Commission Suspends Trading of Life Stem Genetics Inc.
The Securities and Exchange Commission ("Commission") ordered the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the "Exchange Act"), of trading in the securities of Life Stem Genetics Inc. ("Life Stem"), quoted on OTC Link, operated by OTC Markets Group, Inc., because of questions regarding the adequacy and accuracy of information about Life Stem, including, among other things, its business operations. Life Stem's ticker symbol is LIFS.
The trading suspension will last for ten business days. The trading suspension commenced at 9:30 a.m. EST on November 25, 2013, and terminates at 11:59 p.m. EST on December 9, 2013.
The Commission cautions brokers, dealers, shareholders, and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by Life Stem.
Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not he has complied with the rule, he should not enter any quotation but immediately contact the staff in the Division of Trading and Markets, Office of Interpretation and Guidance, at (202) 551-5777. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, he should refrain from entering quotations relating to the above-named securities until such time as he has familiarized himself with the rule and is certain that all of its provisions have been met. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action. (Rel. 34-70933)
Commission Suspends Attorney Brynee K. Baylor, Esq.
The Commission announced today that it has suspended Brynee K. Baylor ("Baylor"), Esq. from appearing or practicing before it as an attorney. This action follows the issuance of a final judgment by the U.S. District Court for the District of Columbia ("Court") permanently enjoining Baylor from future violations of Sections 5 and 17 of the Securities Act of 1933, Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Court also permanently enjoined Baylor from aiding or abetting violations of these provisions.
The Commission's complaint against Baylor and others, United States Securities and Exchange Commission v. Milan Group, Inc., et al., 1:11-cv-02132 (RMC), alleged, among other claims, that Baylor, along with others, defrauded at least 13 investors out of $2.665 million in a prime bank investment scheme by promising risk free returns of up to 20 times their original investment through the purported lease and trading of foreign bank investments that did not exist. The Commission's complaint alleged that Baylor violated the securities laws by: (1) making material misrepresentations about the existence of these fictitious investments; (2) fraudulently offering and selling these securities without registration; (3) aiding and abetting defendant Milan's violations of the securities laws; and (4) acting as an unregistered broker-dealer. On August 26, 2013, the Court entered final judgment against Baylor that, among other things, permanently enjoined her from violating and/or from aiding and abetting future violations of antifraud and registration provisions of federal securities laws.
Today, the Commission issued an Order Instituting Public Administrative Proceedings and Imposing Temporary Suspension Pursuant to Rule 102(e)(3)(i)(A) of the Commission's Rules of Practice that suspends Baylor, who is licensed to practice law in the District of Columbia, from appearing or practicing before the Commission based on the Court's permanent injunction. (Rel. 34-70931)
In the Matter of China Ruitai International Holdings Co.
An Administrative Law Judge has issued an Initial Decision of Default (ID) in the matter of China Ruitai International Holdings Co. The Order Instituting Administrative Proceedings alleged that Respondent repeatedly failed to file timely periodic reports while its securities were registered with the Securities and Exchange Commission and further failed to report its auditor's resignation on Form 8-K. The ID finds these allegations to be true and revokes the registration of each class of Respondent's registered securities, pursuant to Section 12(j) of the Securities Exchange Act of 1934. (Rel. ID-530)
In the Matter of Acies Corporation et al.
An Administrative Law Judge issued an Initial Decision in the matter of Acies Corporation. The Initial Decision found that Acies Corporation, Immtech Pharmaceuticals, Inc., MRU Holdings, Inc., MSTI Holdings, Inc., Nestor, Inc., New Generation Holdings, Inc., and Nuevo Financial Center, Inc., have securities registered with the Securities and Exchange Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, each failed to file required periodic reports, and that the evidence supported revocation of their registered securities as necessary and appropriate for the protection of investors. (Rel. ID-531)
Commission Revokes Registration of Securities of Irwin Financial Corporation for Failure to Make Required Periodic Filings
On November 22, 2013, the Commission revoked the registration of each class of registered securities of Irwin Financial Corporation (IRWNQ) for failure to make required periodic filings with the Commission.
Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, IRWNQ consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Irwin Financial Corporation finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of IRWNQ's securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against IRWNQ in In the Matter of Carbiz, Inc., et al., Administrative Proceeding File No. 3-15469.
Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:
No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .
In the Matter of Southern USA Resources, Inc.
The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 12(j) of the Securities Exchange Act of 1934, Making Findings, and Revoking Registration of Securities (Order) against Southern USA Resources, Inc. (Southern USA). The Order finds that Southern USA is a Delaware corporation headquartered in Ashland, Alabama, and its common stock has been registered under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) since July 2012. Southern USA's securities were quoted on the OTC Link under the symbol "SUSA," until March 1, 2013, when the Commission ordered that trading in the securities be temporarily suspended. Southern USA's securities have subsequently been trading via "grey market," over-the-counter sales. The Order finds that Southern USA has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1, 13a-11, and 13-a-13 thereunder in that it has not filed an Annual Report on Form 10-K since March 30, 2012; has not filed a Form 10-Q for any fiscal period subsequent to its fiscal quarter ending September 30, 2012; and has not filed a Form 8-K disclosing the resignation of its principal executive officer and principal financial officer on March 12, 2013 and its certifying accountant on March 4, 2013. The Order further finds that Southern USA has failed to comply with Rule 13a-15 under the Exchange Act in that it failed to maintain internal control over financial reporting or disclosure controls and procedures.
Based on the above, the Order revokes the registration of each class of Southern USA's securities registered pursuant to Section 12 of the Exchange Act. Southern USA consented to the issuance of the Order. (Rel. 34-70921)
In the Matter Of Joseph P. Doxey and William J. Daniels
The Commission announced the issuance of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 (Securities Act) and Sections 15(b)(6)(A) and 21C of the Securities Exchange Act of 1934 (Exchange Act) (Order) against Joseph P. Doxey (Doxey) and William J. Daniels (Daniels).
The Order alleges that from April 2008 through May 2009, Doxey, as chairman, chief executive officer, president and director of Pure H20 Bio-Technologies, Inc. (Pure H20), drafted and caused Pure H20 to disseminate six materially false and misleading press releases concerning a water purification system that Pure H20 was purportedly in the process of developing. Each press release stated that certification of the water purification system by an independent non-governmental product certification laboratory was expected to be completed within three to four months or within the quarter the release was issued, or was underway. The Order alleges that the releases were materially false and misleading because, among other things, Pure H20 lacked the resources to complete necessary precertification testing and to pay for certification; never submitted necessary information for the independent laboratory to perform a product certification; lacked the funds, at least prior to March 2009, necessary to build a manufacturing facility the inspection of which by the independent laboratory was a condition of certification; and the time required to complete product certification was beyond that referenced in the releases.
The Order further alleges that Doxey made material misrepresentations to Daniels in order to induce Daniels to invest in Pure H20. The Order alleges that in late summer 2008, Doxey met with Daniels and falsely represented that the water purification system was completely built; that an inventory of the product had been amassed, and that the product was then undergoing NSF certification. Daniels' company Observation Capital LLC, of which he was the sole officer, director and shareholder, ultimately paid over $57,000 to Pure H20 and received nearly 360 million Pure H20 shares in a series of twelve tranches from October 2008 through May 2009. The Order alleges that each of the offerings was effected purportedly pursuant to Rule 504(b)(1)(iii) of Regulation D of the Securities Act; however, this exemption was unavailable because neither Daniels nor Observation Capital qualified as an "accredited investor" under Regulation D. Additionally, no other exemption from registration applied to the twelve offerings. The Order alleges that Observation Capital ultimately sold over 258 million of these shares, generating $73,900.46 in illicit proceeds.
A hearing will be held by an Administrative Law Judge to determine whether the allegations contained in the Order are true, to afford the Respondents an opportunity to establish any defenses to such allegations, and to determine what, if any, remedial action is appropriate and in the public interest. The Order requires an Administrative Law Judge to issue an initial decision no later than 300 days from the date of service of the Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice. (Rel. 33-9482)
Investment company orders
Horizons ETFs Management (USA) LLC and Horizons ETF Trust
A notice has been issued giving interested persons until December 16, 2013, to request a hearing on an application filed by Horizons ETFs Management (USA) LLC and Horizons ETF Trust for an order to permit: (a) certain open-end management investment companies or series thereof to issue shares ("Shares") redeemable in large aggregations only ("Creation Units"); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days from the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. (Rel. IC- 30803 - November 21, 2013)
Order Granting Temporary Conditional Exemption for Nationally Recognized Statistical Rating Organizations from Requirements of Rule 17g-5 under the Securities Exchange Act of 1934 and Request for Comment
On November 22, 2013, the Commission issued an order pursuant to Section 36 of the Exchange Act that conditionally would exempt nationally recognized statistical rating organizations (NRSROs) from Rule 17g-5(a)(3) until Dec. 2, 2014, with respect to structured finance products where: (1) the issuer of the structured finance product is a non-U.S. person; and (2) the NRSRO has a reasonable basis to conclude that the structured finance product will be offered and sold upon issuance, and that any arranger linked to the structured finance product will effect transactions of the structured finance product after issuance, only in transactions that are outside of the U.S. (Rel. 34-70919)
Immediate Effectiveness of Proposed Rule Change
Chicago Mercantile Exchange Inc. filed a proposed rule change (File No. SR-CME-2013-31), which was effective upon filing, under Section 19(b)(1) of the Securities Exchange Act of 1934 regarding the addition of a new rate option for interest rate swaps denominated in Mexican Peso. Publication is expected in the Federal Register during the week of November 25th. (Release No. 34-70928)
Notice of Proposed Rule Change
The Financial Industry Regulatory Authority, Inc. ("FINRA") filed a proposed rule change (SR-FINRA-2013-050) pursuant to Section 19(b)(1) of the Securities Exchange Act, and Rule 19b-4 thereunder, relating to Over-the-Counter Equity Trade Reporting and OATS Reporting. Publication is expected in the Federal Register during the week of November 25th. (Rel. 34-70924)
The Fixed Income Clearing Corporation (FICC) filed a proposed rule change (File No. SR-FICC-2013-10) under Section 19(b)(1) of the Securities Exchange Act of 1934 to establish the minimum financial requirements for the existing membership category of Registered Investment Company Netting Members in the Government Securities Division. Publication is expected in the Federal Register during the week of November 25th. (Release No. 34-70925)
Notice of Filing of Proposed Minor Rule Violation Plan
Topaz Exchange, LLC (d/b/a ISE Gemini) filed a proposed Minor Rule Violation Plan
Approval of a Proposed Rule Change
The Commission approved a proposed rule change (SR-CBOE-2013-093) submitted by Chicago Board Options Exchange, Incorporated pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, and Rule 19b-4 thereunder, to amend CBOE Rule 6.42. Publication is expected in the Federal Register during the week of November 25th. (Rel. 34-70930)
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 URANIUM ENERGY CORP, 1111 WEST HASTINGS STREET, SUITE 320, VANCOUVER, A1, V6E 2J3, 604-682-9775 - 2,000,000 ($3,480,000.00) Equity, (File 333-192462 - Nov. 21) (BR. 09B) S-3ASR ATLAS PIPELINE PARTNERS LP, 110 W. 7TH, SUITE 2300, TULSA, OK, 74119, 918-574-3549 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-192464 - Nov. 21) (BR. 02B) S-1 TRINET GROUP INC, 1100 SAN LEANDRO BLVD., STE. 300, SAN LEANDRO, CA, 94577, 5103525000 - 0 ($250,000,000.00) Equity, (File 333-192465 - Nov. 21) (BR. 08) S-1 Stark Naked Bobbers, 8650 MIRAMAR ROAD, SAN DIEGO, CA, 92126, 858-578-8193 - 3,000,000 ($30,000.00) Equity, (File 333-192468 - Nov. 21) (BR. 05) S-3 SUPERTEL HOSPITALITY INC, 1800 WEST PASEWALK AVE STE 200, NORFOLK, NE, 68701, 4023712520 - 15,000,000 ($15,000,000.00) Equity, (File 333-192469 - Nov. 21) (BR. 08B) S-8 Embarr Downs, Inc., 205 AVE DEL MAR #974, SAN CLEMENTE, CA, 92674, 949-461-1471 - 7,750,000 ($162,750.00) Equity, (File 333-192470 - Nov. 21) (BR. 05B) S-8 SVB FINANCIAL GROUP, 3003 TASMAN DR, SANTA CLARA, CA, 95054, 4086547400 - 15,000,000 ($15,000,000.00) Other, (File 333-192471 - Nov. 21) (BR. 07C) S-3 CACHE INC, 1440 BROADWAY, 5TH FLOOR, NEW YORK, NY, 10018, 212-575-3200 - 0 ($18,261,789.00) Equity, (File 333-192473 - Nov. 21) (BR. 09B) S-3 CODORUS VALLEY BANCORP INC, CODORUS VALLEY CORPORATE CENTER, 105 LEADER HEIGHTS ROAD, YORK, PA, 17403, 717-846-1970 - 0 ($35,000,000.00) Equity, (File 333-192474 - Nov. 21) (BR. 07B) S-1 SCHOOL SPECIALTY INC, W6316 DESIGN DRIVE, GREENVILLE, WI, 54942, (920) 734-5712 - 402,296 ($34,396,308.00) Equity, (File 333-192475 - Nov. 21) (BR. 02B) S-1 Fantex, Inc., 330 TOWNSEND ST., SUITE 234, SAN FRANCISCO, CA, 94107, 650-619-2689 - 0 ($4,211,000.00) Equity, (File 333-192476 - Nov. 21) (BR. 05A) S-8 CROSSROADS SYSTEMS INC, 11000 NORTH MOPAC EXPRESSWAY, AUSTIN, TX, 78759, 5123490300 - 500,000 ($735,000.00) Equity, (File 333-192477 - Nov. 21) (BR. 03B) S-3ASR MANITOWOC CO INC, 2400 SOUTH 44TH STREET, MANITOWOC, WI, 54221-0066, 9206522222 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-192478 - Nov. 21) (BR. 10B) S-1 IMC Holdings, Inc., 12121 JONES ROAD, HOUSTON, TX, 77070, 281-955-0000 - 450,000 ($9,000.00) Equity, (File 333-192479 - Nov. 21) (BR. )
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