* * * * * * * * * * * * * *  IN THE MATTER OF: ANDESA STRATEGIES, INC.  (CRD number 116137) * * * * * * * * * * * * * *

* * * * * * *

STIPULATION AND AGREEMENT No. ST-07-7468-S

WHEREAS, the Banking Commissioner (the "Commissioner") is responsible for administering Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the "Act") and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies (the "Regulations") promulgated under the Act;

WHEREAS, Andesa Strategies, Inc. (“ASI”) is an investment adviser having its principal office at 3435 Winchester Road, Suite 402, Allentown, Pennsylvania;

WHEREAS, ASI applied for registration as an investment adviser under the Act on April 2, 2007;

WHEREAS, in conjunction with its application for investment adviser registration, ASI disclosed that, commencing in 2002 and continuing through 2007, it had rendered investment advisory services to a Connecticut corporation and to designated employees of that corporation pursuant to a Service Agreement administered as an employee benefit and had employed at least two unregistered investment adviser agents in connection with such activity;

WHEREAS, ASI represented to the Securities and Business Investments Division (the “Division”) of the Department of Banking that 1) its 2002 Connecticut investment advisory activity would not have required that ASI register under Section 36b-6(c) of the Act due to the de minimis exemption in Section 36b-6(e)(3) of the Act; and 2) that its subsequent failure to register as an investment adviser was due to an oversight that was corrected by its filing an application under the Act;

WHEREAS Section 36b-6(c) of the Act provides that: “(1) No person shall transact business as an investment adviser, within or from this state, unless registered as such by the commissioner as provided in sections 36b-2 to 36b-33, inclusive, or exempted pursuant to subsection (e) of this section . . . (2) No individual shall transact business in this state as an investment adviser agent unless such individual is registered as an investment adviser agent of the investment adviser for which such individual acts in transacting such business”;

WHEREAS, the Commissioner maintains that from 2003 forward, ASI, transacted business as an investment adviser in Connecticut while unregistered and employed unregistered investment adviser agents in contravention of Section 36b-6(c) of the Act;

WHEREAS, Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;

WHEREAS, ASI desires to settle the matters described herein and, without either admitting or denying the truth of the Commissioner's allegations set forth hereinabove, voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matters described herein;

WHEREAS, ASI, through its execution of this Stipulation and Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;

WHEREAS, ASI fully understands that this Stipulation and Agreement will in no way preclude additional proceedings by the Commissioner against ASI for acts or omissions not specifically addressed in this Stipulation and Agreement or for acts and/or omissions that do not arise from the facts or transactions herein addressed;

NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:

1.	No later than the date this Stipulation and Agreement is executed by the Commissioner, ASI shall remit to the department by certified bank check payable to "Treasurer, State of Connecticut" the sum of two thousand five hundred dollars ($2,500), one thousand five hundred dollars ($1,500) of which shall constitute an administrative penalty and one thousand dollars ($1,000) of which shall represent reimbursement for past due registration fees for the firm and its investment adviser agents;
2.	ASI , its officers, directors, employees, agents and representatives shall comply with all statutory requirements governing investment advisers and their operations, including, without limitation, requirements concerning registration, and shall review, revise and implement such supervisory and compliance procedures as are necessary to ensure such compliance;
3.	Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against ASI based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation made by or on behalf of ASI and reflected herein is subsequently discovered to be untrue; and
4.	This Stipulation and Agreement shall become binding when executed by ASI and the Commissioner.

IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.

I, Paul Barbehenn, state on behalf of Andesa Strategies, Inc., that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Andesa Strategies, Inc. and that Andesa Strategies, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein. 
                                                                 

       Andesa Strategies, Inc.

By
       ________/s/_______________ 
       Paul Barbehenn 
       Chief Compliance Officer



Commonwealth of Pennsylvania   )
County of Lehigh                      )               ss

On this 29th day of November 2007, personally appeared Paul Barbehenn, signer of the foregoing Stipulation and Agreement, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of Andesa Strategies, Inc., a corporation, and acknowledged the same to be his free act and deed, before me.

_______/s/______________________
Notary Public
My Commission Expires:  July 11, 2009

Administrative Orders and Settlements