![]() |
![]() |
|||||||||||||||
![]() |
|
![]() |
![]() |
COMMISSION ANNOUNCEMENTSSecurities and Exchange Commission Suspends Trading in the Securities of Consumers Financial CorporationThe Securities and Exchange Commission announced the temporary suspension of trading in the securities of Consumers Financial Corporation (CFC), commencing at 9:30 a.m. EDT on Sept. 29, 2009, and terminating at 11:59 p.m. EDT on Oct. 12, 2009. The Commission temporarily suspended trading in the securities of this issuer due to a lack of current and accurate information about CFC because it has not filed periodic reports with the Commission since the period ended Dec. 31, 2005. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act). The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by CFC. 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 CFC's 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. If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to Elaine C. Greenberg, Associate Regional Director of the Philadelphia Regional Office at (215) 597-3100. (Rel. 34-60728) ENFORCEMENT PROCEEDINGSCommission Orders Hearing on Registration Suspension or Revocation Against Consumers Financial Corporation for Failure to Make Required Periodic FilingsIn conjunction with today's trading suspension, the Commission today also instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of CFC for failure to make required periodic filings with the Commission. In the Matter of Consumers Financial Corporation, Administrative Proceeding File No. 3-13628. In the Order, the Division of Enforcement (Division) alleges that the respondent is delinquent in its required periodic filings with the Commission. In these proceedings, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the Respondent to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of the securities of CFC should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-60729; File No. 3-13628) Administrative Proceedings Instituted Against Universal Food & Beverage Co.On September 29, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (the Order) against Universal Food & Beverage Co. (Universal). In the Order, the Division of Enforcement alleges that Universal has failed to file annual reports on Form 10-KSB for the years ended Dec. 31, 2006 and Dec. 31, 2007, has failed to file quarterly reports on Form 10-QSB for the quarters ended March 31, 2006, June 30, 2006, Sept. 30, 2006, March 31, 2007, June 30, 2007, Sept. 30, 2007, March 31, 2008, June 30, 2008, and Sept. 30, 2008, and as a result of that conduct, has failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (the Exchange Act) and Rules 13a-1 and 13a-13 thereunder. A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide the Respondent an opportunity to dispute these allegations, and to determine whether, pursuant to Section 12(j) of the Exchange Act, it is necessary or appropriate for the protection of investors to suspend for a period not exceeding twelve months or revoke the registration of each class of securities of Universal registered pursuant to Section 12 of the Exchange Act. The order requires the Administrative Law Judge to issue an initial decision no later than 120 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice. (Rel. 34-60731; File No. 3-13629) In the Matter of United Global Securities, Inc. and Richard D. BlairOn September 29, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933, Sections 15(b) and 21C of the Securities Exchange Act of 1934, and Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) against United Global Securities, Inc. and Richard D. Blair. The Order finds that United Global Securities, Inc. and Richard D. Blair, 39, of Sugar Land, Texas, engaged in the improper switching of variable annuities by convincing 17 customers to surrender variable annuities and repurchase new variable annuities twice within an 18 month period beginning in late 2004. Additionally, the Order finds that Blair caused United Global to maintain inaccurate books and records and operate with a net capital deficiency in January and February 2007. The Order: (i) requires United Global to cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and (3) of the Securities Act, Sections 15(c)(3)(A) and 17(a)(1) of the Exchange Act and Rules 15c3-1, 17a-3(a), and 17a-11 thereunder, and Section 206(2) of the Advisers Act; (ii) requires Blair to cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and (3) of the Securities Act and Section 206(2) of the Advisers Act; (iii) requires Blair to cease and desist from causing any violations and any future violations by United Global of Sections 15(c)(3)(A) and 17(a)(1) of the Exchange Act and Rules 15c3-1, 17a-3(a), and 17a-11 thereunder; (iv) censures United Global and Blair; (v) requires United Global and Blair, jointly and severally, to pay a $25,000 civil money penalty; and (vi) requires United Global and Blair to comply with undertakings. (Rels. 33-9066; 34-60732; IA-2928; File No. 3-13630) In the Matter of Stratum Wealth Management, LLC and Charles B. GanzOn September 29, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933 (Securities Act), Section 21C of the Securities Exchange Act of 1934 (Exchange Act), Sections 203(e), 203(f), and 203(k) of the Investment Advisers Act of 1940 (Advisers Act), and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order against Stratum Wealth Management, LLC (Stratum) and Charles B. Ganz (Ganz). The Order finds that Stratum, a former registered investment adviser based in Boca Raton, Florida, through Ganz, its chairman, sole officer, and sole owner, willfully violated, among other things, the anti-fraud provisions of the Securities Act, Exchange Act, and Advisers Act, and numerous other provisions of the Advisers Act. Beginning in November 2004, Ganz misappropriated funds from a client's account for nearly a year, totaling approximately $400,600, to pay for his personal expenses. In addition, Stratum purchased bonds for the accounts of two clients, at a price Ganz knew was significantly higher than the value of the bonds, in order to transfer the investment and avoid losses for another client who threatened legal action against Stratum. Moreover, from at least January 2006 through October 2006, Stratum sent its clients misleading monthly statements, which falsely implied that the current market value or fair value of restricted securities each client owned was equivalent to the market price of freely-trading stock. Stratum and Ganz also failed to disclose a material conflict of interest and that Stratum's financial condition was severely impaired. Finally, Stratum failed to maintain required books and records and failed to maintain an accurate Form ADV. Based on the above, the Order censures Stratum; requires Stratum and Ganz to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 204, 206(1), 206(2), 206(4), and 207 of the Advisers Act and Rules 204-2 and 206(4)-4 promulgated thereunder; bars Ganz from association with any investment adviser or investment company; prohibits Ganz 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 orders Ganz to pay a civil money penalty in the amount of $90,000. Stratum and Ganz consented to the issuance of the Order without admitting or denying any of the findings therein. (Rels. 33-9067; 34-60735; IA-2930; IC-28934; File No. 3-13633) In the Matter of Commonwealth Equity Services, LLP D/B/A Commonwealth Financial NetworkOn September 29, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, and 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 Commonwealth Equity Services, LLP d/b/a Commonwealth Financial Network (Commonwealth). The Order finds that Commonwealth, a registered broker-dealer and investment adviser, recommended - but did not require - that its registered representatives maintain antivirus software on their computers, which the registered representatives used to access customer account information on the firm's intranet and trading platform. As a result, Commonwealth's customer information was left vulnerable to unauthorized access. In addition, Commonwealth did not have procedures in place to adequately review its registered representatives' computer security measures. In particular, Commonwealth's internal auditors did not audit branch office computers to determine whether antivirus software was installed, nor did Commonwealth have procedures in place to follow up on potential computer security issues uncovered during branch audits or when registered representatives contacted Commonwealth's information technology help desk for computer-related assistance. As a result of the conduct described above, Commonwealth willfully violated Rule 30(a) of Regulation S-P (17 C.F.R. S 248.30(a)). Based on the above, the Order censures Commonwealth and orders that it cease and desist from committing or causing any violations and any future violations of Rule 30(a) of Regulation S-P and pay a civil monetary penalty of $100,000. Commonwealth consented to the issuance of the Order without admitting or denying any of the findings in the Order, except jurisdiction, which it admitted. (Rel. 34-60733; IA-2929; File No. 3-13631) Securities and Exchange Commission Orders Hearing on Registration Revocation Against Eight Public Companies for Failure to Make Required Periodic FilingsToday the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of eight companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the eight issuers are delinquent in their required periodic filings with the Commission. In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 or 13a-16 thereunder, are true. The Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-60734; File No. 3-13632) Delinquent Filer's Stock Registration RevokedThe registration of the registered securities of Petro Industries, Inc. (n/k/a Caddo International, Inc.), has been revoked. The company had failed to file required annual and quarterly reports with the Securities and Exchange Commission for almost four years. Thus, it violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. The revocation was ordered in an administrative proceeding before an administrative law judge. (Initial Decision No. 389; File No. 3-13527) Commission Sanctions Thomas C. Bridge for Violations of the Antifraud Provisions of the Securities Laws and James D. Edge and Jeffrey K. Robles for Failing to Supervise ReasonablyThe Commission has found that Thomas C. Bridge, a salesperson formerly associated with broker-dealer A.G. Edwards & Sons, Inc., violated antifraud provisions in connection with trading in mutual funds on behalf of a client who engaged in market timing. The Commission found that Bridge, as well as Charles D. Sacco, another A.G. Edwards salesperson who settled a related Commission proceeding against him, "took various actions - such as establishing multiple accounts with different customer names and numbers, transferring assets between accounts, transferring accounts between branch offices, and linking activity in the accounts to other [salespersons] through the use of "split" [salesperson identification] numbers - in an effort to mislead mutual fund companies as to the identity of their market-timing clients." The Commission concluded that Bridge and Sacco "deceived the funds into permitting trades that conflicted with fund restrictions" and thereby "employed a scheme to defraud and engaged in a practice that operated as a fraud upon the mutual fund companies." The Commission also found that James D. Edge, former branch manager of A.G. Edwards' Boca Raton and Lake Worth offices and Bridge's direct supervisor, and Jeffrey K. Robles, former branch manager of A.G. Edwards' Boston (Back Bay) office and Sacco's direct supervisor, failed to exercise that supervision reasonably. The Commission noted that Edge "was fully aware of, and complicit in, the tactics Bridge used to continue trading in mutual funds that had placed restrictions on Bridge's trading." It also determined that Robles "knew Sacco's trading was aberrant and that Sacco was receiving correspondence from mutual fund companies placing restrictions on his trading." The Commission therefore concluded that "Robles' failure to respond adequately to indications that Sacco was engaging in questionable activity was at least unreasonable under the circumstances." For these violations, Bridge was barred from association with any broker or dealer with a right to reapply after five years and ordered to cease and desist from committing future violations of the antifraud provisions, to pay disgorgement plus prejudgment interest, and to pay a civil money penalty. Edge and Robles were barred from association with any broker or dealer in a supervisory capacity with a right to reapply after five and three years, respectively, and were both assessed a civil money penalty. A.G. Edwards was acquired in January 2008 by Wachovia Corporation, which was itself acquired by Wells Fargo and Company in October 2008. (Rel. 33-9068; 34-60736) SEC Obtains Default Judgment, Full Disgorgement, and Civil Penalties Against MRI and Flores For Ponzi Scheme Targeting Hispanic-AmericansA federal judge in Los Angeles, California, issued a default judgment against defendants Maximum Return Investments, Inc. (MRI) and Clelia A. Flores in an action brought by the United States Securities and Exchange Commission (SEC). The SEC alleged that Flores and MRI perpetrated a $23 million Ponzi scheme that targeted the Hispanic-American community. In an amended judgment issued September 9, 2009, the Honorable Otis D. Wright II of the United States District Court for the Central District of California permanently enjoined MRI and Flores from future violations of the antifraud provisions of the securities laws, imposed civil penalties of $650,000 against MRI and $130,000 against Flores, and ordered MRI and Flores jointly to pay disgorgement of $10,355,778 plus prejudgment interest of $259,738.63. The SEC filed its complaint against MRI and Flores on April 13, 2009. The complaint alleged that Flores and MRI misled investors by promising that their money would be used for "risk-free" investment programs in real estate, commodities, and bank instrument trading and promised returns of up to 25 percent within 30 to 45 days. The Commission alleged, however, that Flores and MRI used approximately $13 million from new investors to pay the principal and interest due to earlier investors. According to the complaint, Flores also misappropriated more than $3.5 million of investor funds for personal expenses, including $443,000 to purchase a home, and almost $1.5 million to finance MRI's operations, most of which was used to pay for a lavish party celebrating MRI's purported financial success. Only $5.6 million was invested in high-risk ventures and start-up companies that never paid MRI any returns. MRI and Flores did not defend against the charges and the judgment was entered as a default. For additional information, please see Litigation Release No. 20997 (April 13, 2009). The SEC's Office of Investor Education and Assistance has previously issued an investor alert, available on the SEC's website, which provides tips on avoiding investment scams that target groups. See http://www.sec.gov/investor/pubs/affinity.htm. [SEC v. Maximum Return Investments, Inc. and Clelia A. Flores, Case No. CV 09-2536 ODW (C.D. Cal.)] (LR-21225) SEC v. George Wesley Harris and Giant Operating, LLC, Defendants, and Stephen Christopher Plunkett, Giant Petroleum, Inc. and DSSC Operating LLC, Relief DefendantsOn September 28, Securities and Exchange Commission filed an emergency civil injunctive action against George Wesley Harris and Giant Operating, LLC for their roles in defrauding investors in oil and gas securities offerings. The Commission's complaint alleges that, from at least December 2007 through the present, Harris and Giant have raised over $13 million from 150 investors located throughout the United States in at least five oil-and-gas securities offerings. The complaint alleges that the five offerings, which were not registered with the Commission, as required under the law, were sold through an unregistered boiler-room located in Irving, Texas. The Commission's complaint also alleges that Giant and Harris offered and sold these securities by making material misrepresentations regarding, among other things, the use of offering proceeds, investment returns, and purportedly lucrative contracts with third parties. The Commission's complaint further alleges that Harris misappropriated and misapplied at least $2 million of the offering proceeds by, among other things, transferring funds to Giant Petroleum and DSSC, two companies that Harris owns and controls, and to Plunkett. The Commission's complaint, filed in United States District for the Northern District of Texas, alleges that Giant and Harris violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission's complaint also names Stephen Christopher Plunkett, Giant Petroleum, Inc. and DSSC Operating LLC as relief defendants. Without admitting or denying the allegations contained in the Commission's complaint, Giant and Harris have consented to the entry of a preliminary injunction, asset freeze, accounting, an order preserving documents, expedited discovery, and to the appointment of a Receiver. The Commission also seeks permanent injunctions against further violations of the securities laws, disgorgement plus prejudgment interest, and civil money penalties from Harris and Giant. The Commission also seeks an asset freeze, accounting, and an order preserving documents against the relief defendants in order to recover all investor funds improperly obtained by them. [SEC v. George Wesley Harris and Giant Operating, LLC, Defendants, and Stephen Christopher Plunkett, Giant Petroleum, Inc. and DSSC Operating LLC, Relief Defendants, Civil Action No. 3:09-cv-01809-M (N.D. Tx)] (LR-21226) SEC Charges Virtual Reality Product Maker and Individuals in Boiler Room FraudThe Securities and Exchange Commission charged 3001 AD, LLC, its principals Jimmy L. Barker, Robert J. Ladrach and Marc S. Rifkin; and three former sales agents Ronald B. Bowsky, Jack W. Maddock and Michael J. Weidgans for conducting a fraudulent offering scheme wherein they raised approximately $20 million from about 500 investors nationwide. The defendants conducted a maze of unregistered offerings that hyped the company's supposedly promising virtual reality video game products. Investors were told in the offering materials that the sales commissions paid on their investments were dramatically less than they actually were. An imminent Initial Public Offering was repeatedly hyped to investors while no steps were actually being taken toward going public. And prestigious business relationships between 3001 AD and Microsoft, Apple, and former Disney CEO Michael Eisner were touted to investors even though such relationships never existed. The SEC's complaint, filed in U.S. District Court for the Southern District of Florida, charges 3001 AD and the defendants with violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, thereunder, and charges Barker, Rifkin, Bowsky, Maddock and Weidgans with violating Section 15(a) of the Exchange Act. The SEC is seeking permanent injunctions, disgorgement and financial penalties against all defendants and the imposition of officer and director bars against Barker, Ladrach, and Rifkin. [SEC v. 3001 AD, LLC, Jimmy L. Barker, Robert J. Ladrach, Marc S. Rifkin, Ronald B. Bowsky, Jack Maddock and Michael Weidgans, Civil Action No. 09-CV-81453] (LR-21227) INVESTMENT COMPANY ACT RELEASESNotices of Deregistration under the Investment Company ActFor the month of September, 2009, a notice has been issued giving interested persons until Oct. 20, 2009, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act declaring that the applicant has ceased to be an investment company:
Ridgewood Capital Energy Growth Fund, LLC, et al.A notice has been issued giving interested persons until Oct. 20, 2009, to request a hearing on an application filed by Ridgewood Capital Energy Growth Fund, LLC, et al., for an order to permit a business development company to co-invest with certain affiliated investment funds in portfolio companies. (Rel. IC-28931 - September 25) SELF-REGULATORY ORGANIZATIONSImmediate Effectiveness of Proposed Rule ChangesA proposed rule change filed by NYSE Arca (SR-NYSEArca-2009-85) Relating to Strike Price Intervals of $0.50 for Options on Stocks Trading at or Below $3.00 has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of September 28. (Rel. 34-60721) A proposed rule change filed by Financial Industry Regulatory Authority to Extend to November 30, 2010, the Implementation of FINRA Rule 4240 (Margin Requirements for Credit Default Swaps) (SR-FINRA-2009-063) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of September 28. (Rel. 34-60722) Accelerated Approval of Proposed Rule ChangesThe Commission issued notice of Amendment No. 1 and approved on an accelerated basis a proposed rule change, as modified by Amendment No. 1, submitted by NYSE Arca. (SR-NYSEArca-2009-74) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 relating to listing four Grail Advisors RP Exchange-Traded Funds. Publication is expected in the Federal Register during the week of September 28. (Rel. 34-60717) The Commission approved on an accelerated basis a proposed rule change submitted by the Financial Industry Regulatory Authority (SR-FINRA-2009-010) as modified by Amendment No. 2 thereto, to expand TRACE to include agency debt securities and primary market transactions. Publication is expected in the Federal Register during the week of September 28. (Rel. 34-60726) Approval of Proposed Rule ChangeThe Commission approved a proposed rule change filed by the Municipal Securities Rulemaking Board (SR-MSRB-2009-12) pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934, Relating to Amendments to Rule G-11(i) (Settlement of Syndicate or Similar Account), Rule G-11(j) (Payment of Designations), and Rule G-12(i) (Settlement of Joint or Similar Account). Publication is expected in the Federal Register during the week of September 28. (Rel. 34-60725) SECURITIES ACT REGISTRATIONSRECENT 8K FILINGS
http://www.sec.gov/news/digest/2009/dig092909.htm
|