Securities and Business Investments Division
Securities Bulletin

Vol. XXVI  No. 2 - Summer 2012

Features

• Quarterly Statistical Summaries

• Administrative Orders and Notices 
• Consent Orders
• Stipulation and Agreements
• Conditional Registrations

ADMINISTRATIVE ORDERS AND NOTICES

William Alexis Cronin, Jr. (CRD # 872542) Directed to Cease and Desist from Regulatory Violations; Order to Make Restitution and Notice of Intent to Fine Issued 

On June 26, 2012, the Banking Commissioner issued an Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CRF-12-7930-S) with respect to William Alexis Cronin, Jr. whose last known business address is 11 Woodland Road, Madison, Connecticut.  Respondent Cronin did business under the name Madison Financial Services.  The action alleged that, at various times between 2006 and 2008, the respondent sold unregistered nonexempt securities issued by FundGuard, LLC and Aliki Foods, LLC to Connecticut and non-Connecticut investors in violation of Section 36b-16 of the Connecticut Uniform Securities Act.  The action also alleged that respondent Cronin received $77,500 in compensation from FundGuard, LLC and $93,500 in compensation from Aliki Foods, LLC for introducing prospective investors to those issuers.  Respondent Cronin allegedly was not registered as an agent of issuer in Connecticut at the time.  In addition, the action alleged that 1) in failing to disclose to investors and prospective investors that he was receiving compensation from FundGuard, LLC and Aliki Foods, LLC, respondent Cronin violated the antifraud provisions in Section 36b-4(a)(2) of the Act; and 2) in failing to provide his then employing broker-dealer with prior notice of his compensated involvement in the issuer transactions, respondent Cronin violated Section 36b-31-6e(c) of the Regulations under the Act.  The action also alleged that respondent Cronin 1) transacted business as an investment adviser absent registration; and 2) improperly borrowed $10,000 from a former broker-dealer client without notifying the brokerage firm with whom he was then associated.

Respondent Cronin was afforded an opportunity to request a hearing on the allegations in the Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine.

Connecticut Foreclosure Division Corp. and Alfred R. Beauchamp – Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine Issued

On May 29, 2012, the Commissioner issued an Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CRF-12-7754-S) against Connecticut Foreclosure Division Corp. of 41-C New London Turnpike, Glastonbury, Connecticut and Alfred R. Beauchamp of 77 Ballard Drive, West Hartford, Connecticut.  Respondent Beauchamp was the sole officer and shareholder of Connecticut Foreclosure Division Corp. which also operated under various names, including CFDC HOME.  The respondents purportedly counseled people who were in financial distress and in danger of losing their homes.  The respondents purportedly represented that they could halt a foreclosure and sell the affected home, after obtaining additional time from the bank and the courts. The Commissioner’s action alleged that from approximately February, 2007 forward, the respondents violated Section 36b-16 of the Connecticut Uniform Securities Act by offering and selling unregistered promissory note investments bearing a minimum return of ten percent.  The respondents allegedly represented to investors that investor funds would be used for company operating expenses, to buy leads and to purchase a property if one were located.  In addition, the respondents allegedly represented to investors that their principal would be guaranteed against loss.  In reality, investor funds were purportedly used in part to pay the personal expenses of respondent Beauchamp and his family.  The action also alleged that the respondents violated the antifraud provisions of the Act by failing to disclose any risk factors related to the investment, any financial information on the respondents or that the respondents would use part of the investors’ funds to pay for the personal, medical and household expenses of respondent Beauchamp and his family as well as the business expenses of respondent Beauchamp’s spouse.

The respondents were afforded an opportunity to request a hearing on the allegations in the Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine.

Stephen P. Pazdar Fined $25,000, Order to Cease and Desist Becomes Permanent

On May 15, 2012, the Commissioner entered an Order Imposing Fine (Docket No. CF-12-7943-S) against Stephen P. Pazdar of 64 Addison Road, Apartment 103, Glastonbury, Connecticut and 2077 Main Street, Glastonbury, Connecticut.  Respondent Pazdar had been the subject of a March 27, 2012 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-12-7943-S) alleging that 1) in April or May 2008, respondent Pazdar approached two Connecticut residents to invest with Michael S. Goldberg, member of Michael S. Goldberg, LLC d/b/a Acquisitions Unlimited Group; and 2) Goldberg told investors that Acquisitions Unlimited Group liquidated distressed assets obtained from JP Morgan Chase Bank, thus enabling Goldberg to pay investors returns of up to 20% over the short term.  The two Connecticut residents ultimately invested $400,000 in total with Goldberg, and Stephen P. Pazdar received a $25,000 referral fee in connection with their investments.  Goldberg was ultimately charged with allegedly devising and executing a scheme to defraud investors of over $100 million over a 12 year period.  Goldberg pleaded guilty to three counts of wire fraud and was sentenced on May 16, 2011 to 120 months in prison on each count, the sentence to be served concurrently (United States v. Michael S. Goldberg, D. Conn., Criminal No. 3:10 CR192 (JCH)).  The March 27, 2012 action had also alleged that respondent Pazdar offered and/or sold unregistered securities in violation of Section 36b-16 of the Connecticut Uniform Securities Act and transacted business as an unregistered agent of issuer in violation of Section 36b-6 of the Act.

Finding that respondent Pazdar committed one violation of Section 36b-16 of the Act and one violation of Section 36b-6(a) of the Act, the Commissioner fined Pazdar $25,000.  Respondent Pazdar did not appear or contest the imposition of the fine.  Similarly uncontested was the March 27, 2012 Order to Cease and Desist which became permanent on May 11, 2012.

Ronald Marvin (CRD # 722277), RMV Holding Company, LLC and RMV Investments, LLC Ordered to Cease and Desist from Regulatory Violations; Notice of Intent to Fine Issued

On May 9, 2012, the Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-12-7791-S) against Ronald Marvin, a former broker-dealer agent of Sloan Securities Corp.  Also named in the action were RMV Holding Company, LLC and RMV Investments, LLC, both of 225 Main Avenue, Norwalk, Connecticut.  Ronald Marvin was the principal of RMV Holding Company, LLC and RMV Investments, LLC.  RMV Holding Company, LLC, in turn, was the general partner of RMV Partners, L.P., an investment fund also based at 225 Main Avenue in Norwalk.

The action alleged that Marvin and RMV Holding Company, LLC transacted business as unregistered investment advisers in providing RMV Partners, L.P. with securities-related investment management services.  The action also alleged that Marvin transacted business as an unregistered investment adviser agent.  In addition, the Order to Cease and Desist and Notice of Intent to Fine alleged that Marvin, acting through intermediaries RMV Holding Company, LLC and RMV Investments, LLC, wired approximately $703,000 from the partnership's account at Sloan Securities Corp. and ultimately used the funds for his personal use.  The limited partners of RMV Partners, L.P. were not told that the funds were being diverted to Marvin's personal use.  Such conduct allegedly constituted a dishonest or unethical practice by participants Marvin, RMV Holding Company, LLC and RMV Investments, LLC.

The action also alleged that, while registered as a broker-dealer agent of Sloan Securities Corp. under the Connecticut Uniform Securities Act, Marvin wired approximately $145,000 from the partnership's brokerage account to RMV Holding as a purported loan.  Respondent Marvin allegedly failed to apprise the limited partners that the funds transfers were occurring, and failed to disclose to the brokerage firm and the limited partners that the wired amounts were partnership loans.  Borrowing money from a customer's account without the customer's prior consent and absent notice to the broker-dealer is a dishonest or unethical business by broker-dealer agents under Section 36b-31-15b(a)(1) of the Regulations.

The action further alleged that Marvin engaged in dishonest or unethical business practices by not disclosing the conflicts of interest that resulted from his acting in multiple capacities.  Each of the respondents was afforded an opportunity to request a hearing on the matters alleged.

Eric Olojugba (CRD # 2925026) – Order to Cease and Desist and Notice of Intent to Fine Issued

On May 3, 2012, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-12-7891-S) against Eric Olojugba a/k/a Olufemi Olojugba a/k/a Eric Oluwarotimi Olojugba, a previously registered broker-dealer agent and investment adviser agent in Connecticut.  The respondent’s last known address is 295 Greenwich Street, #139, New York, New York.   The action alleged that, in contravention of Section 36b-31-14e(a) of the Regulations under the Connecticut Uniform Securities Act, the Respondent failed to update his Form U-4 (Uniform Application for Securities Industry Registration or Transfer) filings to reflect his current residential address and his outside business activities with CRG Partners and Discoverpoint Holdings (Group) LLC.  The Respondent was afforded an opportunity to request a hearing on the Order to Cease and Desist and Notice of Intent to Fine.

Wadsworth Investment Co., Inc. (CRD # 5844) and William F. Wadsworth, Sr. (CRD # 456251) - Order Modifying Remedial Restrictions and Conditions Entered

On April 10, 2012, the Banking Commissioner entered an Order Modifying Remedial Restrictions and Conditions (Docket No. CFNR-10-7779-S) with respect to Wadsworth Investment Co., Inc., a Connecticut-registered broker-dealer, and William F. Wadsworth, Sr.  Both had been the subject of Findings of Fact, Conclusions of Law and an Order entered on February 7, 2012 following an administrative hearing.  While leaving intact the factual and legal findings contained in the February 7, 2012 Order, the April 10, 2012 Order adjusted certain remedial provisions relating to Wadsworth Investment Co., Inc.

Specifically, the April 10, 2012 Order allowed the firm to 1) engage one or more qualified compliance consultants on an interim basis if it was unable to hire a full-time Chief Compliance Officer within the time frame prescribed in the February 7, 2012 Order; 2) have William F. Wadsworth, Jr. serve as its president if it demonstrated that additional compliance personnel were retained to overcome any deficiencies in William F. Wadsworth, Jr.'s securities regulatory experience; and 3) permit William F. Wadsworth, Sr. to hold a minority ownership interest in the firm if he was otherwise in compliance with the February 7, 2012 Order.

In addition, the April 10, 2012 modifying Order required Wadsworth Investment Co., Inc. to refund to its customers by May 15, 2012 approximately $52,000 in contingent deferred sales charges referenced in paragraph 142 of the February 7, 2012 Order.  Correspondingly, the modifying order reduced the fine assessed against the firm to $25,000.

CONSENT ORDERS

Bankers Life and Casualty Company and BLC Financial Services, Inc. (CRD # 126638) Assessed $970,469.30 for Licensing Violations as Part of Multistate Settlement

On June 29, 2012, the Banking Commissioner entered a Consent Order (No. CO-12-8018-S) with respect to Bankers Life and Casualty Company, an Illinois life insurance company, and BLC Financial Services, Inc., its wholly-owned subsidiary, both of 111 East Wacker Drive, 21st Floor, Chicago, Illinois.  BLC Financial Services, Inc. was previously registered as a broker-dealer only in Illinois and has since terminated its federal and state registrations.  The Consent Order followed a multistate investigation, capped by a global settlement, into unregistered broker-dealer and investment advisory activity by the firms.  The multistate investigation also focused on the firms’ employment of dual agents who, although registered with UVEST Financial Services Group, Inc. and ProEquities, Inc., were not registered agents and investment adviser agents of the respondents.  The respondents received revenue sharing payments based on the dual agents’ securities transactions.  Both UVEST Financial Services Group, Inc. and ProEquities, Inc. are registered broker-dealers in Connecticut.

The Consent Order directed Bankers Life and Casualty Company and BLC Financial Services, Inc. to cease and desist from transacting business as a broker-dealer or investment adviser in Connecticut absent registration and from employing unregistered agents or investment adviser agents.  The Consent Order also fined the respondents $965,469.30, which represented Connecticut’s share of the $9.9 million multistate settlement, and required that they reimburse the state $5,000 for past due agent licensing fees.  The Consent Order also required that the respondents pay the expenses, not to exceed $2,000 in the aggregate, of one or more examinations to be conducted by the Securities and Business Investments Division within 24 months.

Additional remedial steps in the settlement included a requirement that the respondents 1) contract with an independent third party to review their compliance with the Consent Order; 2) not attempt to recoup their settlement payments from dual agents, UVEST Financial Services Group, Inc. ProEquities, Inc. or their customers (including through premium increases); 3) cede supervisory, compensation and other control over agent securities and investment advisory activities to the broker-dealer with whom they had a third party brokerage agreement; and 4) in the case of Bankers Life and Casualty Company, curb the securities-related activities of insurance producers who were not licensed to sell securities products or give investment advice on securities.

Hawthorne Advisory Group, LLC (IARD # 127647) and William D. Heiden Jr. (CRD # 2883964) Directed to Refrain from Regulatory Violations; Bar Imposed Pending Payment of FINRA Arbitration Award

On May 29, 2012, the Commissioner entered a Consent Order (No. CO-12-7656-S) with respect to Hawthorne Advisory Group, LLC of 5 Westbrook Road, Bloomfield, Connecticut and William D. Heiden Jr., the firm’s managing member.  The firm had been registered as an investment adviser under the Connecticut Uniform Securities Act until December 31, 2011 when it failed to renew its registration.  The Consent Order alleged that the respondents failed to make material conflict of interest disclosures to a client, and alone or through an affiliated entity, improperly borrowed money from investment advisory clients.  The Consent Order also noted that William D. Heiden Jr. was currently subject to a FINRA suspension for failing to comply with an arbitration award directing that he pay the claimant $400,000 in compensatory damages plus 18% interest per annum on $300,000 from April 4, 2008 until payment of the award.  Under the Connecticut Uniform Securities Act, the failure to comply with an arbitration award may give rise to administrative sanctions.

The Consent Order directed Hawthorne Advisory Group, LLC and William D. Heiden Jr. to cease and desist from regulatory violations.  In addition, the Consent Order barred William D. Heiden Jr. from transacting business in or from Connecticut as a broker-dealer, agent, investment adviser or investment adviser agent until one year had elapsed from the date the FINRA arbitration award was paid and documented proof of payment furnished to the Commissioner.

Aegis Capital Corp. (CRD # 15007) Fined $15,000 for Recordkeeping Violations

On April 27, 2012, the Banking Commissioner entered a Consent Order (No. CO-12-7993-S) with respect to Aegis Capital Corp., a Connecticut registered broker-dealer having its principal office at 810 Seventh Avenue, 11th Floor, New York, New York.  The Consent Order alleged that the firm failed to comply with recordkeeping requirements by not including on a preliminary trade notification the amount of the markup charged on principal transactions.  The Consent Order fined the firm $15,000 and directed that it cease and desist from engaging in violative conduct.

E*Trade Securities LLC (CRD # 29106) Fined $43,962.04 for Supervisory Lapses in the Marketing of Auction Rate Securities

On April 18, 2012, the Banking Commissioner entered a Consent Order (No. CO-12-7995-S) with respect to E*Trade Securities LLC, a Connecticut-registered broker-dealer having its principal office at 1271 Avenue of the Americas, 14th Floor, New York, New York.  The Consent Order followed a multi-state investigation, capped by a global settlement, into the firm's auction rate securities (ARS) activities.  The Consent Order alleged that the firm failed to reasonably supervise certain financial advisors who marketed ARS to customers as highly liquid and as an alternative to cash or money market funds without adequately disclosing that ARS were complex securities that could become illiquid.

The Consent Order directed the firm to cease and desist from regulatory violations and to pay a $43,962.04 fine which represented Connecticut's proportionate share of the $5 million multi-state settlement.  The Consent Order also required that the firm show that it had taken or would take certain measures with respect to ARS that had failed at auction at least once since February 13, 2008 and that had been purchased on or before that date.  These measures included offering to purchase the ARS from affected investors; participating in a special arbitration process to resolve consequential damages disputes; and submitting multi-state settlement status reports to the lead state.

Prosper Marketplace, Inc. Fined $40,000 for Selling Unregistered Securities, Violating Prior Consent Orders, Engaging in Alleged Fraudulent Conduct

On April 10, 2012, the Commissioner entered a Consent Order (No. CO-12-7987-S) with respect to Prosper Marketplace, Inc., a California based securities issuer providing an online marketplace for peer to peer lending.   Prosper Marketplace, Inc. had been the subject of two prior Consent Orders entered by the Commissioner on July 27, 2009 (No. CO-09-7705-S) and October 13, 2010 (No. CO-10-7859-S), respectively.  Each of the prior Consent Orders had alleged that Prosper Marketplace, Inc. violated Section 36b-16 of the Connecticut Uniform Securities Act by offering and selling unregistered loan notes.   In executing the April 10, 2012 Consent Order, Prosper Marketplace, Inc. admitted that, from at least October 13, 2011 to November 17, 2011 it had sold unregistered securities in violation of Section 36b-16 of the Act and the 2010 Consent Order.   The April 10, 2012 Consent Order also alleged that Prosper Marketplace, Inc. violated the antifraud provisions in Section 36b-4 of the Act by 1) misrepresenting to Connecticut investors that the State of Connecticut Department of Banking had asked Prosper Marketplace, Inc. to “pause” its activities until its state securities registration was renewed; and 2) misrepresenting to the public that the rate of return on its notes was the best within the P2P industry when no comparative analysis of any other issuer in the P2P industry had been done.  Prosper Marketplace, Inc. neither admitted nor denied that it had engaged in fraudulent conduct.

In executing the 2012 Consent Order, Prosper Marketplace, Inc. represented to the agency that, on December 30, 2011 and in response to Prosper Marketplace, Inc.’s  failure to renew its Connecticut securities registration on time, Prosper Marketplace, Inc. had paid to each Connecticut investor a rebate equal to 1% of the account balance in each investor’s account for a total payment of $16,238.52.

The Consent Order fined Prosper Marketplace, Inc. $40,000 and directed it to cease and desist from regulatory violations.  The April 10, 2012 Consent Order also required Prosper Marketplace, Inc. to consult with Connecticut legal counsel for three years and file an annual sworn affidavit verifying that it had fully discussed its Connecticut compliance responsibilities with its Connecticut legal counsel.  Contemporaneously with the Commissioner’s entry of the Consent Order, Prosper Marketplace, Inc.’s securities registration would be made effective under the Act.

STIPULATION AND AGREEMENTS

IHS Herold Inc. (CRD # 127160) Assessed $8,050 for Engaging Unregistered Investment Adviser Agents

On May 9, 2012, the Commissioner entered into a Stipulation and Agreement (No. ST-12-7978-S) with IHS Herold Inc., a Connecticut-registered investment adviser located at 200 Connecticut Avenue, Third Floor, Norwalk, Connecticut.  The Stipulation and Agreement alleged that, from at least 2006, the firm had engaged investment adviser agents who were not registered under the Connecticut Uniform Securities Act.  In resolution of the matter, the firm agreed to refrain from violative conduct and to pay $8,050 to the department.  Of that amount, $5,000 constituted an administrative fine and $3,050 would be applied to reimburse the agency for past due registration fees.

Gigapix Studios, Inc. Fined $1,300 For Allegedly Selling Unregistered Securities

On April 24, 2012, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-11-7948-S) with Gigapix Studios, a securities issuer located at 9333 Oso Avenue, Chatsworth, California.  The Stipulation and Agreement alleged that in 2007, the company offered and sold unregistered securities in violation of Section 36b-16 of the Connecticut Uniform Securities Act and that in 2009 Gigapix Studios, Inc. made a late Rule 506 notice filing in conjunction with another offering.  The Stipulation and Agreement fined Gigapix Studios, Inc. $1,300; directed it to refrain from further violations of Section 36b-16 of the Act; and required that, for three years, the company retain Connecticut securities counsel to advise it prior to any Connecticut offers or sales.

Laidlaw & Company (UK) Ltd. (CRD # 119037) Agrees to Pay $7,500 Fine Following Allegations of Unregistered Security Sales

On April 11, 2012, the Commissioner entered into a Stipulation and Agreement (No. ST-12-8006-S) with Laidlaw & Company (UK) Ltd., a Connecticut-registered broker-dealer having its principal office in London, England and a U.S. office at 750 East Main Street, Suite 502, Stamford, Connecticut.  The Stipulation and Agreement alleged that the firm sold unregistered securities in contravention of Section 36b-16 of the Connecticut Uniform Securities Act.  In resolution of the matter, the firm agreed to pay a $7,500 fine and to refrain from violative conduct.

CONDITIONAL REGISTRATIONS

Jason N. Ginder (CRD # 1577288)

On June 21, 2012, the Banking Commissioner entered a Consent Order (No. CO-12-8010-S) conditioning the registration of Jason N. Ginder as a broker-dealer agent of Sanders Morris Harris Inc. (CRD No. 20580).   The Consent Order alleged that a basis existed under Section 36b-15 of the Connecticut Uniform Securities Act for denying Jason N. Ginder’s registration in that:  1) Ginder had been permanently enjoined on March 9, 2011 by the United States District Court for the Southern District of New York from violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5 under the Securities Exchange Act of 1934 and ordered to pay a $300,000 civil penalty (Securities and Exchange Commission v. O’Meally et al., No. 06 Civ. 65483); and 2) on March 18, 2011, the Securities and Exchange Commission entered an Order Instituting Administrative Proceedings, Making Findings and Imposing Remedial Sanctions against Ginder (Administrative Proceeding File No. 3-14298).  The SEC Order suspended Ginder from association with any broker, dealer, investment adviser, municipal securities dealer or transfer agent and from participating in any penny stock offering of nine months.  The suspension concluded on December 27, 2011.

The Consent Order placed Ginder on administrative probation as a broker-dealer agent for five years.  In addition, the Consent Order required that, for five years, 1) Ginder would be prohibited from effecting transactions in penny stocks in or from Connecticut; 2) Ginder would be subject to supervision by a qualified principal of Sanders Morris Harris Inc.; 3) new account documentation, order tickets, non-electronic written communications with clients, advertising and electronic communications involving Ginder’s securities brokerage activity would be subject to prescribed supervisory controls; 4) Ginder would be prohibited from purchasing or effecting the sale of mutual funds for customers without prior written approval from Ginder’s supervisor; 5) any securities transaction, activity or account not performed or held at Sanders Morris Harris Inc. would require the written approval of Ginder’s primary supervisor and the firm’s Chief Compliance Officer; and 6) Ginder would be required to participate in annual ethics training.

Jason N. Ginder became registered as a broker-dealer agent of Sanders Morris Harris Inc. in Connecticut on June 21, 2012.

Parker Wealth Management, LLC (CRD # 157064)

On June 13, 2012, the Banking Commissioner entered a Stipulated Agreement (No. ST-12-8012-S) conditioning the investment adviser registration of Parker Wealth Management, LLC of 21 Burning Tree, Glastonbury, Connecticut.  The Stipulated Agreement alleged that the firm and its managing principal Jeffrey P. Smith (CRD No. 5900988) had not fulfilled the experience requirements in Section 36b-31-7b of the Regulations under the Connecticut Uniform Securities Act, and that a basis therefore existed for restricting or imposing conditions on the investment advisory activities that the firm could perform in and from Connecticut.

As a precondition to registration, the Stipulated Agreement required that, for two years, Parker Wealth Management, LLC 1) refrain from having custody or control of client funds or securities; 2) notify affected clients in writing within 24 hours of any discretionary trade in the client’s account; 3) limit its investment advice to exchange listed securities, investment company securities, commercial paper, certificates of deposit, corporate debt, municipal securities, securities issued or guaranteed by the United States and insurance products subject to regulation by the Connecticut Insurance Commissioner; and 4) notify the Division promptly, through appropriate amendments to its IARD and CRD filings,concerning any securities-related complaints, actions, arbitration or proceedings (including updates and dispositional information).

Parker Wealth Management, LLC became registered as an investment adviser in Connecticut on June 15, 2012.

STATISTICAL SUMMARY