SEC News Digest

Commission announcements

The Commission today issued an alert to strengthen compliance with a Municipal Securities Rulemaking Board rule that limits political contributions by municipal securities professionals to campaigns of public officials of issuers with whom they are doing or seek to do business. 

The Risk Alert issued by the agency’s Office of Compliance Inspections and Examinations notes that SEC examiners have observed practices that raise concerns about firms’ compliance with their obligations under MSRB Rule G-37, which clamped down on so-called “pay to play” practices. ( Rel.  2012-173)

Fee Rate Advisory #7 for Fiscal Year 2013

The Commission today announced that in fiscal year 2013 the fees that public companies and other issuers pay to register their securities with the Commission will be set at $136.40 per million dollars. 

The Commission determined this new rate in accordance with procedures required under the securities laws.  Accordingly, the Commission consulted with both the Congressional Budget Office and the Office of Management and Budget regarding the annual adjustment. ( Rel.  2012-174; Rel.  33-9357)

ENFORCEMENT PROCEEDINGS

On August 31, 2012, the Commission revoked the registration of each class of registered securities of Green Energy Group, Inc. (a/k/a eCom eCom. Com, Inc.) (ECEC) for failure to make required periodic filings with the Commission. 

Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, ECEC consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Green Energy Group, Inc. (a/k/a eCom eCom. Com, Inc.) finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of ECEC’s securities pursuant to Section 12(j) of the Exchange Act.  This order settled the charges brought against ECEC in In the Matter of AngelCiti Entertainment, Inc., et al.,  Administrative Proceeding File No.  3-14932. ( Rel.  34-67762; File No.  3-14932). 

In the Matter of Matthew Crisp

The Commission announced the issuance of an Order Making Findings and Imposing Remedial Sanctions and Cease-and-Desist Order Pursuant to Section 21C of the Securities Exchange Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 9(b) of the Investment Company Act of 1940 (Order) as to Matthew Crisp, of Hillsborough, California.  The Order finds that, among other things, Crisp willfully violated, aided, and abetted violations of the antifraud provisions of the Exchange Act and the Advisers Act by exploiting undisclosed conflicts for his personal gain while working as a partner and fiduciary of Adams Street Partners, LLC (Adams Street), a registered investment adviser to multiple private equity funds.  The Order Instituting Proceedings was filed on August 29, 2011, and a hearing was held on January 23 through 26, 2012. 

Crisp consented to the issuance of the Order without admitting or denying the Commission’s findings.  The Order requires him to disgorge profits totaling $89,761; orders Crisp to pay a civil penalty of $50,000; bars Crisp from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization with the right to apply for reentry after one year; and orders Crisp to cease and desist from committing or causing any violations and any future violations of Sections 206(1), 206(2) and 206(4) of the Advisers Act, and Rule 206(4)-8 thereunder, and Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder. ( Rel.  34-67761; File No.  3-14520). 

On August 31, 2012, the Commission revoked the registration of each class of registered securities of Clear Choice Financial, Inc. (CLCI) for failure to make required periodic filings with the Commission. 

Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, CLCI consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Clear Choice Financial, Inc. finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of CLCI’s securities pursuant to Section 12(j) of the Exchange Act.  This order settled the charges brought against CLCI in In the Matter of Alliance Bancshares California, et al.,  Administrative Proceeding File No.  3-14956. ( Rel.  34-67763; File No.  3-14956). 

In the Matter of Federico Quinto, Jr., CPA

The Commission announced the issuance of 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, Making Findings, and Imposing Remedial Sanctions (Order) against Federico Quinto, Jr. The Order finds that Quinto engaged in improper professional conduct as the engagement partner on the 2007 audit and first three quarterly reviews of 2008 of Soyo Group, Inc.’s (Soyo) financials.  In this capacity, Quinto failed to ensure that Vasquez & Company, LLP’s engagement team for Soyo adhered to the standards of the Public Company Accounting Oversight Board in performing audit and review procedures in key areas, such as debt and going concern. 

Based on the above, the Order denies Quinto the privilege of appearing or practicing before the Commission as an accountant, with the opportunity to seek reinstatement after one year.  Quinto consented to the issuance of the Order without admitting or denying any of the findings in the administrative proceeding. ( Rel.  34-67767; File No.  3-15001). 

In the Matter of Jay T. Comeaux

The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 15(b) and 21C of the Securities Exchange Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions, and a Cease-and-Desist Order against a former executive of Stanford Group Company (SGC), a dually registered U.S. broker-dealer and investment adviser owned by Robert Allen Stanford.  In the Order, the Commission finds that SGC defrauded investors of certificates of deposit (CDs) issued by an affiliated Antiguan bank, Stanford International Bank (SIB).  The Commission finds that Jay T. Comeaux, SGC’s former Executive Director and President, knew that SGC marketed and sold SIB CDs to U.S. investors as safe and secure based on the purported liquid and marketable composition of SIB’s underlying investment portfolio.  Comeaux also knew, however, that SIB refused to disclose the details of its investment portfolio to him or to any other SGC executives or representatives, so nobody at SGC could verify the purported size, liquidity, and marketability of the assets in SIB’s investment portfolio.  The Commission also finds that SGC: (i) marketed and sold SIB CDs to U.S. investors as being supported by a “comprehensive insurance program” that provided “depositor security;” and (ii) trained its financial advisors that FDIC insurance was “relatively weak” in comparison to SIB’s robust insurance program.  However, Comeaux knew that the SIB CDs were not insured and that SIB did not maintain insurance that was the equivalent of – or better than – FDIC protection. 

Without admitting or denying the SEC’s charges, Comeaux consented to the entry of a final judgment enjoining him from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940.  Comeaux agreed to be barred from association with any broker, dealer, investment adviser, municipal securities dealer, municipal adviser, transfer agent, or nationally recognized statistical rating organization; from acting as an employee, officer, or director of a registered investment company; and from participating in any penny stock offering.  Comeaux also agreed to participate in further administrative proceedings to determine what, if any, additional remedial action, including disgorgement and financial penalties, is appropriate. 

A hearing will be scheduled before an administrative law judge to determine what remedial sanctions, if any, are necessary and appropriate in the public interest.  The Order directs the Administrative Law Judge to issue an initial decision no later than 300 days from the date of service of the Order on Comeaux. ( Rel.  33-9355; File No.  15002). 

Delinquent Filers’ Stock Registrations Revoked

An Administrative Law Judge issued an Order Making Findings and Imposing Remedial Sanctions by Default (Default Order) in Raymond P. Morris, Admin.  Proc.  No.  3-14939.  The Order Instituting Proceedings (OIP) alleged that Respondent Raymond P. Morris (Morris) was permanently enjoined from future violations of 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 (Exchange Act) and Exchange Act Rule 10b-5 on June 4, 2012, in SEC v. Morris, No.  2:11-CV-00021 (D. Utah).  The Default Order finds the allegations of the OIP to be true and that it is in the public interest, pursuant to Section 15(b) of the Exchange Act, to bar Morris from association with a broker, dealer, investment adviser, municipal securities dealer, transfer agent, and from participating in an offering of penny stock. ( Rel.  34-67758; File No.  3-14939). 

SELF-REGULATORY ORGANIZATIONS

Approval Of Proposed Rule Change

The Commission approved proposed rule changes submitted by Boston Stock Exchange Clearing Corporation (SR-BSECC-2012-01); NASDAQ OMX BX, Inc. (SR-BX-2012-052); the NASDAQ Stock Market LLC (SR-NASDAQ-2012-072); NASDAQ OMX PHLX LLC (SR-PHLX-2012-95); and Stock Clearing Corporation of Philadelphia (SR-SCCP-2012-001) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 with respect to the amendment of the by-laws of the NASDAQ OMX Group, Inc. Publication is expected in the FederalRegister during the week of September 3rd. ( Rel.  34-67760)

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by New York Stock Exchange LLC amending Rule 107B to change the existing Supplemental Liquidity Provider monthly volume requirement in all assigned SLP securities and amend the Exchange’s price list to specify the applicable percentage of NYSE CADV for the monthly volume requirement (SR-NYSE-2012-38) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934.  Publication of the proposal is expected in the FederalRegister during the week of September 3rd. ( Rel.  34-67759)

Notice of Proposed Rule Change

The NASDAQ Stock Market LLC has filed a proposed rule change (SR-NASDAQ-2012-098) pursuant to Section 19(b) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder relating to the listing and trading of shares of the WisdomTree Global Corporate Bond Fund of the WisdomTree Trust.  Publication is expected in the FederalRegister during the week of September 3rd. ( Rel.  34-67750)

SECURITIES ACT REGISTRATIONS

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. 

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

8-K reports 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.