(d) National de minimis standard

No law of any State or political subdivision thereof requiring the registration, licensing, or qualification as an investment adviser shall require an investment adviser to register with the securities commissioner of the State (or any agency or officer performing like functions) or to comply with such law (other than any provision thereof prohibiting fraudulent conduct) if the investment adviser - (1) does not have a place of business located within the State; and (2) during the preceding 12-month period, has had fewer than 6 clients who are residents of that State.

Andrew N. Weber (CRD # 2364164) - Agent Registration Revoked

On March 24, 1999, the Banking Commissioner entered Findings of Fact, Conclusions of Law and an Order revoking the registration of Andrew N. Weber as a broker-dealer agent of E.C. Capital, Ltd. The revocation action was based on findings that in 1996, Weber transacted business a broker-dealer agent of First United Equities Corporation without being registered as such under the Connecticut Uniform Securities Act. Weber did not appear or contest the Commissioner's action. A November 2, 1998 Order to Cease and Desist against Weber based on the same conduct had became permanent on February 5, 1999 in light of respondent's failure to request a hearing on the department's allegations.

Great American Financial Network, Inc. (CRD # 14108) Subject to Notice of Intent to Revoke Registration as a Broker-dealer; Andrew Hicks (CRD # 2652515) Ordered to Cease and Desist from Regulatory Violations

On March 22, 1999, the Banking Commissioner issued a Notice of Intent to Revoke Registration as a Broker-dealer (Docket No. RC-99-5216-S) with respect to Great American Financial Network, Inc. of 3300 Holcomb Bridge Road, #290, Norcross, Georgia. On the same day, the Commissioner entered an Order to Cease and Desist against Andrew Hicks of Missoula, Montana, a former agent of the firm. The Notice of Intent to Revoke Registration as a Broker-dealer alleged that 1) from February 1996 to April 1998, Great American Financial Network, Inc. employed unregistered broker-dealer agents in contravention of Section 36b-6(b) of the Connecticut Uniform Securities Act; 2) that between November 1996 and April 1998, the firm effected transactions in unregistered non-exempt securities of Great American Hotels & Resorts, Inc.; 3) that the firm engaged in dishonest or unethical practices by executing unauthorized transactions for Connecticut customers and sending out confirmations to cause customers to accept transactions to which they had not agreed; and 4) that the firm failed to enforce and maintain adequate supervisory procedures. The Order to Cease and Desist against Hicks (Docket No. RC-99-5216-S) alleged that Hicks transacted business as an agent while unregistered; sold unregistered securities of Great American Hotels & Resorts, Inc. to Connecticut residents; engaged in unauthorized trading; and sent out customer confirmations to cause customers to accept transactions to which they had not agreed. The parties were afforded an opportunity for a hearing on the Notice of Intent to Revoke Registration and the Order to Cease and Desist, respectively.

Empire Capital Corporation, Alan P. Brooks (CRD # 2216295), Geoffrey J. Winters (CRD # 470292) and Jeffrey R. Epstein (CRD # 819226) Ordered to Cease and Desist from Regulatory Violations; Notice of Intent to Deny Registration as an Agent Issued With Respect to Jeffrey R. Epstein

On March 5, 1999, the Banking Commissioner issued an Order to Cease and Desist and Notice of Right to Hearing (Docket No. CDD-99-5000-S) against Empire Capital Corporation of 1055 Washington Boulevard, Suite 8A, Stamford, Connecticut; Alan P. Brooks, its chairman and CEO; Geoffrey J. Winters and Jeffrey R. Epstein. On the same day, the Commissioner issued a Notice of Intent to Deny (Docket No. CDD-99-5000-S) the registration of Jeffrey R. Epstein as a broker-dealer agent of Raymond James & Associates, Inc. The Order to Cease and Desist alleged that from at least June 1994 to May 1995, Empire Capital Corporation sold units consisting of cumulative preferred stock and warrants in Connecticut; that, in connection with such sales, Empire Capital Corporation falsely stated that it had filed a Form D with the Securities and Exchange Commission; that Empire Capital Corporation falsely misrepresented that Brooks held a license as a registered investment adviser with Allmerica Financial; and that the corporation made misleading statements concerning the extent of preferred stock holdings by corporate officers. The Commissioner further claimed that the units were not registered under the Connecticut Uniform Securities Act; exempt from registration or qualifying as "covered securities", and that the eight corporate employees selling the units were not registered as agents of issuer under Connecticut law. The Commissioner also alleged that Brooks, a broker-dealer agent of Allmerica, Winters, a broker-dealer agent of Gruntal & Co., LLC and Epstein, a broker-dealer agent of A.G. Edwards & Sons, Inc., engaged in private securities transactions ("selling away") without appropriate notice to their employing firms in violation of Section 36b-31-6(e) of the Regulations under the Connecticut Uniform Securities Act. Since respondents Empire Capital Corporation, Geoffrey J. Winters and Alan P. Brooks did not request a hearing within the prescribed time period, the Order to Cease and Desist became permanent as to them on March 26, 1999, March 27, 1999 and March 31, 1999, respectively. A hearing regarding respondent Epstein is pending.

Community Network Association, Inc. - Notice of Intent to Issue a Stop Order Denying Effectiveness to a Business Opportunity Registration and Order to Cease and Desist Issued

On February 10, 1999, the Banking Commissioner issued a Notice of Intent to Deny the pending business opportunity registration of Community Network Association, Inc. of 3653 Flakesmill Road, Suite 204, Decatur, Georgia (Docket No. CD-99-732-B). On the same day, the Commissioner entered an Order to Cease and Desist against the corporation which is in the business of selling a network marketing system and inventory enabling purchaser-investors to start a business marketing pre-paid telephone calling cards. The Commissioner's action was based on allegations that from at least January 1997, sales of the network marketing system in Connecticut approximated $625,000 and that such sales were made absent registration under the Connecticut Business Opportunity Investment Act. The Commissioner also claimed that, when the company actually did file for registration, its application was materially incomplete and therefore a basis existed for denying effectiveness to the registration. Respondent Community Network Association, Inc. was afforded an opportunity to request a hearing on the Notice of Intent to Issue a Stop Order and the Order to Cease and Desist.

Stires, O'Donnell & Co., Inc. (CRD # 6813) - Broker-dealer Registration Denied; Order to Cease and Desist Becomes Permanent

On February 18, 1999, the Banking Commissioner entered Findings of Fact, Conclusions of Law and an Order denying the broker-dealer registration of Stires, O'Donnell & Co., Inc. of 12 East 44th Street, New York, New York (Docket No. ND-98-5112-S). The firm had not requested a hearing on the Commissioner's January 8, 1999 Notice of Intent to Deny Registration and Order to Cease and Desist. In denying the firm's registration, the Commissioner found that the firm 1) violated Section 36b-6(a) of the Connecticut Uniform Securities Act by transacting business while unregistered as a broker-dealer; 2) employed unregistered agents in contravention of Section 36b-6(b) of the Act; 3) filed a materially incomplete registration application; and 4) was the subject of an August 11, 1998 cease and desist order entered by the Securities and Exchange Commission.

Wise Choice Discount Brokerage Corporation (CRD # 39924) - Broker-dealer Registration Denied Based on Alleged Unregistered Activity

Olawande Adefarati Agunloye, Sr. (CRD # 2429760) - Agent Registration Denied

On January 12, 1999, the Banking Commissioner entered Findings of Fact, Conclusions of Law and an Order denying the broker-dealer registration of Wise Choice Discount Brokerage Corporation of 30 Broad Street, 47th Floor, New York, New York. On the same day, the Commissioner denied the registration of Olawande Adefarati Agunloye, Sr. as an agent of Wise Choice Discount Brokerage Corporation. Agunloye is the president of the firm. A November 2, 1998 Order to Cease and Desist naming both parties had been uncontested and became permanent as to each of them on December 22, 1998 (Docket No. ND-98-5218-S). In denying the registrations, the Commissioner found that: 1) the firm contravened an August 14, 1996 agreement with the agency, prepared in conjunction with an earlier registration application, to limit its sales activity to exchange and NASDAQ-NMS securities; 2) from January, 1998, the firm transacted business as a broker-dealer in Connecticut while unregistered; 3) on December 30, 1997, the State of Alabama had denied the firm's broker-dealer registration based on a materially incomplete application; 4) on March 30, 1998, the U.S. District Court for the Southern District of New York had entered a temporary restraining order against the firm based on claims that the firm had engaged in fraudulent conduct; 5) on June 4, 1998, the NASD had canceled the firm's membership for failing to comply with written requests to submit financial information; 6) on April 22, 1998, the State of Illinois issued an Order of Prohibition against the firm based upon a failure to respond to that agency's information requests; 7) on May 12, 1998, the State of Maryland revoked the firm's registration; 8) on May 21, 1998, the State of Indiana summarily suspended the firm's registration for failing to maintain required records; and 9) the firm employed Agunloye as an unregistered agent.

The Commissioner also found that Agunloye 1) transacted business as an agent of the firm while unregistered; 2) was subject to a March 30, 1998 temporary restraining order entered by the U.S. District Court for the Southern District of New York; and 3) was the subject of a May 12, 1998 revocation order issued by the State of Maryland.

Charles Joseph Principato, Jr. (CRD # 1757488) Fined; Forfeits Agent Registration

On March 8, 1999, the Banking Commissioner entered a Consent Order (Docket No. CO-98-5186-S) with respect to Charles Joseph Principato, Jr. Principato had been the subject of an order suspending his broker-dealer agent registration and a Notice of Intent to Revoke Registration as an Agent, both issued on November 24, 1998. The suspension order and Notice of Intent to Revoke Registration had been based on allegations that Principato transacted business as an unregistered broker-dealer agent of R.D. White & Co., Inc.; failed to observe customer suitability standards; and failed to immediately execute a customer's sell order. The Commissioner's March 8, 1999 Consent Order resolved the issues set forth in the earlier action and vacated the November 24, 1998 summary suspension order against Principato.

The Consent Order required that Principato pay a $7,500 fine to the department, forfeit his broker-dealer agent registration and refrain for three years from acting as a broker-dealer, broker-dealer agent, investment adviser, investment adviser agent or agent of issuer for the benefit of any Connecticut account. After three years, however, Principato could apply for registration; provided that the Commissioner retained the ability to deny, restrict or impose conditions on any registration filed by Principato without making requisite findings under Section 36b-15 of the Connecticut Uniform Securities Act. The Consent Order went on to preclude Principato, for three years, from acting as a finder for compensation, splitting commissions with an agent registered under the Connecticut Uniform Securities Act; or receiving referral fees in connection with the offer, sale or purchase of securities for the benefit of any Connecticut account. Finally, the Consent Order required that within 30 days, Principato offer rescission to one previously identified Connecticut client.

Morgan, Taylor & Associates, Inc. (f/k/a E.C. Capital, Ltd.) (CRD # 37447); Gregory Small (CRD # 1502327); and John H. Ludemann, Jr. (CRD # 2253343) Fined

On March 5, 1999, the Banking Commissioner entered a Consent Order (Docket No. CO-98-5149-S) with respect to Morgan, Taylor & Associates, Inc. (formerly known as E.C. Capital, Ltd.) of 100 Old Country Road, Suite 241, Mineola, New York; Gregory Small; and John H. Ludemann, Jr. Ludemann and Small were agents of the firm. E.C. Capital, Ltd. has been the subject of an April 23, 1998 order (amended August 28, 1998) suspending its Connecticut broker-dealer registration and a Notice of Intent to Revoke Broker-dealer Registration also issued on April 23, 1998. Ludemann's agent registration had been suspended on November 2, 1998, with a Notice of Intent to Revoke Agent Registration issued on the same day; the documents were amended on November 4, 1998. Small was the subject of a November 2, 1998 Order to Cease and Desist (amended November 4, 1998) issued by the Commissioner. The Consent Order vacated the suspension orders against Morgan, Taylor & Associates, Inc. and Ludemann and the cease and desist order against Small.

The Consent Order directed the firm to 1) pay an administrative fine of $135,000 which would be offset by $75,000 in expenses incurred by the firm to improve compliance, operational and supervisory functions; 2) engage an independent consultant to review its supervisory and compliance procedures; 3) limit its Connecticut securities business to investment company securities, governmental securities, exchange-listed options, and securities listed on the New York Stock Exchange, the American Stock Exchange or the National Market System of NASDAQ; 4) refrain from offering or selling NASDAQ Small-Cap market or NASDAQ Bulletin Board securities in or from Connecticut; 5) for two years, report to the Division quarterly concerning any complaints, actions or proceedings involving Connecticut residents; and 6) reimburse the agency for the costs, not to exceed $2,500 in the aggregate, of one or more examinations to be conducted within 18 months. In agreeing to the Consent Order, the firm acknowledged that a failure to abide by the Consent Order's terms would result in the immediate revocation of its broker-dealer registration and the imposition of a $50,000 fine.

In addition to imposing sanctions against Morgan, Taylor & Associates, Inc., the Consent Order fined Small $15,000 and required that Ludemann pay a $10,000 fine to the department.

John Michael Pagano (CRD # 2571246) - Agent Registration Revoked

On February 23, 1999, the Banking Commissioner entered a Consent Order revoking the registration of John Michael Pagano as an agent of Fin-Atlantic Securities, Inc. . Fin-Atlantic has its principal office at 33 N.E. 2nd Street, Suite 300, Fort Lauderdale, Florida. The Consent Order (Docket No. CO-98-5274-S) followed a December 21, 1998 Notice of Intent to Revoke Registration and summary suspension of Pagano's registration under the Connecticut Uniform Securities Act. The Notice of Intent to Revoke and the summary suspension order were based on allegations that, during an examination of Fin-Atlantic Securities, Inc., respondent Pagano was asked to surrender for inspection at least one piece of yellow paper which Pagano placed in his front left pocket, and that, following a refusal to do so, Pagano physically left the firm's sales floor with the requested items. The Commissioner had alleged that such conduct constituted a dishonest or unethical practice in that it was proscribed by NASD Conduct Rule 8221.

The Consent Order also barred respondent Pagano from acting as a broker-dealer, broker-dealer agent, investment adviser, investment adviser agent or agent of issuer in Connecticut for seven years with leave to apply for registration after five years had elapsed. The Consent Order provided, however, that the Commissioner retained the ability, for seven years, to deny, restrict or impose conditions on any registration filed by respondent Pagano without making requisite

PVI, Inc. d/b/a Photo Vend (CRD # 46732) Directed Not to Seek Business Opportunity Registration for 36 Months

On February 23, 1999, the Banking Commissioner entered a Consent Order (No. SO-98-735-B) under the Connecticut Business Opportunity Investment Act with respect to PVI, Inc. d/b/a Photo Vend, a corporation having its principal office at Westgate Business Center, 5010 North Hiatus Road, Sunrise, Florida. The entity had been the subject of a December 30, 1998 Notice of Intent to Issue a Stop Order Denying Effectiveness to a Business Opportunity Registration. The Notice of Intent to Issue a Stop Order was based on allegations that PVI, Inc. failed to disclose, or amend its pending registration to disclose, a September 1, 1998 complaint for injunctive relief filed on behalf of the Federal Trade Commission in the United States District Court for the Southern District of Florida. In the Notice of Intent to Issue a Stop Order, the Commissioner had also claimed that the registration was materially incomplete in other respects, including deficiencies in the disclosure of risk factors. PVI, Inc. agreed to the entry of a Consent Order in lieu of an adjudicative hearing on the allegations in the Notice of Intent to Issue a Stop Order.

The Consent Order directed PVI, Inc. to refrain from selling business opportunities in contravention of the state's business opportunity statute and precluded PVI, Inc. from seeking business opportunity registration for thirty six months. In addition, the Consent Order mandated that PVI, Inc. 1) first obtain a written advisory interpretation from the department prior to relying on any exemption or exclusion under the Connecticut Business Opportunity Investment Act; and 2) consult with legal counsel before offering any business opportunity in the state to ensure compliance with regulatory requirements, including the Commissioner's November 20, 1996 Order on business opportunity offers made over the Internet.

H.K. Laurence, Inc. (CRD # 46392) Fined $40,000

On February 22, 1999, the Banking Commissioner entered a Consent Order (Docket No. CO-98-5076-S) with respect to H.K. Laurence, Inc. of 7100 West Camino Real, Suite 400, Camino Real Centre, Boca Raton, Florida. The firm had been the subject of a November 2, 1998 Order to Cease and Desist based on claims of unregistered broker-dealer activity. The Consent Order resolved the issues raised by the Order to Cease and Desist.

The Consent Order directed the firm to 1) pay $15,000 to the agency upon execution of the Consent Order; and 2) remit an additional $25,000 by March 23, 1999. A failure to remit the additional $25,000 would result in the initial $15,000 being forfeited and the Order to Cease and Desist becoming permanent. The Consent Order also required that the firm or its successors in interest 1) pay the costs, not to exceed $1,000, of an examination to be conducted by the Division within 24 months; and 2) ensure that any broker-dealer controlling its operations acknowledge such control in writing.

BMA Financial Services, Inc. (CRD # 7943) Fined

On February 8, 1999, the Banking Commissioner entered a Consent Order (No. CO-99-5296-S) under the Connecticut Uniform Securities Act with respect to BMA Financial Services, an applicant for broker-dealer registration located at BMA Tower, 700 Karnes Boulevard, Kansas City, Missouri. The Consent Order was based on allegations that, at various times between June 1995 and 1998, the firm transacted business as a broker-dealer absent registration under Section 36b-6 of the Act and employed unregistered agents. The Consent Order required that the firm pay $19,750 to the department, $10,000 of which constituted an administrative fine, $7,500 of which would be allocated to the agency's Investor Education Fund; $1,250 of which represented reimbursement for past registration fees; and $1,000 of which constituted reimbursement for Division investigative costs. In addition, the Consent Order directed the firm to 1) implement revised supervisory and compliance procedures to improve monitoring of state broker-dealer and agent licensing requirements; and 2) submit quarterly reports to the Division for two years concerning any securities-related complaints, actions or proceedings involving Connecticut residents.

The firm became registered as a broker-dealer under the Connecticut Uniform Securities Act on February 8, 1999.

Donald C. Bauman (CRD # 2226389) Fined $2,500, Securities Activities Restricted

On January 28, 1999, the Banking Commissioner entered a Consent Order (No. CO-98-5131-S) under the Connecticut Uniform Securities Act with respect to Donald C. Bauman, a registered broker-dealer agent of Ladenberg, Thalman & Co., Inc. The Consent Order alleged that from December, 1995 to May 1996, Bauman transacted business as an agent absent registration under Section 36b-6 of the Act. Bauman had been the subject of a November 2, 1998 Order to Cease and Desist, Notice of Intent to Revoke Registration as Agent and Notice of Right to Hearing based on those allegations.

The Consent Order directed Bauman to cease and desist from regulatory violations and fined him $2,500. The Consent Order also limited Bauman's Connecticut securities business to the purchase, sale and redemption of investment companies shares; governmental securities; exchange-listed options; and securities listed on the New York Stock Exchange, the American Stock Exchange and the National Market System of NASDAQ, with leave to petition the department for relief from this restriction for a particular unsolicited trade and customer. In addition, the Consent Order required that, for two years, Bauman cause his employing broker-dealer to notify the agency on a quarterly basis concerning any securities-related complaints, actions or proceedings relating to Bauman.

Credit Research & Trading LLC (CRD # 28830) Assessed $12,850 for Unregistered Sales Agent Activity

On January 11, 1999, the Banking Commissioner entered a Consent Order (No. 98-5272-CO) with respect to Credit Research & Trading LLC, a registered broker-dealer having its principal office at One Fawcett Place, Greenwich, Connecticut. The Consent Order alleged that the firm had employed unregistered agents. Pursuant to the Consent Order, the firm was directed to pay $12,850 to the agency, $7,500 of which constituted an administrative penalty; $2,500 of which represented reimbursement for investigative costs; $2,500 of which represented a contribution to the department's Investor Education Fund; and $350 of which represented payment of back registration fees. The firm was also required to retain an independent consultant to review its internal supervisory and compliance procedures and prepare a report summarizing the consultant's recommendations and the firm's implementational response.