In the Matter of GroveWare Technologies Ltd., Luve Sports, Inc., and Northcore Technologies, Inc., File No. 500-1; Order of Suspension of Trading, 29928-29929 [2016-11459]
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Federal Register / Vol. 81, No. 93 / Friday, May 13, 2016 / Notices
should sunset after five years, unless a
post implementation review finds that
the Proposed Rules promote investor
protection, capital formation and
competition. The Board stated in the
Final Rule Release that it has considered
feedback received on the concept
release issued by the Commission on
Possible Revisions to Audit Committee
Disclosures (‘‘SEC Concept Release’’) 19
in developing the Proposed Rules. It
also stated that it will continue to
monitor the provisions included in the
Proposed Rules to determine if revisions
should be made in the future. In
addition, the Board has a process in
place to perform post-implementation
reviews for its standards and rules.20
Therefore, the Commission does not
believe a specific sunset provision is
necessary in the Proposed Rules.
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IV. The PCAOB’s EGC Request
Section 103(a)(3)(C) of the SarbanesOxley Act requires that any rules of the
Board ‘‘requiring mandatory audit firm
rotation or a supplement to the auditor’s
report in which the auditor would be
required to provide additional
information about the audit and the
financial statements (auditor discussion
and analysis)’’ shall not apply to an
audit of an EGC. The Board’s Proposed
Rules do not fall into this category of
rules.21 Section 103(a)(3)(C) further
provides that ‘‘[a]ny additional rules’’
adopted by the PCAOB after April 5,
2012 do not apply to EGCs ‘‘unless the
Commission determines that the
application of such additional
requirements is necessary or appropriate
in the public interest, after considering
the protection of investors and whether
the action will promote efficiency,
competition, and capital formation.’’
The Proposed Rules fall within this
category of additional rules and thus the
Commission must make a determination
under the statute about the applicability
of the Proposed Rules to EGCs. Having
19 See Possible Revisions to Audit Committee
Disclosures, Release No. 33–9862 (July 1, 2015),
available at: https://www.sec.gov/rules/concept/
2015/33-9862.pdf.
20 See PCAOB Requests Comment on Engagement
Quality Review Standard Under New PostImplementation Review Program, PCAOB News
Release (Apr. 6, 2016), available at https://
pcaobus.org/News/Releases/Pages/2016-request-forcomment-AS7-center-post-implementationreview.aspx.
21 While the precise scope of this category of rules
under Section 103(a)(3)(C) is not entirely clear, we
do not interpret this statutory language as
precluding the application of Board rules requiring
additional factual information about the
engagement partner and certain audit participants
to the audits of EGCs. In our view, this approach
reflects an appropriate interpretation of the
statutory language and is consistent with our
understanding of the Congressional purpose
underlying this provision.
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18:05 May 12, 2016
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considered those statutory factors, and
as explained further herein, the
Commission finds that applying the
Proposed Rules to audits of EGCs is
necessary or appropriate in the public
interest.
In proposing application of the
Proposed Rules to audits of all issuers,
including EGCs, the PCAOB requested
that the Commission make the
determination required by Section
103(a)(3)(C). To assist the Commission
in making its determination, the PCAOB
prepared and submitted to the
Commission its own EGC analysis. The
PCAOB’s EGC analysis includes
discussions of characteristics of selfidentified EGCs and economic
considerations pertaining to audits of
EGCs, including efficiency, competition,
and capital formation.
In its analysis, the Board states, with
support from commenters, that
requiring the same disclosures for audits
of EGCs as for all issuers would provide
the same general benefits to investors in
EGCs as would be applicable to
investors in non-EGCs. On the cost side,
the Board does not believe that
compliance costs for auditors will be
significant. Rather, based on the overall
characteristics of EGCs, the Board
believes it is unlikely that the cost of
collecting data to comply with the
Proposed Rules will be
disproportionately high for EGCs as a
group. Further, the Board’s analysis
notes that commenters generally
indicated they were not aware of any
significant costs that would be specific
to audits of EGCs when compared to the
costs of non-EGC audits.
The PCAOB’s EGC analysis was
included in the Commission’s public
notice soliciting comment on the
Proposed Rules. Based on the analysis
submitted, we believe the information
in the record is sufficient for the
Commission to make the requested EGC
determination in relation to the
Proposed Rules. The Commission also
takes note, in particular, of the PCAOB’s
approach to the Proposed Rules, which
are not intended to substantively change
auditor performance requirements;
should reduce investors’ search costs
since the information will be provided
in one place in a searchable database;
and have been developed in a way to
mitigate potential increases in auditor
liability. In addition, the auditor’s
requirements under the new standard
are focused on communicating the
characteristics of the auditor, of which
the auditor is already aware or can
readily obtain.
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V. Conclusion
The Commission has carefully
reviewed and considered the Proposed
Rules and the information submitted
therewith by the PCAOB, including the
PCAOB’s EGC analysis, and the
comment letters received. In connection
with the PCAOB’s filing and the
Commission’s review,
A. The Commission finds that the
Proposed Rules are consistent with the
requirements of the Sarbanes-Oxley Act
and the securities laws and are
necessary or appropriate in the public
interest or for the protection of
investors; and
B. Separately, the Commission finds
that the application of the Proposed
Rules to EGC audits is necessary or
appropriate in the public interest, after
considering the protection of investors
and whether the action will promote
efficiency, competition, and capital
formation.
It is therefore ordered, pursuant to
Section 107 of the Sarbanes-Oxley Act
and Section 19(b)(2) of the Exchange
Act, that the Proposed Rules (File No.
PCAOB–2016–01) be and hereby are
approved.
By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2016–11292 Filed 5–12–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
In the Matter of GroveWare
Technologies Ltd., Luve Sports, Inc.,
and Northcore Technologies, Inc., File
No. 500–1; Order of Suspension of
Trading
May 11, 2016.
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of GroveWare
Technologies Ltd. (CIK No. 1484931), a
revoked Nevada corporation with its
principal place of business listed as
Toronto, Ontario, Canada with stock
quoted on OTC Link (previously, ‘‘Pink
Sheets’’) operated by OTC Markets
Group, Inc. (‘‘OTC Link’’) under the
ticker symbol GROV, because it has not
filed any periodic reports since the
period ended March 31, 2013. On
August 18, 2015, a delinquency letter
was sent by the Division of Corporation
Finance to GroveWare Technologies
Ltd. requesting compliance with its
periodic filing obligations, but
GroveWare Technologies Ltd. did not
receive the delinquency letter due to its
E:\FR\FM\13MYN1.SGM
13MYN1
mstockstill on DSK3G9T082PROD with NOTICES
Federal Register / Vol. 81, No. 93 / Friday, May 13, 2016 / Notices
failure to maintain a valid address on
file with the Commission as required by
Commission rules (Rule 301 of
Regulation S–T, 17 CFR 232.301 and
Section 5.4 of EDGAR Filer Manual).
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of Luve
Sports, Inc. (CIK No. 1497421), a
revoked Nevada corporation with its
principal place of business listed as
Zapopan, Jalisco, Mexico with stock
quoted on OTC Link (previously, ‘‘Pink
Sheets’’) operated by OTC Markets
Group, Inc. (‘‘OTC Link’’) under the
ticker symbol LUVE, because it has not
filed any periodic reports since the
period ended June 30, 2013. On August
18, 2015, a delinquency letter was sent
by the Division of Corporation Finance
to Luve Sports, Inc. requesting
compliance with its periodic filing
obligations, but Luve Sports, Inc. did
not receive the delinquency letter due to
its failure to maintain a valid address on
file with the Commission as required by
Commission rules (Rule 301 of
Regulation S–T, 17 CFR 232.301 and
Section 5.4 of EDGAR Filer Manual).
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of Northcore
Technologies, Inc. (CIK No. 1079171),
an Ontario corporation with its
principal place of business listed as
Toronto, Ontario, Canada with stock
quoted on OTC Link under the ticker
symbol NTLNF, because it has not filed
any periodic reports since the period
ended December 31, 2012. On August
18, 2015, a delinquency letter was sent
by the Division of Corporation Finance
to Northcore Technologies, Inc.
requesting compliance with its periodic
filing obligations, but Northcore
Technologies, Inc. did not receive the
delinquency letter due to its failure to
maintain a valid address on file with the
Commission as required by Commission
rules (Rule 301 of Regulation S–T, 17
CFR 232.301 and Section 5.4 of EDGAR
Filer Manual).
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 above-listed
companies.
Therefore, it is ordered, pursuant to
Section 12(k) of the Securities Exchange
Act of 1934, that trading in the
securities of the above-listed companies
is suspended for the period from 9:30
a.m. EDT on May 11, 2016, through
11:59 p.m. EDT on May 24, 2016.
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18:05 May 12, 2016
Jkt 238001
By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2016–11459 Filed 5–11–16; 4:15 pm]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Release No. 34–77786; File No. SR–FINRA–
2016–014]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a
Proposed Rule Change Relating to
National Adjudicatory Council
Composition, Member Terms and
Election Procedures
May 9, 2016.
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on April 28,
2016, Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I, II,
and III below, which Items have been
prepared by FINRA. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
FINRA is proposing to amend the ByLaws of FINRA’s regulatory subsidiary,
FINRA Regulation, Inc. (‘‘FINRA
Regulation’’), to expand the size of the
National Adjudicatory Council (‘‘NAC’’)
to 15 members, with the number of nonindustry members exceeding the
number of industry members; lengthen
the terms of office of future NAC
members to four years; and update the
process used for sending and counting
ballots in the event of a contested
nomination and election to fill certain
NAC industry member seats.
The text of the proposed rule change
is available on FINRA’s Web site at
https://www.finra.org, at the principal
office of FINRA and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
FINRA included statements concerning
the purpose of and basis for the
1 15
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00098
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29929
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. FINRA has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Background
In 2007, as part of the consolidation
of the member firm regulatory functions
of National Association of Securities
Dealers, Inc. (‘‘NASD’’) and NYSE
Regulation, Inc. into a combined
organization, FINRA, the SEC approved
changes to the NASD By-Laws that,
among other things, included a
governance structure that apportioned
public and industry representation on
the FINRA Board of Governors (‘‘FINRA
Board’’) and designated seven governor
seats to represent member firms of
various sizes based on the criteria of
firm size.3 As a result of these changes,
the By-Laws of FINRA (‘‘FINRA ByLaws’’) require that the FINRA Board
consist of no fewer than 16 and no more
than 25 governors.4 They provide also
that the number of Public Governors
serving on the FINRA Board shall
exceed the number of Industry
Governors.5
The FINRA Board consists currently
of 24 governors, including 13 Public
Governors, 10 Industry Governors and
FINRA’s chief executive officer.6 The
ten Industry Governors include a Floor
Member Governor, an Independent
Dealer/Insurance Affiliate Governor, an
Investment Company Affiliate Governor
and seven governors that are subject to
election to the FINRA Board by member
broker-dealers based on the criteria of
firm size—three Small Firm Governors,
one Mid-Size Firm Governor and three
Large Firm Governors.7
The National Adjudicatory Council
The NAC acts on behalf of FINRA in
several capacities and its powers are
authorized by the By-Laws of FINRA
3 See Securities Exchange Act Release No. 56145
(July 26, 2007), 72 FR 42169 (August 1, 2007), as
amended by Securities Exchange Act Release No.
56145A (May 30, 2008), 73 FR 32377 (June 6, 2008)
(Order Approving File No. SR–NASD–2007–023).
4 See FINRA By-Laws, Article VII, Section 4
(Composition and Qualifications of the Board),
paragraph (a).
5 Supra note 4.
6 Supra note 4. The number of Public Governors
is determined by the FINRA Board.
7 Supra note 4.
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]]>Agencies
[Federal Register Volume 81, Number 93 (Friday, May 13, 2016)]
[Notices]
[Pages 29928-29929]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-11459]
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SECURITIES AND EXCHANGE COMMISSION
In the Matter of GroveWare Technologies Ltd., Luve Sports, Inc.,
and Northcore Technologies, Inc., File No. 500-1; Order of Suspension
of Trading
May 11, 2016.
It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
GroveWare Technologies Ltd. (CIK No. 1484931), a revoked Nevada
corporation with its principal place of business listed as Toronto,
Ontario, Canada with stock quoted on OTC Link (previously, ``Pink
Sheets'') operated by OTC Markets Group, Inc. (``OTC Link'') under the
ticker symbol GROV, because it has not filed any periodic reports since
the period ended March 31, 2013. On August 18, 2015, a delinquency
letter was sent by the Division of Corporation Finance to GroveWare
Technologies Ltd. requesting compliance with its periodic filing
obligations, but GroveWare Technologies Ltd. did not receive the
delinquency letter due to its
[[Page 29929]]
failure to maintain a valid address on file with the Commission as
required by Commission rules (Rule 301 of Regulation S-T, 17 CFR
232.301 and Section 5.4 of EDGAR Filer Manual).
It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Luve Sports, Inc. (CIK No. 1497421), a revoked Nevada corporation with
its principal place of business listed as Zapopan, Jalisco, Mexico with
stock quoted on OTC Link (previously, ``Pink Sheets'') operated by OTC
Markets Group, Inc. (``OTC Link'') under the ticker symbol LUVE,
because it has not filed any periodic reports since the period ended
June 30, 2013. On August 18, 2015, a delinquency letter was sent by the
Division of Corporation Finance to Luve Sports, Inc. requesting
compliance with its periodic filing obligations, but Luve Sports, Inc.
did not receive the delinquency letter due to its failure to maintain a
valid address on file with the Commission as required by Commission
rules (Rule 301 of Regulation S-T, 17 CFR 232.301 and Section 5.4 of
EDGAR Filer Manual).
It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Northcore Technologies, Inc. (CIK No. 1079171), an Ontario corporation
with its principal place of business listed as Toronto, Ontario, Canada
with stock quoted on OTC Link under the ticker symbol NTLNF, because it
has not filed any periodic reports since the period ended December 31,
2012. On August 18, 2015, a delinquency letter was sent by the Division
of Corporation Finance to Northcore Technologies, Inc. requesting
compliance with its periodic filing obligations, but Northcore
Technologies, Inc. did not receive the delinquency letter due to its
failure to maintain a valid address on file with the Commission as
required by Commission rules (Rule 301 of Regulation S-T, 17 CFR
232.301 and Section 5.4 of EDGAR Filer Manual).
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 above-listed companies.
Therefore, it is ordered, pursuant to Section 12(k) of the
Securities Exchange Act of 1934, that trading in the securities of the
above-listed companies is suspended for the period from 9:30 a.m. EDT
on May 11, 2016, through 11:59 p.m. EDT on May 24, 2016.
By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2016-11459 Filed 5-11-16; 4:15 pm]
BILLING CODE 8011-01-P
