80 FR 35417 - In The Matter of Revolutionary Concepts, Inc.; Order of Suspension of Trading

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 118 (June 19, 2015)

Page Range		35417-35418
FR Document		2015-15224

Federal Register, Volume 80 Issue 118 (Friday, June 19, 2015)

[Federal Register Volume 80, Number 118 (Friday, June 19, 2015)]
[Notices]
[Pages 35417-35418]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-15224]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]


In The Matter of Revolutionary Concepts, Inc.; Order of 
Suspension of Trading

June 17, 2015.
    It appears to the Securities and Exchange Commission 
(``Commission'') that there is a lack of current and accurate 
information concerning the securities of Revolutionary Concepts, Inc. 
(``REVO'') because, among other things, of questions regarding the 
accuracy and completeness of REVO's representations to investors and 
prospective investors in REVO's public filings with the Commission and 
REVO's publicly-available press releases and other public statements.
    In particular, there are questions regarding the accuracy and 
completeness of REVO's public assertions relating to, among other 
things: (1) REVO's license of certain patents to Eyetalk365, LLC 
(``Eyetalk''), including a $900,000 ``in consideration'' fee paid by 
Eyetalk to REVO and related net income received by REVO; (2) a line of 
credit of up to $10 million obtained by REVO's wholly-owned subsidiary, 
Greenwood Finance Group, LLC (``Greenwood''); (3) Greenwood's ownership 
of $7 million of promissory notes, and interest payments made to 
Greenwood in connection with such promissory notes with a projected 
possible cash value exceeding $1 million; and (4) REVO's possible plans 
to issue dividends and buy back shares of its common stock. In 
addition, REVO currently is delinquent in filing its Form 10-K annual 
report for its fiscal year ended December 31, 2014, and its Form 10-Q 
quarterly report for its first quarter ended March 31, 2015.
    Based on REVO's most recent Form 10-K annual report filed for its 
fiscal year ended December 31, 2013, REVO is a Nevada corporation based 
in Charlotte, North Carolina. The company's common stock is quoted on 
OTC Link operated by OTC Markets Group, Inc. under the symbol ``REVO.'' 
As of June 5, 2015, the company's stock had 10 market makers and was 
eligible for the ``piggyback'' exception of Rule 15c2-11(f)(3).
    The Commission is of the opinion that the public interest and the 
protection of investors require a suspension of trading in the 
securities of REVO.
    Therefore, it is ordered, pursuant to Section 12(k) of the 
Securities Exchange Act of 1934, that trading in the securities of REVO 
is suspended for the

[[Page 35418]]

period from 9:30 a.m. EDT on June 17, 2015, through 11:59 p.m. EDT on 
June 30, 2015.

    By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-15224 Filed 6-17-15; 11:15 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 80, No. 118 / Friday, June 19, 2015 / Notices 35417

Applicants’ Legal Analysis Company’s consolidated asset coverage SECURITIES AND EXCHANGE
1. The Company requests an ratio. COMMISSION
exemption pursuant to section 6(c) of 4. Section 6(c) of the Act, in relevant [File No. 500–1]
the Act from the provisions of sections part, permits the Commission to exempt
18(a) and 61(a) of the Act to permit it any transaction or class of transactions In The Matter of Revolutionary
to adhere to a modified asset coverage from any provision of the Act if and to Concepts, Inc.; Order of Suspension of
requirement with respect to any direct the extent that such exemption is Trading
or indirect wholly-owned subsidiary of necessary or appropriate in the public
the Operating Company or the Holding June 17, 2015.
interest and consistent with the
Company that is licensed by the SBA to protection of investors and the purposes It appears to the Securities and
operate under the SBIA as an SBIC and Exchange Commission (‘‘Commission’’)
fairly intended by the policy and
relies on section 3(c)(7) for an that there is a lack of current and
provisions of the Act. Applicants state
exemption from the definition of accurate information concerning the
that the requested relief satisfies the securities of Revolutionary Concepts,
‘‘investment company’’ under the Act
(each, an ‘‘SBIC Subsidiary’’).4 section 6(c) standard. Applicants Inc. (‘‘REVO’’) because, among other
Applicants state that companies contend that, because the SBIC things, of questions regarding the
operating under the SBIA, such as an Subsidiary would be entitled to rely on accuracy and completeness of REVO’s
SBIC Subsidiary, are subject to the section 18(k) if it were a BDC itself, representations to investors and
SBA’s substantial regulation of there is no policy reason to deny the prospective investors in REVO’s public
permissible leverage in their capital benefit of that exemption to the filings with the Commission and
structure. Company. REVO’s publicly-available press releases
2. Section 18(a) of the Act prohibits a and other public statements.
Applicants’ Condition
registered closed-end investment In particular, there are questions
company from issuing any class of Applicants agree that any order regarding the accuracy and
senior security or selling any such granting the requested relief will be completeness of REVO’s public
security of which it is the issuer unless subject to the following condition: assertions relating to, among other
the company complies with the asset things: (1) REVO’s license of certain
coverage requirements set forth in that The Company will not itself issue or
patents to Eyetalk365, LLC (‘‘Eyetalk’’),
section. Section 61(a) of the Act makes sell any senior security and the including a $900,000 ‘‘in consideration’’
section 18 applicable to BDCs, with Company will not cause or permit TCPC fee paid by Eyetalk to REVO and related
certain modifications. Section 18(k) SBIC or any other SBIC Subsidiary to net income received by REVO; (2) a line
exempts an investment company issue or sell any senior security of of credit of up to $10 million obtained
operating as an SBIC from the asset which the Company, TCPC SBIC or any by REVO’s wholly-owned subsidiary,
coverage requirements for senior other SBIC Subsidiary is the issuer Greenwood Finance Group, LLC
securities representing indebtedness except to the extent permitted by (‘‘Greenwood’’); (3) Greenwood’s
that are contained in section 18(a)(1)(A) section 18 (as modified for BDCs by ownership of $7 million of promissory
and (B). section 61); provided that, immediately notes, and interest payments made to
3. Applicants state that the Company after the issuance or sale of any such Greenwood in connection with such
may be required to comply with the senior security by any of the Company, promissory notes with a projected
asset coverage requirements of section TCPC SBIC or any other SBIC possible cash value exceeding $1
18(a) (as modified by section 61(a)) on Subsidiary, the Company, individually million; and (4) REVO’s possible plans
a consolidated basis because the and on a consolidated basis, shall have to issue dividends and buy back shares
Company may be deemed to be an the asset coverage required by section of its common stock. In addition, REVO
indirect issuer of any class of senior 18(a) (as modified by section 61(a)). In currently is delinquent in filing its Form
security issued by TCPC SBIC or determining whether the Company, 10–K annual report for its fiscal year
another SBIC Subsidiary. Applicants TCPC SBIC and any other SBIC ended December 31, 2014, and its Form
state that applying section 18(a) (as Subsidiary on a consolidated basis have 10–Q quarterly report for its first quarter
modified by section 61(a)) on a ended March 31, 2015.
the asset coverage required by section
consolidated basis generally would Based on REVO’s most recent Form
18(a) (as modified by section 61(a)), any
require that the Company treat as its 10–K annual report filed for its fiscal
own all assets and any liabilities held senior securities representing
year ended December 31, 2013, REVO is
directly either by itself, by TCPC SBIC, indebtedness of an SBIC Subsidiary
a Nevada corporation based in
or by another SBIC Subsidiary. shall not be considered senior securities
Charlotte, North Carolina. The
Accordingly, the Company requests an and, for purposes of the definition of
company’s common stock is quoted on
order under section 6(c) of the Act ‘‘asset coverage’’ in section 18(h), shall OTC Link operated by OTC Markets
exempting the Company from the be treated as indebtedness not Group, Inc. under the symbol ‘‘REVO.’’
provisions of section 18(a) (as modified represented by senior securities but only As of June 5, 2015, the company’s stock
by section 61(a)), such that senior if that SBIC Subsidiary has issued had 10 market makers and was eligible
securities issued by each SBIC indebtedness that is held or guaranteed for the ‘‘piggyback’’ exception of Rule
Subsidiary that would be excluded from by the SBA. 15c2–11(f)(3).
asabaliauskas on DSK5VPTVN1PROD with NOTICES

the SBIC Subsidiary’s asset coverage For the Commission, by the Division of The Commission is of the opinion that
ratio by section 18(k) if it were itself a Investment Management, pursuant to the public interest and the protection of
BDC would also be excluded from the delegated authority. investors require a suspension of trading
Robert W. Errett, in the securities of REVO.
4 All existing entities that currently intend to rely
Therefore, it is ordered, pursuant to
on the order are named as applicants. Any other Deputy Secretary.
existing or future entity that may rely on the order
Section 12(k) of the Securities Exchange
[FR Doc. 2015–15046 Filed 6–18–15; 8:45 am]
in the future will comply with the terms and Act of 1934, that trading in the
condition of the order. BILLING CODE 8011–01–P securities of REVO is suspended for the

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35418 Federal Register / Vol. 80, No. 118 / Friday, June 19, 2015 / Notices

period from 9:30 a.m. EDT on June 17, these statements may be examined at that clearing of Natural Gas Spot
2015, through 11:59 p.m. EDT on June the places specified in Item IV below. Contracts is expected to be conducted
30, 2015. ICE Clear Europe has prepared by existing ICE Clear Europe Clearing
By the Commission. summaries, set forth in sections A, B, Members, the identity of such members,
Jill M. Peterson, and C below, of the most significant and the margin expected to be required
aspects of such statements. in connection with the Natural Gas Spot
Assistant Secretary.
Contracts. In particular, the Natural Gas
[FR Doc. 2015–15224 Filed 6–17–15; 11:15 am] A. Self-Regulatory Organization’s Spot Contracts are spot contracts with a
BILLING CODE 8011–01–P Statement of the Purpose of, and short settlement period and low original
Statutory Basis for, the Proposed Rule margin requirements compared to the
Change total amount of original margin held by
SECURITIES AND EXCHANGE
1. Purpose ICE Clear Europe for Energy Contracts.
COMMISSION
ICE Clear Europe has agreed to act as As a result, the impact on the total F&O
[Release No. 34–75170; File No. SR–ICEEU–
the clearing organization for natural gas Guaranty Fund and its breakdown
2015–011] among clearing members for the next
spot contracts traded on the ICE Endex
Continental and ICE Endex UK markets scheduled Guaranty Fund period is
Self-Regulatory Organizations; ICE expected to be minimal, in light of ICE
Clear Europe Limited; Notice of Filing (the ‘‘Natural Gas Spot Contracts’’). ICE
Clear Europe’s overall energy clearing
and Immediate Effectiveness of Endex UK has been designated by the
activities and Guaranty Fund
Proposed Rule Change Relating to the UK’s Office of Gas and Electricity
methodology.
Natural Gas Spot Contracts Policies Markets and appointed by National Grid ICE Clear Europe submits revised
Gas plc (‘‘National Grid’’) to operate the Parts 1, 2, 3, 4, 6, 19 and new Part 22
June 15, 2015. independent market for balancing for
Pursuant to Section 19(b)(1) of the of its Rules (along with certain other
natural gas in the U.K. (the ‘‘on-the-day’’ conforming and clarifying Rule and
Securities Exchange Act of 1934 commodity market). ICE Endex
(‘‘Act’’) 1 and Rule 19b–4 thereunder 2 Procedure amendments) and new Parts
Continental operates spot markets for E and J to the Delivery Procedures to
notice is hereby given that on June 2, trading of gas at relevant virtual delivery
2015, ICE Clear Europe Limited (‘‘ICE reflect the delivery arrangements in
points at the gas transmission systems of relation to the Natural Gas Spot
Clear Europe’’) filed with the Securities the Netherlands and Belgium. Clearing
and Exchange Commission Contracts (along with certain other
of such contracts is currently conducted conforming and clarifying Rule and
(‘‘Commission’’) the proposed rule by APX Commodities Limited (‘‘APX
change as described in Items I, II, and Procedure amendments). The text of the
UK’’) and APX Clearing B.V. (‘‘APX proposed Rule and Procedure
III below, which Items have been Continental’’), respectively, and will be
prepared primarily by ICE Clear Europe. amendments were submitted in Exhibit
moved to ICE Clear Europe. It is 5 of ICE Clear Europe’s filing, with
ICE Clear Europe filed the proposal expected that ICE Clear Europe will
pursuant to Section 19(b)(3)(A) of the additions underlined and deletions in
commence clearing of the Natural Gas strikethrough text.
Act,3 and Rule 19b–4(f)(4)(ii) 4 Spot Contracts, subject to the In Part 1 of the Rules, Rule 101 is
thereunder, so that the proposal was completion of all regulatory approvals modified to add new defined terms and
effective upon filing with the and requirements, on or about July 14, revise existing definitions in connection
Commission. The Commission is 2015 (or such later date determined by with the ICE Endex Continental and ICE
publishing this notice to solicit ICE Clear Europe). ICE Clear Europe Endex UK clearing relationships,
comments on the proposed rule change currently clears natural gas derivatives including designation of ICE Endex
from interested persons. traded on the ICE Endex derivatives Continental and ICE Endex UK as
I. Self-Regulatory Organization’s market, including some contracts with Markets for which ICE Clear Europe
Statement of the Terms of Substance of the same underlying products as the provides clearing services and the
the Proposed Rule Change Natural Gas Spot Contracts. addition of defined terms and other
The clearing of Natural Gas Spot revisions to integrate Natural Gas Spot
ICE Clear Europe proposes Contracts will be supported by the F&O
amendments to its Policies and Contracts into the existing ICE Clear
Guaranty Fund (and in particular the Europe clearing framework for energy
Procedures in order to implement a energy clearing segment of the F&O
clearing relationship under which ICE contracts in the F&O product category.
Guaranty Fund). ICE Clear Europe In particular, definitions relating to ICE
Clear Europe will provide clearing anticipates that the clearing of the
services for certain natural gas spot Endex Continental and ICE Endex UK,
Natural Gas Spot Contracts will initially and related definitions for their
contracts traded on ICE Endex Gas B.V. require no more than a de minimis
(‘‘ICE Endex Continental’’) and ICE respective contracts, matched contracts,
change in the size of the F&O Guaranty transactions and rules have been added.
Endex Gas Spot Ltd. (‘‘ICE Endex UK’’). Fund or the energy segment thereof, if In addition, certain conforming
II. Self-Regulatory Organization’s indeed any change is actually required. changes and clarifications have been
Statement of the Purpose of, and ICE Clear Europe similarly does not made to definitions relating to delivery.
Statutory Basis for, the Proposed Rule anticipate the need to designate a new The definition of ‘‘Delivery Facility’’ has
Change Guaranty Fund period as a result of the been revised to clarify that it also
transition. In making this determination, includes certain facilities and systems
asabaliauskas on DSK5VPTVN1PROD with NOTICES

In its filing with the Commission, ICE
Clear Europe included statements ICE Clear Europe has considered and for gas and power transactions. The
concerning the purpose of and basis for will continue to review a number of definition of ‘‘Force Majeure Event’’ has
the proposed rule change. The text of factors, including the anticipated been expanded to include disruptions or
volume and open interest in Natural Gas blackouts of gas or electricity
1 15 U.S.C. 78s(b)(1). Spot Contracts based on historical transmission systems and actions and
2 17 CFR 240.19b–4. trading volume and open interest, omissions by Markets. Certain
3 15 U.S.C. 78s(b)(3)(A). expected market conditions in the definitions related to gas transactions,
4 17 CFR 240.19b–4(f)(4)(ii). relevant natural gas markets, the fact such as ‘‘National Grid,’’ ‘‘Network

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Document Created: 2018-02-22 11:10:26
Document Modified: 2018-02-22 11:10:26

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 35417