SEC NEWS DIGEST

Issue 2013-222
November 19, 2013

The Securities and Exchange Commission (Commission) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EST on November 19, 2013 and terminating at 11:59 p.m. EST on December 3, 2013:

• HouseRaising, Inc. (HRAI)
• iElement Corporation (IELE)
• InforMedix Holdings, Inc. (IFMX)
• Nortia Capital Partners, Inc. (NCPI)
• PC Universe, Inc. (PCUV)

The Commission temporarily suspended trading in the securities of the foregoing companies due to a lack of current and accurate information about the companies because they have not filed certain periodic reports with the Commission. 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 these companies.

Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject companies unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of these companies that have been subject to trading suspensions until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. 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 the Delinquent Filings Branch of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-70895; Order)  

In the Matter of Agamas Capital Management, LP

The 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 ("Advisers Act"), Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order ("Order") against Agamas Capital Management, LP ("Agamas"). The Order finds that from January 2006 through December 2009, Agamas was a registered investment adviser with the Commission.

The Order further finds that Agamas failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act, as required by Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder, concerning three important areas of private fund management: (i) valuation of fund assets, (ii) the accuracy of disclosures to fund investors about the valuation practice, and (iii) cross trades between clients.

Based on the above, the Order finds that Agamas willfully violated Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. Agamas consented to the Order, which: (i) requires it to cease and desist from committing or causing any violations and any future violations of these Advisers Act provisions, (ii) censures it, (iii) orders it to pay a civil penalty of $250,000, and (iv) requires it to provide a copy of the Order to certain of its clients and investors. (IA-3719)

Edmund E. Wilson Barred From the Securities Industry

Edmund E. Wilson has been barred from the securities industry. The sanction was ordered in an administrative proceeding before an administrative law judge, following a September 2013 injunction against violations of the antifraud and registration provisions of the federal securities laws. From September 2005 through June 2012, Wilson, through his company Fountain Group of Companies of Utah, Inc., offered and sold securities in unregistered transactions, raising at least $11 million from sixty investors. In soliciting these investments, Wilson made material misrepresentations and omitted to state material facts to investors regarding, among other things, the use of investor funds and the existence of a bond backed by life settlement policies. (ID-526)

Shawn H. Moore Barred From the Securities Industry

Shawn H. Moore (Moore) has been barred from the securities industry. The sanction was ordered in an administrative proceeding before an administrative law judge, following a February 2013 conviction of securities fraud and other violations under Utah state law. From at least January 2000 until February 2008, Moore defrauded investors and obtained money by means of materially false and misleading statements in connection with the fraudulent sale of unregistered promissory notes issued by entities formed through VesCor Capital Corp., which raised at least $180 million through the fraudulent sales to approximately 800 investors. (ID-527)

Commission Orders Hearings on Registration Suspension or Revocation against Five Companies for Failure to Make Required Periodic Filings

In conjunction with this 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 five companies for failure to make required periodic filings with the Commission:

In the Matter of HouseRaising, Inc., et al., Administrative Proceeding File No. 3-15615

• HouseRaising, Inc. (HRAI)
• iElement Corporation (IELE)
• InforMedix Holdings, Inc. (IFMX)
• Nortia Capital Partners, Inc. (NCPI)
• PC Universe, Inc. (PCUV)

In this Order, the Division of Enforcement (Division) alleges that the five 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 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 thereunder, are true. The 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. 34-70896)

VTL Associates, LLC, Et Al.

An order has been issued on an application filed by VTL Associates, LLC, et al. The order permits: (a) actively-managed series of certain 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 after 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. (IC-30789)

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by The NASDAQ Stock Market LLC regarding post-only orders received prior to the opening (SR-NASDAQ-2013-139) 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 November 18, 2013. (Rel. 34-70897)

A proposed rule change filed by New York Stock Exchange LLC revising Rule 61(a)(iii) to harmonize the existing rule text with the recent amendment to the CTA Plan, which provides that odd-lot transactions are to be reported on the consolidated tape (SR-NYSE-2013-75) 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 November 18, 2013. (Rel. 34-70898)

A proposed rule change filed by NYSE MKT LLC revising Rule 61(a)(iii) - Equities to harmonize the existing rule text with the recent amendment to the CTA Plan, and concordant change to the Nasdaq UTP Plan, which provides that odd-lot transactions are to be reported on the consolidated tape (SR-NYSEMKT-2013-94) 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 November 18, 2013. (Rel. 34-70899)

A proposed rule change filed by the International Securities Exchange, LLC to change the expiration date for most options contracts to the third Friday of the expiration month instead of the Saturday following the third Friday (SR-ISE-2013-58) 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 November 18, 2013. (Rel. 34-70900)

Chicago Mercantile Exchange Inc. filed a proposed rule change (File No. SR-CME-2013-30) under Section 19(b)(1) of the Securities Exchange Act of 1934 related to the timing of the determination for the reference rate for Chilean Peso to United States Dollar for use in spot, forward and swap contracts. Publication is expected in the Federal Register during the week of November 18, 2013. (Rel. 34-70901)

Notice of Proposed Rule Change

NYSE Arca, Inc. has filed a proposed rule change (SR-NYSEArca-2013-121) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder relating to the listing and trading of shares of AdvisorShares Sage Core Reserves ETF under NYSE Arca Equities Rule 8.600. Publication is expected in the Federal Register during the week of November 18, 2013. (Rel. 34-70902)

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-1     Signal Advance Inc, 2520 COUNTY ROAD 81, ROSHARON, TX, 77583,
713 510 7445 - 2,205,544 ($4,411,088.00) Equity, (File 333-192374 -
Nov. 18) (BR. 10B)

S-8     CHINA MING YANG WIND POWER GROUP LTD,
Jianye Road, Mingyang Industry Park,
Natl Hi-Tech Industrial Development Zone, Zhongshan, Guangdong, PRC,
F4, 528437, 86-760-28138666 - 0 ($24,367,227.00) ADRs/ADSs,
(File 333-192375 - Nov. 18) (BR. 10A)

S-8     Perion Network Ltd., ORR TOWERS, 4 HANCHOSHET ST., TEL AVIV, L3, 69710,
972-3-769-6100 - 200,000 ($580.00) Equity, (File 333-192376 - Nov. 18)
(BR. 03B)

S-1     BALLY, CORP., 2620 REGATTA DRIVE, STE 102, LAS VEGAS, NV, 89128,
18772841041 - 6,000,000 ($60,000.00) Equity, (File 333-192387 -
Nov. 18) (BR. 06)

S-1     TOA Holdings, Inc., 1-1-9-716 NISHIAWAJI, HIGASHIYODOGAWA-KU, OSAKA,
M0, 533-0031, 401-641-0405 - 44,000,000 ($44,000,000.00) Equity,
(File 333-192388 - Nov. 18) (BR. 04B)

S-3ASR  Demandware Inc, 5 WALL STREET, BURLINGTON, MA, 01803, 781-756-3700 -
3,806,613 ($227,711,589.66) Equity, (File 333-192389 - Nov. 18)
(BR. 03B)

S-3     ATOSSA GENETICS INC, 4105 E MADISON STREET, SUITE 320, SEATTLE, WA,
98112, 206 325 6086 - 0 ($40,000,000.00) Equity, (File 333-192390 -
Nov. 18) (BR. 10A)

S-1     VAPOR CORP., 3001 GRIFFIN ROAD, DANIA BEACH, FL, 33312, 888-766-5351 -
0 ($15,937,714.00) Equity, (File 333-192391 - Nov. 18) (BR. 05B)

S-3ASR  SPS COMMERCE INC, 333 SOUTH SEVENTH STREET, SUITE 1000, MINNEAPOLIS,
MN, 55402, 612-435-9400 - 0 ($0.00) Unallocated (Universal) Shelf,
(File 333-192392 - Nov. 18) (BR. 03B)

S-3     Global Geophysical Services Inc, 13927 SOUTH GESSNER, MISSOURI CITY,
TX, 77489, 713-972-9200 - 0 ($300,000,000.00) Equity,
(File 333-192393 - Nov. 18) (BR. 04B)

N-2     Gottex Multi-Asset Endowment Fund - I, 28 STATE STREET, 40TH FLOOR,
BOSTON, MA, 02109, (617) 532-0200 - 0 ($100,000,000.00) Other,
(File 333-192394 - Nov. 18) (BR. 16)

N-2     Gottex Multi-Asset Endowment Fund - II, 28 STATE STREET, 40TH FLOOR,
BOSTON, MA, 02109, (617) 532-0200 - 0 ($100,000,000.00) Other
(File 333-192395 - Nov. 18) (BR. 16)

 

Form 8-K is used by companies to file current reports on the following events:

1.01	Entry into a Material Definitive Agreement
1.02	Termination of a Material Definitive Agreement
1.03	Bankruptcy or Receivership
2.01	Completion of Acquisition or Disposition of Assets
2.02	Results of Operations and Financial Condition
2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
2.04	Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
2.05	Cost Associated with Exit or Disposal Activities
2.06	Material Impairments
3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
3.02	Unregistered Sales of Equity Securities
3.03	Material Modifications to Rights of Security Holders
4.01	Changes in Registrant's Certifying Accountant
4.02	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
5.01	Changes in Control of Registrant
5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
5.04	Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
5.05	Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
5.06	Change in Shell Company Status
6.01	ABS Informational and Computational Material.
6.02	Change of Servicer or Trustee.
6.03	Change in Credit Enhancement or Other External Support.
6.04	Failure to Make a Required Distribution.
6.05	Securities Act Updating Disclosure.
7.01	Regulation FD Disclosure
8.01	Other Events
9.01	Financial Statements and Exhibits