SEC News Digest

ENFORCEMENT PROCEEDINGS

In the Matter of Anything2Ship, Inc., et al.

On October 8, an Administrative Law Judge issued an Order Making Findings and Revoking Registrations by Default in Anything2Ship, Inc., Administrative Proceeding No. 3-14045, as to Anything2Ship, Inc., Aquaculture Resources Management, Inc., Arcadia Investments, Inc., Armitec, Inc., Arrow Capital Group, Inc., August Financial Holding Co., Inc., and AW Computer Systems, Inc. The Default Order finds that these seven Respondents failed to comply with Section 13(a) of the Securities Exchange Act of 1934 and Exchange Act Rules 13a-1 and 13a-13 because each Respondent failed to make periodic filings with the Commission for a number of years. Based on these findings, the Default Order, pursuant to Section 12(j) of the Exchange Act, revokes the registration of each class of registered securities of each of these companies. (Rel. 34-63065)

SEC Charges Penny Stock Promoters in Series of Kickback Schemes

On October 8, the Securities and Exchange Commission charged more than a dozen penny stock promoters and their companies with securities fraud for their roles in various illicit kickback schemes to manipulate the volume and price of microcap stocks and illegally generate stock sales.

The SEC worked closely with the U.S. Attorney's Office for the Southern District of Florida and the Federal Bureau of Investigation as the separate schemes were uncovered through FBI undercover operations conducted in such a way that no investors suffered harm. The U.S. Attorney today announced criminal charges against some of the same individuals facing SEC civil charges.

The defendants, who are all insiders or promoters of publicly traded microcap companies, sought to manipulate the volume and price of microcap stocks and to generate stock sales through the payment of illegal kickbacks. The defendants thought they were paying-off corrupt pension fund managers, stockbrokers, or promoters, but these individuals were in reality undercover FBI agents or cooperating sources. In related criminal prosecutions, the United States Attorney's Office for the Southern District of Florida today announced criminal charges against some of the same individuals the SEC sued.

The defendants reside or are based in South Florida, Nevada, California, New Mexico, and Texas.

According to the SEC's complaints, which were all filed in the United States District Court for the Southern District of Florida, most of the schemes involved the defendants paying kickbacks to purported corrupt pension fund managers or stockbrokers, who in return would use their clients' accounts to purchase the publicly traded stock of microcap issuers the defendants controlled or promoted. In one other scheme, a promoter paid another apparently dishonest promoter to make a microcap company's share price rise through false and misleading press releases, e-mail blasts, and newsletters. In all of the schemes, what the defendants did not know was that the individuals with whom they arranged the illegal transactions were actually FBI agents or confidential sources participating in an undercover operation. The undercover operation was conducted in such a way that no investors suffered harm.

The Commission's complaints allege that the defendants in some of the schemes, understood that they needed to disguise the kickbacks as payments to phony consulting companies, which they knew would perform no actual work. In other instances, the defendants knew that the purported corrupt fund managers and brokers would be violating their fiduciary duties to their clients by taking part in the kickback schemes.

The complaints allege the defendants violated Section 17(a) of the Securities Act of 1933, and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. The SEC is seeking: permanent injunctions and financial penalties against all the defendants; disgorgement plus prejudgment interest against the defendants that received ill-gotten gains; officer and director bars against the individual defendants who served as officers or directors of the microcap companies involved; and penny stock bars against all the individual defendants.

The SEC acknowledges the great assistance and cooperation of the United States Attorney's Office for the Southern District of Florida and the Federal Bureau of Investigation, Miami Division in investigating these matters. [SEC v. Scott R. Sand and Ingen Technologies, Inc, Civil Action No. 1:10-cv-23602-PAS (U.S. District Court for the Southern District of Florida); SEC v. Jeffrey Galpern, Civil Action No. 1:10-cv-23603-JLK (U.S. District Court for the Southern District of Florida); SEC v. Jean R. Charbit and Tzemach David Netzer Korem, Civil Action No. 1:10-cv-23604-CMA (U.S. District Court for the Southern District of Florida); SEC v. Anthony Mellone, Alex Parsinia, Larry Wilcox, Macada Holding, Inc. f/k/a Tri-Star Holdings, Inc., Zcom Networks, Inc., and The UC HUB Group, Civil Action No. 1:10-cv-23609-JAL (U.S. District Court for the Southern District of Florida); SEC v. Bruce Palmer and AccessKey IP, Inc., Civil Action No. 1:10-cv-23601-DLG (U.S. District Court for the Southern District of Florida); SEC v. John "Buckeye" Epstein, Steven E. Humphries, Earthworks Entertainment, Inc., and The Fight Zone, Inc. a/k/a Gold Recycle Corp., Civil Action No. 1:10-cv-23606-AJ (U.S. District Court for the Southern District of Florida)] (LR-21691)

INVESTMENT COMPANY ACT RELEASES

Claymore Exchange-Traded Fund Trust, et al.

A notice has been issued giving interested persons until Nov. 1, 2010, to request a hearing on an application filed by Claymore Exchange-Traded Fund Trust, et al. to amend a prior order. The prior order permits: (a) open-end management investment companies, whose series (Funds) are based on certain equity or fixed-income securities indexes (each, an Underlying Index), to issue shares of limited redeemability; (b) secondary market transactions in the shares of the series to occur at negotiated prices; (c) dealers to sell shares to purchasers in the secondary market unaccompanied by a prospectus when prospectus delivery is not required by the Securities Act of 1933; (d) certain affiliated persons of the Funds to deposit securities into, and receive securities from, the Funds in connection with the purchase and redemption of aggregations of the Funds' shares; (e) under certain circumstances, certain Funds to pay redemption proceeds more than seven days after the tender of shares; and (f) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the Funds to acquire shares of the Funds.

Applicants seek to amend the prior order to: (a) permit certain Funds to track an Underlying Index that is created, compiled, sponsored, or maintained by an index provider (Index Provider) that is an affiliated person, or an affiliated person of an affiliated person, of the Fund, its investment adviser, distributor, promoter, or any sub-adviser to the Fund; (b) delete the relief granted from the requirements of section 24(d) of the Investment Company Act of 1940 (Act) in the Prior Order and revise the applications on which the prior order was issued (Prior Applications) to reflect such deletion; (c) modify the 80%/90% investment requirement in the Prior Applications; (d) revise the discussion of depositary receipts in the Prior Applications; and (e) permit the personnel of the investment adviser (Adviser) or any sub-adviser who are responsible for the designation and dissemination of the securities to be used for creations or redemptions to also select securities for purchase or sale by actively-managed accounts of the Adviser or any sub-adviser. (Rel. IC-29458 - October 7)

Van Eck Associates Corporation, et al.

A notice has been issued giving interested persons until Nov. 2, 2010, to request a hearing on an application filed by Van Eck Associates Corporation, et al., for an order to permit: (a) series of certain actively managed open-end management investment companies 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-29459 - October 7)

SELF-REGULATORY ORGANIZATIONS

Immediate Effectiveness of Proposed Rule Changes

A proposed rule change filed by Financial Industry Regulatory Authority, Inc. to reconcile certain amendments approved pursuant to SR-FINRA-2009-061 and SR-FINRA-2010-003 (SR-FINRA-2010-051) 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 October 11. (Rel. 34-63039)

A proposed rule change filed by The NASDAQ Stock Market LLC to modify the requirements to qualify for credits as a Designated Liquidity Provider under Rule 7018(i) (SR-NASDAQ-2010-128) 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 October 11. (Rel. 34-63040)

A proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2010-137) regarding anti-internalization functionality for NASDAQ OMX PSX has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of October 11. (Rel. 34-63050)

A proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2010-135) regarding collars for unpriced orders has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of October 11. (Rel. 34-63051)

A proposed rule change filed by NASDAQ OMX BX, Inc. (SR-BX-2010-067) regarding to amend BX Rule 4751 to include order collar functionality has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of October 11. (Rel. 34-63052)

A proposed rule change filed by the EDGA Exchange, Inc. (SR-EDGA-2010-14) relating to amendments to the EDGA Exchange, Inc. Fee Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of October 11. (Rel. 34-63053)

A proposed rule change filed by the EDGX Exchange, Inc. (SR-EDGX-2010-13) relating to amendments to the EDGX Exchange, Inc. Fee Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of October 11. (Rel. 34-63054)

A proposed rule change filed by The NASDAQ Stock Market LLC (SR-NASDAQ-2010-124) relating to fees during the opening cross has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of October 11. (Rel. 34-63055)

The Commission issued notice of filing and immediate effectiveness of proposed rule change (SR-NYSEArca-2010-87) filed by NYSE Arca, Inc. under Rule 19b-4 of the Securities Exchange Act of 1934 amending its fee schedule. Publication is expected in the Federal Register during the week of October 11. (Rel. 34-63056)

A proposed rule change filed by the New York Stock Exchange LLC to amend the Exchange price list (SR-NYSE-2010-70) 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 October 11. (Rel. 34-63057)

A proposed rule change filed by the NASDAQ Stock Market LLC ("NASDAQ") to make a conforming change to NASDAQ rules (SR-NASDAQ-2010-126) 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 October 11. (Rel. 34-63063)

A proposed rule change (SR-Phlx-2010-136), filed by NASDAQ OMX PHLX, Inc. relating to Rule 1015 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 October 11. (Rel. 34-63064)

The Commission approved a proposed rule change (File No. SR-OCC-2010-13) filed by The Options Clearing Corporation under Section 19(b)(1) of the Exchange Act to revise OCC's By-Laws to allow OCC to make adjustments to the settlement price of exchange-designated security futures for all cash dividends or distributions paid by the issuer of the underlying security. Publication of the order is expected in the Federal Register during the week of October 11. (Rel. 34-63066)

SECURITIES ACT REGISTRATIONS

• Latest Securities Act registrations (TXT)

RECENT 8K FILINGS

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http://www.sec.gov/news/digest/2010/dig100810.htm