Federal Register / Vol. 72, No. 48 / Tuesday, March 13, 2007 / Notices 11409 

HTII and other SBIC Subsidiaries as if 

each was a BDC subject to sections 18 

and 61 of the Act. Applicants state that 

companies operating under the SBIA, 

such as HTII, will be subject to the 

SBA’s substantial regulation of 

permissible leverage in its capital 

structure. 

4. Section 6(c) of the Act, in relevant 

part, permits the Commission to exempt 

any transaction or class of transactions 

from any provision of the Act if, and to 

the extent that, such exemption is 

necessary or appropriate in the public 

interest and consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the Act. Applicants state 

that the requested relief satisfies the 

section 6(c) standard. Applicants 

contend that, to the extent that HTGC is 

entitled to rely on section 18(k) for an 

exemption from the asset coverage 

requirements of sections 18(a) and 61(a), 

there is no policy reason to deny the 

benefit of that exemption when HTGC 

consolidates its assets with those of 

HTII and other SBIC Subsidiaries for the 

purpose of compliance with those 

requirements. 

5. Sections 57(a)(1) and (2) of the Act 

generally prohibit, with certain 

exceptions, sales or purchases or other 

property between BDCs and certain of 

their affiliates as described in section 

57(b) of the Act. Section 57(b) includes 

a person, directly or indirectly, either 

controlling, controlled by or under 

common control of the BDC. Applicants 

state that HTGC owns or will directly or 

indirectly own more than 99.9% of the 

voting securities of each Subsidiary and 

each Subsidiary is or will be under the 

common control of HTGC. Applicants 

further state that any purchase and sales 

between (a) HTGC and one or more 

Subsidiaries, (b) Subsidiaries and 

downstream controlled affiliates of 

HTGC and another Subsidiary and (c) 

HTGC and a controlled portfolio affiliate 

of a Subsidiary may be prohibited. 

Applicants submit that the requested 

relief is to the extent to permit HTGC 

and its Subsidiaries, all of whom are 

owned, directly or indirectly, by the 

shareholders of HTGC, to do that which 

they would otherwise would be 

permitted to do if they were one 

company. 

6. Section 57(c) provides that the 

Commission will exempt a proposed 

transaction from the terms of the 

proposed transactions, including the 

consideration to be paid or received, if 

they are reasonable and fair and do not 

involve overreaching of any person 

concerned, and the proposed 

transaction is consistent with the policy 

of the business development company 

concerned and the general purposes of 

the Act. Applicants submit that the 

requested relief meets this standard. 

7. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit persons of 

registered investment company, or an 

affiliated person of such person, acting 

as principal, from participating in any 

joint transaction or arrangement in 

which the registered company or a 

company it controls is a participant, 

unless the Commission has issued an 

order authorizing the arrangement. 

Section 57(a)(4) of the Act imposes 

substantially the same prohibitions on 

joint transactions involving BDCs and 

certain affiliates of their affiliates as 

described in section 57(b). Section 57(i) 

of the Act provides that rules and 

regulations under sections 17(a) and (d) 

and rule 17d–1 will apply to 

transactions subject to section 57(a)(4) 

in the absence of rules under the 

section. The Commission has not 

adopted rules under section 57(a)(4) 

with respect to joint transactions and, 

accordingly, the standard set forth in 

rule 17d–1 governs applicants’ request 

for relief. 

8. Applicants state that a joint 

transaction in which a Subsidiary and 

HTGC or another Subsidiary may be 

prohibited under section 57(a)(4) 

because HTGC would not be a 

controlled affiliate of the Subsidiaries. 

Applicants request relief under section 

57(i) and rule 17d–1 to permit joint 

transactions in which the Subsidiaries 

to the extent that such transactions 

would not be prohibited if the 

Subsidiaries participating in the 

transactions were deemed to be part of 

HTGC and not separate companies. 

9. In determining whether to grant an 

order under section 57(i) and rule 17d–

1, the Commission may consider 

whether the participation of the BDC in 

the joint transaction is consistent with 

the provisions, policies, and purposes of 

the Act to the extent to which such 

participation is on a basis different from 

or less advantageous than that of other 

participants in the transaction. 

Applicants state that the standard is 

satisfied because the requested relief 

would be simply to permit HTGC and 

its Subsidiaries to conduct their 

business as if they were one company. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Except for a nominal limited 

partnership interest in a Subsidiary to 

the extent necessary to accomplish the 

Subsidiary’s taxation goals as described 

in this Application, HTGC will at all 

times be the sole limited partner of any 

Subsidiary and the sole owner of the 

Subsidiary’s general partner, or 

otherwise own and hold beneficially, all 

of the outstanding voting securities or 

other equity interests in the Subsidiary. 

2. No person shall serve or act as 

investment adviser to HTII or another 

Subsidiary unless the HTGC Board and 

shareholders of HTGC have taken the 

action with respect thereto also required 

to be taken by the functional equivalent 

of the board of directors of HTII or 

another Subsidiary and shareholders of 

HTII or another Subsidiary as if HTII or 

another Subsidiary were a BDC. 

3. No person shall serve as managing 

member of HTM unless such person 

also shall be a member of the 

management of HTGC. The managing 

members of HTM will be elected or 

appointed by HTGC. 

4. HTGC will not issue or sell any 

senior security and HTGC will not cause 

or permit HTII or any other SBIC 

Subsidiary to issue or sell any senior 

security of which HTGC, HTII or any 

other SBIC Subsidiary is the issuer 

except to the extent permitted by 

section 18 (as modified for BDCs by 

section 61) of the Act; provided that 

immediately after issuance or sale by 

any HTGC, HTII or any other SBIC 

Subsidiary of any such senior security, 

HTGC individually and on a 

consolidated basis, shall have the asset 

coverage required by section 18(a) of the 

Act (as modified by section 61(a)), 

except that, in determining whether 

HTGC on a consolidated basis has the 

asset coverage required by section 18(a) 

of the Act (as modified by section 61(a)), 

any senior securities representing 

indebtedness of HTII or another SBIC 

Subsidiary shall not be considered 

senior securities and, for purposes of the 

definition of ‘‘asset coverage’’ in section 

18(h), will be treated as indebtedness 

not represented by senior securities. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–4521 Filed 3–12–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Certain Companies 

Quoted on the Pink Sheets: Order of 

Suspension of Trading 

March 8, 2007. 

It appears to the Securities and 

Exchange Commission that there is a 


cprice-sewell on PROD1PC66 with NOTICES
11410 Federal Register / Vol. 72, No. 48 / Tuesday, March 13, 2007 / Notices 

lack of current and accurate information 

concerning the securities of the issuers 

listed below. As set forth below for each 

issuer, questions have arisen regarding 

the adequacy and accuracy of publicly 

disseminated information concerning, 

among other things: (1) The companies’

assets, (2) the companies’ business 

operations, (3) the companies’ current 

financial condition, and/or (4) financing 

arrangements involving the issuance of 

the companies’ shares. 

1. Advanced Powerline Technologies 

Inc. is a Nevada company based in 

Oklahoma. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations and performance. 

2. America Asia Petroleum Corp. is a 

Nevada company with offices in Nevada 

and China. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

assets and operations. 

3. Amerossi Int’l Group, Inc. is a 

Wyoming company with offices in 

Bangkok, Thailand. Questions have 

arisen regarding the adequacy and 

accuracy of press releases concerning 

the company’s assets. 

4. Apparel Manufacturing Associates, 

Inc. is a Delaware company with offices 

in Bloomfield, Connecticut. Questions 

have arisen regarding the adequacy and 

accuracy of press releases concerning 

the company’s management and 

operations. 

5. Asgard Holdings Inc. is a Nevada 

company based in California. Questions 

have arisen regarding the adequacy and 

accuracy of press releases concerning 

the company’s operations and 

concerning stock promoting activity by 

the company. 

6. Biogenerics Ltd. is a Nevada 

company with offices in Texas. 

Questions have arisen regarding the 

adequacy and accuracy of press releases 

concerning the company’s operations 

and assets. 

7. China Gold Corp. is a Nevada 

company with offices in China. 

Questions have arisen regarding the 

adequacy and accuracy of press releases 

concerning the company’s operations 

and assets. 

8. CTR Investments & Consulting, Inc. 

is a Nevada company based in 

Maryland. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations. 

9. DC Brands International, Inc. is a 

company incorporated and based in 

Colorado. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations. 

10. Equal Trading, Inc. is a Nevada 

company with offices in Illinois. 

Questions have arisen regarding the 

adequacy and accuracy of press releases 

concerning the company’s operations 

and financial condition. 

11. Equitable Mining Corp. is a 

Wyoming company with offices in 

Toronto, Ontario. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

assets. 

12. Espion International, Inc. is a 

Nevada company based in California. 

Questions have arisen regarding the 

adequacy and accuracy of press releases 

concerning the company’s operations 

and financing arrangements. 

13. Goldmark Industries, Inc. is a 

Nevada company based in Vancouver, 

British Columbia, Canada. Questions 

have arisen regarding the adequacy and 

accuracy of press releases concerning 

the company’s operations and financing 

arrangements and the adequacy of 

publicly available information 

concerning the company’s management. 

14. GroFeed Inc. is a Nevada company 

with offices in Toronto, Ontario, 

Canada. Questions have arisen regarding 

the adequacy and accuracy of press 

releases concerning the company’s 

operations and assets. 

15. Healtheuniverse, Inc. is a 

company incorporated and based in 

California. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations and concerning stock 

promoting activity. 

16. Interlink Global Corp. is a 

company incorporated and based in 

Florida. Questions have arisen regarding 

the adequacy and accuracy of press 

releases concerning the company’s 

operations and concerning stock 

promoting activity by the company. 

17. Investigative Services Agencies, 

Inc. is a company incorporated and 

based in Illinois. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations and financial performance. 

18. iPackets International, Inc. is a 

Nevada company with offices in 

Vancouver, British Columbia, Canada. 

Questions have arisen regarding the 

adequacy and accuracy of press releases 

concerning the company’s operations 

and assets. 

19. Koko Petroleum Inc. is a Nevada 

company with offices in British 

Columbia, Canada. Questions have 

arisen regarding the adequacy and 

accuracy of press releases concerning 

the company’s assets. 

20. Leatt Corporation is a Nevada 

company with offices in Las Vegas, 

Nevada. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

assets and operations. 

21. LOM Logistics, Inc. is a Louisiana 

company. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations. 

22. Modern Energy Corp. is a 

Wyoming company with offices in 

California. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations and financial condition. 

23. National Healthcare Logistics, 

Inc., is a Nevada company with offices 

in Tennessee. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations. 

24. Presidents Financial Corp. is a 

Nevada company with offices in 

Vancouver, British Columbia, Canada. 

Questions have arisen regarding the 

adequacy and accuracy of press releases 

concerning the company’s management 

and operations. 

25. Red Truck Entertainment Inc. is a 

Nevada company with offices in 

Scottsdale, Arizona. Questions have 

arisen regarding the adequacy and 

accuracy of press releases concerning 

the company’s operations and financial 

performance and the adequacy of 

publicly available information 

concerning the company’s stock 

issuances. 

26. Relay Capital Corp. is a Nevada 

company with offices in Scottsdale, 

Arizona. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations. 

27. Rodedawg International 

Industries, Inc., is a Nevada company 

with offices in California. Questions 

have arisen regarding the adequacy and 

accuracy of press releases concerning 

the company’s operations. 

28. Rouchon Industries, Inc., is a 

company incorporated and based in 

California. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

financing arrangements and financial 

performance. 

29. Software Effective Solutions Corp. 

is a Louisiana company located in the 

Philippines. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations. 

30. Solucorp Industries Ltd. is a 

Canadian company with offices in 

Florida. Questions have arisen regarding 

the adequacy and accuracy of press 

releases concerning the company’s 

financial performance and the adequacy 

of publicly available information 


cprice-sewell on PROD1PC66 with NOTICES
Federal Register / Vol. 72, No. 48 / Tuesday, March 13, 2007 / Notices 11411 

1 5 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 55050 

(January 5, 2007), 72 FR 1786 (SR–BSE–2006–03) 

(‘‘Notice’’). 

4 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. 15 U.S.C. 78c(f). 

5 15 U.S.C. 78f(b)(5). 

6An ‘‘unrelated order,’’ generally, is a nonImprovement Order entered into the BOX market 

while a PIP is in progress. See paragraph (a) of 

Section 18 of Chapter V of the BOX rules. An 

‘‘Improvement Order,’’ generally, is an order 

submitted to a PIP to compete for a ‘‘PIP Order’’ (a 

customer order submitted to the PIP for price 

improvement). See paragraph (e)(i) of Section 18 of 

Chapter V of the BOX Rules. 

7As detailed in the Notice, certain unrelated 

Limit Orders on the same side of the market as a 

PIP Order terminate the PIP prematurely, while 

certain unrelated Limit Orders on the opposite side 

of the market immediately execute against the PIP 

Order (and allow the PIP to continue if the PIP 

Order has not been filled). The proposal clarifies 

the circumstances in which these early terminations 

and immediate executions take place, as well as the 

rules governing the prices that the PIP Order and 

unrelated Limit Order receive in each of these 

circumstances. 

8The proposal specifies that the BOX Trading 

Host does not accept Improvement Orders that 

would lock or cross the BOX Book. 

9 In addition, the Commission notes that BSE is 

currently obligated to provide certain reports to the 

Commission that provide data about BOX-Top and 

Market Orders that terminate the PIP prematurely, 

as well as BOX-Top and Market Orders that 

immediately execute against a PIP Order. BSE 

represents that it will provide the same information 

for Limit Orders that terminate the PIP prematurely 

or immediately execute against a PIP Order. 

10 15 U.S.C. 78s(b)(2). 

11 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(ii). 

4 17 CFR 240.19b–4(f)(2). 

concerning insider stock holdings and 

transactions. 

31. Sports-stuff.com Inc. is a Nevada 

company. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations. 

32. UBA Technology, Inc., is a Nevada 

company. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations. 

33. Wataire Industries Inc. is a Nevada 

company with offices in Surrey, British 

Columbia, Canada. Questions have 

arisen regarding the adequacy and 

accuracy of press releases concerning 

the company’s operations and assets. 

34. WayPoint Biomedical Holdings, 

Inc., is a Nevada company with offices 

in California. Questions have arisen 

regarding the adequacy and accuracy of 

press releases concerning the company’s 

operations and financing arrangements. 

35. Wineco Productions Inc. is a 

Nevada company with offices in 

Florida. Questions have arisen regarding 

the adequacy and accuracy of press 

releases concerning the company’s 

operations. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the companies listed 

above. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the 

companies listed above is suspended for 

the period from 9:30 a.m. EST, March 8, 

2007, through 11:59 p.m. EDT, on 

March 21, 2007. 

By the Commission. 

Nancy M. Morris, 

Secretary. 

[FR Doc. 07–1163 Filed 3–8–07; 1:43 pm] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55415; File No. SR–BSE–

2006–03] 

Self-Regulatory Organizations; Boston 

Stock Exchange, Inc.; Order Granting 

Approval of Proposed Rule Change as 

Modified by Amendment No. 1, 

Relating to the Treatment of Limit 

Orders That Are Submitted to the 

Boston Options Exchange During a 

Price Improvement Period 

March 7, 2007. 

On December 8, 2006, the Boston 

Stock Exchange, Inc. (‘‘BSE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

to amend the rules of the Boston 

Options Exchange (‘‘BOX’’) relating to 

the treatment of Limit Orders that are 

submitted to the BOX during a Price 

Improvement Period (‘‘PIP’’). On 

January 4, 2007, the BSE filed 

Amendment No. 1 to the proposal. The 

proposed rule change, as amended, was 

published for comment in the Federal 

Register on January 16, 2007.3 The 

Commission received no comments on 

the proposal. This order approves the 

proposed rule change as modified by 

Amendment No. 1. 

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange 4 and, in particular, the 

requirements of Section 6(b)(5) of the 

Act.5 Specifically, the Commission 

believes that the proposed rule change 

is consistent with the Act because it 

makes explicit how unrelated Limit 

Orders 6 in the same series as a PIP 

Order, submitted to the BOX during the 

PIP,7 are treated, and specifies the 

circumstances under which 

Improvement Orders are not accepted 

by the BOX Trading Host.8 The 

Commission believes that these rule 

amendments are reasonable and 

consistent with the Act, and should 

help clarify for investors and market 

participants how their orders are 

executed in various situations.9

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,10 that the 

proposed rule change (SR–BSE–2006–

03) as modified by Amendment No. 1, 

be, and hereby is approved. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–4503 Filed 3–12–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55407; File No. SR–ISE–

2007–13] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Relating to Fee Changes 

March 6, 2007. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

7, 2007, the International Securities 

Exchange, LLC (‘‘ISE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been substantially prepared by the 

ISE. The ISE has designated this 

proposal as one establishing or changing 

a due, fee, or other charge applicable 

only to a member under Section 

19(b)(3)(A)(ii) of the Act,3 and Rule 

19b–4(f)(2) thereunder,4 which renders 

the proposal effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 


cprice-sewell on PROD1PC66 with NOTICES