DE       7.01                 07/16/12

NOVAGEN SOLAR INC.                      NV       2.01,9.01            06/25/12

ONE LIBERTY PROPERTIES INC              MD       8.01                 07/12/12

Opko Health, Inc.                       DE       5.02,7.01,9.01       07/10/12

ORRSTOWN FINANCIAL SERVICES INC         PA       8.01                 06/29/12

OSHKOSH CORP                            WI       1.01,3.03,9.01       07/13/12

Otter Tail Corp                         MN       8.01                 07/13/12

OXIGENE INC                             DE       5.02                 07/10/12

PACIFIC PREMIER BANCORP INC             DE       5.02,9.01            07/13/12

Pana-Minerales S.A.                     NV       5.02                 07/16/12

PAR PHARMACEUTICAL COMPANIES, INC.      DE       1.01,3.03,8.01,9.01  07/14/12

PARKS AMERICA, INC                      NV       5.02,5.03,9.01       06/12/12

PENSKE AUTOMOTIVE GROUP, INC.           DE       8.01,9.01            07/16/12

PEREGRINE PHARMACEUTICALS INC           DE       2.02,7.01,9.01       07/16/12

Phillips Edison - ARC Shopping Center   MD       5.07,8.01,9.01       07/02/12

PLANTRONICS INC /CA/                    DE       1.01,5.02,9.01       07/16/12

POKERTEK, INC.                          NC       3.01,5.02            07/11/12

POWER INTEGRATIONS INC                  CA       9.01                 05/01/12    AMEND

PREMIER ALLIANCE GROUP, INC.            NV       5.02                 07/05/12

Primerica, Inc.                         DE       1.01,2.03,7.01,9.01  07/11/12

Protea Biosciences Group, Inc.          DE       1.01,9.01            06/15/12

REALNETWORKS INC                        WA       5.02,7.01,9.01       07/12/12

REPROS THERAPEUTICS INC.                DE       8.01,9.01            07/16/12

Sarepta Therapeutics, Inc.              OR       5.02                 07/10/12

SBA COMMUNICATIONS CORP                 FL       1.01,2.03,8.01,9.01  07/10/12

SELECTIVE INSURANCE GROUP INC           NJ       2.02,9.01            07/16/12

SEVERN BANCORP INC                      MD       2.02,9.01            07/16/12

SEYCHELLE ENVIRONMENTAL TECHNOLOGIES    NV       7.01,9.01            05/30/12

SONO TEK CORP                           NY       7.01,9.01            07/12/12

SOUTHCOAST FINANCIAL CORP               SC       2.02,5.07,9.01       07/12/12

SquareTwo Financial Corp                DE       5.02                 07/16/12

SRI SURGICAL EXPRESS INC                FL       1.02,2.01,3.01,3.03, 07/13/12
SRS LABS INC                            DE       8.01                 07/16/12

STANCORP FINANCIAL GROUP INC            OR       2.02,9.01            07/16/12

STEELCASE INC                           MI       5.02,5.07,9.01       07/11/12

Susser Holdings CORP                    DE       2.02                 07/16/12

T3 Motion, Inc.                         DE       1.01,2.03,9.01       07/10/12

TECHPRECISION CORP                               2.02,7.01,9.01       07/16/12

Terreno Realty Corp                     MD       8.01,9.01            07/12/12

Timberline Resources Corp               DE       7.01,9.01            07/12/12

TOR MINERALS INTERNATIONAL INC          DE       8.01                 06/13/12

TRANS WORLD ENTERTAINMENT CORP          NY       5.02,9.01            07/12/12

TRANSCONTINENTAL GAS PIPE LINE COMPAN   DE       1.01,2.03,9.01       07/13/12

TransMontaigne Partners L.P.            DE       8.01,9.01            07/16/12

TurkPower Corp                          DE       7.01                 07/16/12

TYCO INTERNATIONAL LTD                  V8       5.02                 07/12/12

UBS-Barclays Commercial Mortgage Trus            9.01                 07/16/12

Umami Sustainable Seafood Inc.          NV       1.01,2.03,5.02,9.01  06/25/12

Uniontown Energy Inc.                   NV       8.01,9.01            07/16/12

UNITED REFINING CO                      PA       8.01,9.01            07/16/12

UniTek Global Services, Inc.            DE       5.02,9.01            07/16/12

UNIVERSITY GENERAL HEALTH SYSTEM, INC   NV       1.01,9.01            07/13/12

Upstream Worldwide, Inc.                DE       5.02                 07/10/12

US DATAWORKS INC                        NV       2.02,9.01            07/13/12

VISA INC.                               DE       1.01,8.01,9.01       07/13/12

WALGREEN CO                             IL       5.02,8.01,9.01       07/11/12

WELLS GARDNER ELECTRONICS CORP          IL       4.01                 07/16/12    AMEND

Wendy's Co                              DE       2.03,8.01            07/16/12

WESTAMERICA BANCORPORATION              CA       2.02,9.01            07/16/12

WESTBRIDGE RESEARCH GROUP               CA       5.07                 07/13/12

WESTLAKE CHEMICAL CORP                           1.01,2.03,9.01       07/10/12

WireCo WorldGroup Inc.                           1.01,2.01,2.03,7.01, 07/12/12
Woodward, Inc.                          DE       2.02,9.01            07/16/12

ZOGENIX, INC.                           DE       8.01                 07/13/12

ZST Digital Networks, Inc.              DE       3.02,5.02,9.01       07/10/12



Modified: 07/17/2012