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COMMISSION ANNOUNCEMENTSSEC Suspends Trading in the Securities of PrimeGen Energy CorporationOn March 1, 2010, the Securities and Exchange Commission ordered the temporary suspension of trading in the securities of PrimeGen Energy Corporation (PrimeGen), commencing at 9:30 a.m. EST on March 1, 2010, and terminating at 11:59 p.m. EST on March 12, 2010. The Commission ordered this trading suspension because of questions that have arisen regarding the adequacy and accuracy of publicly disseminated information concerning, among other things, PrimeGen's current financial condition, management, and business operations, and the promotion of PrimeGen's stock. PrimeGen is quoted on the Pink Sheets under the symbol "PGNE." 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 PrimeGen. 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 it has complied with the rule, it should not enter any quotation but immediately contact the staff in the Division of Trading and Markets, Office of Interpretation and Guidance, at (202) 551-5760. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, it should refrain from entering quotations relating to the securities of PrimeGen until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. If any broker or dealer enters any quotation that is in violation of the rule, the Commission will consider the need for prompt enforcement action. The SEC's Office of Investor Education and Advocacy has information for investors and members of the general public on topics directly related to this action by the SEC. See http://www.sec.gov/investor/antispaminitiative.htm for a compilation of helpful links. (Rel. 34-61603) SEC Issues Notice of Proposed Distribution Plan and Opportunity for Comment In the Matter of Morgan Stanley & Co. Inc.The Commission announced today that it has given notice, pursuant to Rule 1103 of the U.S. Securities and Exchange Commission's Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. S 201.1103, that the Division of Enforcement has filed a proposed plan (Distribution Plan) for the distribution of monies in In the Matter of Morgan Stanley & Co. Inc. The Distribution Plan provides for distribution of disgorgement, prejudgment interest, and a civil penalty totaling $17 million paid by Morgan Stanley & Co. Inc. (MS&Co.), as successor to Morgan Stanley DW Inc. (MSDW), plus any accumulated interest, less any taxes, to mutual funds affected by the market-timing conduct of financial advisors at MSDW between January 2002 and August 2003. The Distribution Plan describes the procedures by which affected mutual funds are identified, the procedures used to calculate the amounts to be paid to these mutual funds, and how those amounts are to be distributed. Accordingly, the affected mutual funds need not go through a claims-made process. Pursuant to the Distribution Plan, MS&Co. is responsible for all costs and expenses associated with the distribution. A copy of the Distribution Plan may be obtained from the Commission's public website (http://www.sec.gov), or by submitting a written request to Christopher R. Conte, Associate Director, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-5561. Any person or entity wishing to comment on the Distribution Plan must do so in writing by submitting their comments within 30 days of the date of the notice (i) to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090; (ii) via the Commission's Internet comment form (www.sec.gov/litigation/admin.shtml); or (iii) by sending an e-mail to rule-comments@sec.gov. Comments submitted by e-mail or via the Commission's web site should include the Administrative Proceeding File Number (Admin. Proc. File No. 3-12907) in the subject line. Comments received will be publicly available. Persons should submit only information that they wish to make publicly available. (Rel. 34-61598; File No. 3-12907) RULES AND RELATED MATTERSNotice of Revised System of RecordsThe Commission issued a notice requesting comments on a proposed revised Privacy Act system of records: "Mailing, Contact and Other Lists (SEC-56)." This revised system adds one new routine use found at #8 in the notice. This system contains records related to individuals and employees who submit requests for information, subscriptions, inquiries, guidance, informal advice and other assistance to the SEC, and records related to individuals who register for SEC-related activities and events such as seminars, training programs or compliance meetings. Publication of this notice is expected in the Federal Register during the week of March 1. (Rel. PA-41; File No. S7-05-10) ENFORCEMENT PROCEEDINGSBernard Daniel Braver Barred from Association With Any Broker or DealerOn Feb. 26, 2010, 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 Bernard Daniel Braver. The Order finds that from at least October 2006 through November 2007, Braver was a salesman at Rabinovich & Associates, LP (Fund), an unregistered broker-dealer and investment company, and that from August 2005 through March 2006, Braver was associated with a broker-dealer registered with the Commission. The Order further finds that on Jan. 26, 2010, a final judgment was entered by consent against Braver, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act), and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled SEC v. Bernard Daniel Braver, Civil Action Number 1:10-CV-469, in the United States District Court for the Southern District of New York. In that action, the Commission's complaint alleged that, from at least October 2006 through November 2007, Braver sold unregistered securities in the form of limited partnership interests in the Fund and unlawfully operated as an unregistered broker-dealer; that during that period, Braver knowingly or recklessly misrepresented to investors and prospective investors that the Fund was highly profitable, when in fact it had only lost money throughout its existence, and that the Fund was located on Wall Street when in fact it operated out of a boiler room in Brooklyn. The complaint also alleged that Braver failed to disclose to investors and prospective investors the disciplinary history of Alex Rabinovich, the Fund's general partner and portfolio manager. Based on the above, the Order bars Braver from association with any broker or dealer. Braver consented to the issuance of the Order without admitting or denying any of the findings, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the entry of the injunction, which are admitted. (Rel. 34-61599; File No. 3-13794) In the Matter of Christine M. Zamorsky aka Christine Thompson, Jeffrey M. Zamorsky and Jesse Anthony "Tony" AguilarOn Feb. 26, 2010, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Notice of Hearing (Order) against Christine M. Zamorsky aka Christine Thompson (C. Zamorsky), Jeffrey M. Zamorsky (J. Zamorsky) and Jesse Anthony "Tony" Aguilar (Aguilar) (Respondents). In November 2001, Aguilar pled guilty in the United States District Court for the Western District of Texas, in U.S. v. Jesse Anthony Aguilar, W. Dist. Texas, No. A-01-CR-227(1)-SS (Nov. 8, 2001), to conspiracy to commit mail fraud, wire fraud and securities fraud for misappropriating more than $1.2 million from investors in connection with an oil and gas offering fraud. On Feb. 2, 2010, the U.S. District Court for the District of Colorado entered final judgment against C. Zamorsky and on March 31, 2009 entered final judgments against J. Zamorsky and Aguilar, permanently enjoining them from future violations of Sections 5(a) and 5(c) and Section 17(a) of the of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10(b)(5) thereunder. SEC v. Icon World Corporation (d/b/a Icon World Resources and Icon Corporation), et al., Civil Action No. 08-cv-01088-MSK-CBS, in the United States District Court for the District of Colorado. The Complaint alleged that from approximately May 2007 to March 2008, the Respondents raised more than $1.3 million from more than twenty-three investors in at least 11 states through the fraudulent and unregistered sale of interests in oil and gas wells. During this time, the Respondents acted as unregistered broker-dealers by using the means of interstate commerce, including the telephone and the mails, to effect purchases and sales of the fraudulent and unregistered securities for the accounts of others. The Order directed that a hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide the Respondents an opportunity to respond to these allegations, and to determine what sanctions, if any, are appropriate and in the public interest. The Order also directs that the Administrative Law Judge shall issue an initial decision no later than 210 days from the date of service of the Order. (Rel. 34-61602; File No. 3-13795) In the Matter of Sharanjit K. Khanna aka Sharanjit K. GrewalOn March 1, 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 Sharanjit K. Khanna aka Sharanjit K. Grewal. The Order finds that on Jan. 29, 2010, a judgment was entered against Sharanjit K. Khanna aka Sharanjit K. Grewal, permanently enjoining her from future 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 and Rule 10b-5 thereunder, in the civil action entitled SEC v. Mohit A. Khanna, et al., Civil Action Number 09-CV-1784 BEN (WVG) in the United States District Court for the Southern District of California. The Order further finds that the Commission's First Amended Complaint alleged that Khanna was involved in perpetrating the fraudulent scheme conducted by MAK 1 Enterprises Group, LLC (MAK 1), which was controlled by Khanna's husband, Mohit A. Khanna, from 2003 to August 2009. In addition, the Order finds that the First Amended Complaint alleged Khanna was associated with a broker-dealer from 2003 until April 2004 and she was associated with an investment adviser from February 2003 to January 2006 and, during that time, Khanna solicited several investors, made false and misleading statements to investors, concealed a Financial Industry Regulatory Authority bar order entered against Mohit Khanna in 2004, and used misappropriated investor funds for her personal expenses. The First Amended Complaint also alleged that Khanna sold unregistered securities. Based on the above, the Order bars Khanna from association with any broker, dealer, or investment adviser. Khanna consented to the issuance of the Order without admitting or denying any of the findings in the Order except as to the Commission's jurisdiction over her, the subject matter of these proceedings, and the entry of the judgment in the civil injunctive action. (Rel. 34-61604; IA-2987; File No. 3-13796) In the Matter of Gerard A.M. Oprins, CPA, and Wendy McNeeley, CPAOn March 1, the Commission issued an Order Instituting Public Administrative Proceedings Pursuant to Section 4C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission's Rules of Practice against Gerard A. M. Oprins, CPA, (Oprins) and Wendy McNeeley, CPA (McNeeley). In the Order, the Division of Enforcement and the Office of the Chief Accountant allege that Oprins and McNeeley engaged in improper professional conduct during Ernst & Young LLP's independent audits of the 2004 financial statements for investment adviser AA Capital Partners, Inc. (AA Capital) and one of its affiliated private equity funds, the AA Capital Equity Fund (Equity Fund). According to the Division of Enforcement and the Office of the Chief Accountant, Oprins, the engagement partner, and McNeeley, the manager, learned during onsite work for the audits in May and June 2005 that AA Capital's president purportedly had borrowed $1.92 million in client funds during 2004 to pay a personal tax liability. In fact, AA Capital's president had invented the story about his purported "tax loan" to conceal his ongoing misappropriation of client funds for his personal use. Despite learning about the "tax loan" during the audits, the Division of Enforcement and the Office of the Chief Accountant allege that Oprins and McNeeley failed to conduct themselves in accordance with Generally Accepted Auditing Standards (GAAS) in that they did not properly evaluate the "tax loan" as a related party transaction and instead relied solely upon dubious and unsubstantiated information obtained from AA Capital's chief financial officer. The Division of Enforcement and the Office of the Chief Accountant further allege that Oprins and McNeeley caused Ernst & Young to issue unqualified audit reports for AA Capital's and the Equity Fund's 2004 financial statements even though the purported "tax loan" was not adequately disclosed in conformity with General Accepted Accounting Principles (GAAP) and Ernst & Young's audits were not conducted in accordance with GAAS. The Division of Enforcement and the Office of the Chief Accountant allege that, as a result, Oprins and McNeeley engaged in improper professional conduct as defined in Section 4C of the Exchange Act and Rules 102(e)(1)(ii) and (iv) in that their conduct constituted (A) intentional or knowing conduct, including reckless conduct, that resulted in a violation of applicable professional standards, or, in the alternative, (B) negligent conduct, consisting of a single instance of highly unreasonable conduct that resulted in a violation of applicable professional standards in circumstances in which Respondents knew, or should have known, that heightened scrutiny was warranted. The Order directs that a public hearing be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide Oprins and McNeeley an opportunity to establish any defenses, and to determine what, if any, remedial action is appropriate. The Order requires that an Administrative Law Judge 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. 34-61607A; AAE Rel. 3116A; File No. 3-13797) In the Matter of L. Luria & Son, Inc.An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default as to Seven Respondents (Default Order) in L. Luria & Son, Inc., Administrative Proceeding No. 3-13768. The Order Instituting Proceedings (OIP) alleged that nine Respondents repeatedly failed to file required annual and quarterly reports while their securities were registered with the Securities and Exchange Commission (Commission). The Default Order finds these allegations to be true as to seven of the Respondents and revokes the registrations of each class of registered securities of L. Luria & Son, Inc., Lew Corp. (n/k/a Questus Global Limited), Library Bureau, Inc., Life Sciences, Inc., Lindatech, Inc., Littlefield, Adams & Company, and Liuski International, Inc., pursuant to Section 12(j) of the Securities Exchange Act of 1934. The Commission previously accepted settlement offers from LifeSmart Nutrition Technologies, Inc., and Lightning Rod Software, Inc., the other two Respondents named in the OIP. L. Luria & Son, Inc., Exchange Act Release Nos. 61552 and 61553 (Feb. 22, 2010). (Rel. 34-61608; File No. 3-13768) INVESTMENT COMPANY ACT RELEASESOrders of Deregistration Under the Investment Company ActOrders have been issued under Section 8(f) of the Investment Company Act declaring that each of the following has ceased to be an investment company:
Millington Securities, Inc. and Millington Unit Investment TrustsA notice has been issued giving interested persons until March 19, 2010, to request a hearing on an application filed by Millington Securities, Inc. (Millington) and Millington Unit Investment Trusts for an order: (a) under Section 6(c) of the Investment Company Act for exemptions from Sections 2(a)(32), 2(a)(35), 22(d) and 26(a)(2)(C) of the Act and Rule 22c-1 thereunder to permit certain unit investment trusts to impose sales charges on a deferred basis and waive the deferred sales charge in certain cases; (b) under Sections 11(a) and 11(c) of the Act to approve certain exchange and rollover privileges; (c) under Section 6(c) of the Act for an exemption from Section 14(a) of the Act to permit the unit investment trust series to publicly offer their units without Millington having to take for its own account or place with others $100,000 worth of units; and (d) under Section 6(c) of the Act for an exemption from Section 19(b) of the Act and Rule 19b-1 thereunder to permit the series to distribute capital gains resulting from the sale of portfolio securities within a reasonable time after receipt. (Rel. IC-29160 - February 25) Notices of Deregistration Under the Investment Company ActFor the month of February 2010, a notice has been issued giving interested persons until March 23, 2010, 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:
(Rel. IC-29161 - February 26) BlackRock, Inc.An order has been issued to BlackRock, Inc., under Sections 206A of the Act, granting an exemption from subsections (a)(2)(iii)(A)(3) and (a)(2)(iii)(B) of Rule 206(4)-3 under the Investment Advisers Act. The order grants BlackRock, Inc. and its investment advisory subsidiaries an exemption under the Act from subsection (a)(2)(iii)(A)(3) of Rule 206(4)-3, which requires any cash solicitor for an investment adviser to provide a prospective client with a separate solicitor's disclosure document at the time of the solicitation, and from subsection (a)(2)(iii)(B) of Rule 206(4)-3, which requires an investment adviser to receive a prospective client's written acknowledgement of receipt of the separate solicitor's document prior to entering into any advisory contract with that client. (Rel. IA-2988) SELF-REGULATORY ORGANIZATIONSImmediate Effectiveness of Proposed Rule ChangesA proposed rule change filed by the NASDAQ Stock Market amending NASDAQ Options Market Chapter V, Section 6, Obvious Errors (SR-NASDAQ-2010-022) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of March 1. (Rel. 34-61573) A proposed rule change filed by The NASDAQ Stock Market (SR-NASDAQ-2010-016) to modify pricing for the NASDAQ Options Market (NOM) 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 March 1. (Rel. 34-61580) A proposed rule change filed by NASDAQ OMX PHLX (SR-Phlx-2010-23) relating to Intermarket Linkage Rules 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 March 1. (Rel. 34-61583) A proposed rule change filed by The NASDAQ Stock Market (SR-NASDAQ-2010-024) to adopt a round lot holder initial listing requirement for listing of warrants on the Nasdaq Global and Capital Markets except for initial firm commitment underwritten public offering has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of March 1. (Rel. 34-61594) Proposed Rule ChangeThe NASDAQ Stock Market filed a proposed rule change (SR-NASDAQ-2010-025) to amend the By-laws of The NASDAQ OMX Group, Inc. Publication is expected in the Federal Register during the week of March 1. (Rel. 34-61582) Approval of Proposed Rule ChangesThe Commission approved a proposed rule change submitted by NASDAQ OMX PHLX (SR-Phlx-2009-113) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 relating to index option position limits. Publication is expected in the Federal Register during the week of March 1. (Rel. 34-61590) The Commission approved a proposed rule change (SR-DTC-2009-17) filed by The Depository Trust Company under Section 19(b)(1) of the Exchange Act to allow DTC to provide settlement services to EuroCCP for U.S. Securities traded on European trading venues. Publication is expected in the Federal Register during the week of March 1. (Rel. 34-61593) JOINT INDUSTRY PLAN RELEASESOrder Approving and Declaring Effective an Amendment to the Plan for the Allocation of Regulatory Responsibilities Concerning Options-Related Market SurveillanceThe NYSE Amex, BATS Exchange, C2 Options Exchange, the Chicago Board Options Exchange, the International Securities Exchange, Financial Industry Regulatory Authority, the NYSE Arca, The NASDAQ Stock Market, NASDAQ OMX BX, and NASDAQ OMX PHLX filed a proposed plan for the allocation of regulatory responsibilities pursuant to Rule 17d-2 (File No. 4-551) concerning options-related market surveillance. Publication is expected in the Federal Register during the week of March 1. (Rel. 34-61588) Order Approving and Declaring Effective an Amendment to the Plan for the Allocation of Regulatory Responsibilities Concerning Options-Related Sales Practice MattersThe BATS Exchange, the Chicago Board Options Exchange, C2 Options Exchange, the International Securities Exchange, Financial Industry Regulatory Authority, the New York Stock Exchange, NYSE Amex, NYSE Arca, The NASDAQ Stock Market, NASDAQ OMX BX, and NASDAQ OMX PHLX, filed a proposed plan for the allocation of regulatory responsibilities pursuant to Rule 17d-2 (File No. S7-966) concerning options-related sales practice matters. Publication is expected in the Federal Register during the week of March 1. (Rel. 34-61589) SECURITIES ACT REGISTRATIONSRECENT 8K FILINGS
http://www.sec.gov/news/digest/2010/dig030110.htm
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