Securities and Business Investments Division
Securities Bulletin
Vol. XXIII  No. 3	Fall 2009

Features

• A Word from the Banking Commissioner
• Securities Forum 2009 Photos 
• Securities Licensing Fee Increases Effective October 1 
• Quarterly Statistical Summaries 

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

A WORD FROM THE BANKING COMMISSIONER

Securities Forum 2009, held on October 20, 2009 at the New Haven Lawn Club, was a great success, with over 200 people attending.  The theme of this year’s program was Financial Services Reform – What it Means to You.  Dr. Gary B. Gorton of Yale University’s School of Management delivered an intriguing keynote address.  According to Dr. Gorton, the recent financial crisis was not attributable to the subprime mortgage sector but to a failure to address weaknesses in the securitization of repurchase (“repo”) products.  Unless vulnerabilities in the securitized banking system were addressed, other reform efforts would amount to nothing more than shadow boxing.  Moreover, Dr. Gorton soberly added, an inability to deal with the underlying problem could result in future market panics by institutional market players.

The program also featured an overview of significant reform proposals being considered by Congress and others.  Some have called for the creation of a federal banking “super regulator” with expansive authority.  It has been my long-held belief that we should focus on the “3 Rs” – Resources, Responsiveness and (Meaningful) Regulation.  There is no doubt that a monolithic regulator will face challenges in terms of sufficient resources to address economic problems.  In addition, existing resources would necessarily be allocated to the largest banks to the detriment of smaller institutions.  Any reform proposals should consider the resource benefits provided by the states.  No one regulator can go it alone.  In terms of responsiveness, the states are uniquely positioned to provide a “second set of eyes” in spotting institutional red flags and in handling public complaints.  Finally, meaningful regulation requires that federal and state regulators copartner in developing solutions that address the root causes of systemic weakness and implement minimum standards across the board to preserve economic stability.  In addition, the states should be free to impose stricter standards as needed.

On the home front, the 2009 Connecticut legislative session resulted in several bills of interest to securities industry professionals.  Section 10 of Public Act 09-160 (effective October 1, 2009) amended Section 36b-15 of the Connecticut Uniform Securities Act to expand the Commissioner's denial, revocation and suspension authority to cover applicants and registrants who had been sanctioned for non-securities related violations in industries such as insurance and banking.  P.A. 09-174 (effective July 1, 2009) made it unlawful for a securities product seller to use a designation implying that he or she had special expertise in serving senior citizens unless he or she was equipped with credentials from an academic institution or other bona fide organization.  Finally, P.A. 09-3, described more fully in this Bulletin, raised registration fees for securities industry personnel effective October 1, 2009.

As always, we welcome your feedback and suggestions.

Howard F. Pitkin
Banking Commissioner

SECURITIES LICENSING FEE INCREASES EFFECTIVE OCTOBER 1, 2009

Public Act 09-3, An Act Concerning Expenditures and Revenue for the Biennium Ending June 30, 2011, raised various securities licensing fees effective October 1, 2009.

The following chart summarizes the fee increases.

Category	New Fee	Old Fee
Broker-dealer initial registration fee	$315	$250
Investment adviser initial registration fee	$315	$250
Agent of issuer initial registration fee	$100	$50
Broker-dealer agent initial registration fee	$100	$50
Investment adviser agent initial registration fee	$100	$50
SEC registered investment adviser initial notice fee	$250	$250
Broker-dealer renewal registration fee	$190	$150
Investment adviser renewal registration fee	$190	$150
SEC registered investment adviser renewal notice fee	$150	$150
Agent of issuer renewal registration fee	$100	$50
Broker-dealer agent renewal registration fee	$100	$50
Investment adviser agent renewal registration fee	$100	$50
Transfer fee (broker-dealer agents and investment adviser agents)	$100	$50
Mass transfer fee (broker-dealer agents and investment adviser agents)	$50	$50
Branch office registration fee	$100	$100
Branch office acquisition or relocation fee	$100	$100

Cuppy’s Coffee & More, Inc. and Elite Manufacturing, LLC – Notice of Intent to Issue Stop Order Denying Effectiveness to a Business Opportunity Registration Issued; Order to Cease and Desist and Notice of Intent to Fine Issued

On September 8, 2009, the Banking Commissioner issued a Notice of Intent to Issue Stop Order denying effectiveness to the business opportunity registration of Cuppy’s Coffee & More, Inc. (Docket No. SOCF-2009-864-B).  In the same action, the Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing against Cuppy’s Coffee & More, Inc. and its agent and affiliate Elite Manufacturing, LLC.  Cuppy’s Coffee & More, Inc., a Texas corporation, maintains its principal place of business at 348 Miracle Strip Parkway SW, Building C, Suite 10, Fort Walton Beach, Florida.  Elite Manufacturing, LLC, a Florida limited liability company, maintains its principal office at 348 Miracle Strip Parkway, Suite 34, Fort Walton Beach, Florida.

Cuppy’s Coffee & More, Inc. had previously registered its business opportunity under the Connecticut Business Opportunity Investment Act.  However, that registration terminated on April 30, 2007 when the registration was not renewed.   Cuppy’s Coffee & More, Inc. reapplied for Connecticut business opportunity registration on March 5, 2008.

The action alleged that, in its 2008 business opportunity registration application and in a General Affidavit filed with the agency, Cuppy’s Coffee & More, Inc. made materially false or misleading statements concerning prior business opportunity offers and sales in Connecticut.  In addition, the action alleged that Cuppy’s Coffee & More, Inc. and Elite Manufacturing, LLC violated Section 36b-67 of the Connecticut Business Opportunity Investment Act by selling or offering unregistered business opportunities to at least one Connecticut purchaser-investor.

Cuppy’s Coffee & More, Inc. was afforded an opportunity to request a hearing on the Notice of Intent to Issue Stop Order.   Since neither respondent requested a hearing on the Order to Cease and Desist, the Order to Cease and Desist became permanent as to each of them on October 14, 2009.  A hearing on the Notice of Intent to Fine is pending.

Daniel Charles Allegrini (CRD # 2962754) Directed to Cease and Desist from Regulatory Violations; Notice of Intent to Fine Issued

On August 19, 2009, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-2009-7603-S) with respect to Daniel Charles Allegrini, a former broker-dealer agent of Wachovia Securities, LLC (CRD number 19616).  The action alleged that 1) from at least November 2002 to February 2004, the respondent violated Section 36b-6(c) of the Connecticut Uniform Securities Act by transacting business as an investment adviser while unregistered; 2) in 2003, the respondent violated Section 36b-16 of the Act by selling approximately $17,700 in unregistered promissory notes to one or more Connecticut investors; 3) the respondent violated the antifraud provisions in Section 36b-4(a) of the Act by failing to disclose, in connection with the promissory note sales, any risk factors associated with the investment, financial information concerning the respondent or the fact that the respondent had filed for bankruptcy; and 4) in effecting promissory note sales outside the scope of his employment with Wachovia Securities, LLC, the respondent violated Section 36b-31-6(e) of the Regulations under the Act by engaging in private securities transactions absent prior written notice to his employing firm.   Since the respondent did not request a hearing on the Order to Cease and Desist, the Order to Cease and Desist became permanent on September 11, 2009.  A hearing on the Notice of Intent to Fine is pending.

Robert Tarini (CRD # 5336217) – Order to Cease and Desist and Notice of Intent to Fine Issued

On July 16, 2009, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-2008-7565-S) with respect to Robert Tarini of 46 Bell Schoolhouse Road, Richmond, Rhode Island.  According to the action, respondent Tarini testified in response to an investigatory subpoena that 1) he was the president of Markland Technologies, Inc., a Rhode Island holding company that held various intellectual property assets related to electro-optic and biometric sensing technologies; and 2) previously, he and one Chad A. Verdi had jointly owned interests in Bay View Capital, LLC, Dyer Avenue Associates, VFM Realty and Syquest.  The action alleged that, in violation of Section 36b-23 of the Connecticut Uniform Securities Act, respondent Tarini made materially false or misleading oral statements in his subpoenaed testimony with respect to the role played by Chad A. Verdi in soliciting prospective investors for Markland Technologies, Inc. and in negotiating a specific financing transaction between Markland Technologies, Inc. and a Connecticut hedge find.  The respondent was afforded an opportunity to request a hearing on the Order to Cease and Desist.  A hearing on the Notice of Intent to Fine is pending.

TDA Advantage Trust and Thomas F. Desteph – Amended and Restated Order to Cease and Desist and Amended and Restated Notice of Intent to Fine Issued

On July 16, 2009, the Banking Commissioner issued an Amended and Restated Order to Cease and Desist and an Amended and Restated Notice of Intent to Fine (Docket No. CF-2008-7555-S) superseding an April 7, 2009 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing with respect to TDA Advantage Trust and Thomas F. Desteph, both of 1 Dustin Lane, Jaffrey, New Hampshire.  Respondent Desteph is also the owner of the Desteph Agency, an insurance and financial planning firm.  The amended action alleged that in 2002 and 2003, respondent Desteph offered and sold unregistered TDA Advantage Trust notes to a Connecticut investment advisory client who had received a $100,000 inheritance from her mother's estate.  The amended action also alleged that, to persuade the client to invest, respondent Desteph represented that the client would achieve a 6.15% return when, in actuality, the terms of the note promised a significantly lower rate and imposed a monthly service charge for five years.  The amended action also alleged that 1) the investor did not receive any payments on the note in accordance with its terms nor was her money returned to her; 2) in connection with the sale, the respondents failed to disclose investment risk factors, financial information on either respondent or that respondent Desteph would use the client's money to pay for his personal and household expenses; and 3) the respondents’ conduct violated the antifraud provisions of the Connecticut Uniform Securities Act.  The amended action further alleged that Thomas F. Desteph transacted business as an unregistered agent of issuer in violation of Section 36b-6 of the Act, and that TDA Advantage Trust also violated Section 36b-6 by employing respondent Desteph as an unregistered agent.  The respondents were afforded an opportunity to request a hearing on the Amended and Restated Order to Cease and Desist.  A hearing on the Amended and Restated Notice of Intent to Fine is pending.

Resilient Partners, LLC and Carlos M. Garcia, III (CRD # 1961096) – Order to Cease and Desist and Notice of Intent to Fine Issued

On July 1, 2009, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-2009-7333-S) against Resilient Partners, LLC of 318 North Carson Street, Suite 208, Carson City, Nevada, and Carlos M. Garcia, III of 143 Ironwood Road, Guilford, Connecticut.  Resilient Partners, LLC managed Paramount Equity Partners, LLC, an investment fund located in Connecticut and Nevada.  Carlos M. Garcia, in turn, was a member and manager of both Resilient Partners, LLC and Paramount Equity Partners, LLC.   The action alleged that, at various times between August 2002 and October 10, 2005, Resilient Partners, LLC, through respondent Garcia, rendered investment advisory services to Paramount Equity Partners, LLC and others at a time when 1) Resilient Partners, LLC was not registered as an investment adviser under the Connecticut Uniform Securities Act; and 2) Carlos M. Garcia was not registered as an investment adviser agent in Connecticut.  The Order to Cease and Desist and Notice of Intent to Fine was amended on July 23, 2009 to add the suffix “III” to respondent Garcia's name and to include his CRD number.  Since respondent Resilient Partners, LLC did not request a hearing on the Amended and Restated Order to Cease and Desist, the Amended and Restated Order to Cease and Desist became permanent as to it on August 18, 2009.  Likewise, since respondent Garcia did not request a hearing on the Amended and Restated Order to Cease and Desist, the Amended and Restated Order to Cease and Desist became permanent as to him on August 12, 2009.  A hearing on the Notice of Intent to Fine, as amended, is pending.

Silver Oak Securities, Inc. (CRD # 46947) Assessed $5,000 for Transacting Business from Three Unregistered Branch Offices

On June 26, 2009, the Banking Commissioner entered a Consent Order (No. CO-09-7624-S) with respect to Silver Oak Securities, Inc., a Connecticut-registered broker-dealer having its principal office at 3339 North Highland Avenue, Jackson, Tennessee.  The Consent Order alleged that from early 2008 forward, the firm violated Section 36b-6(d) of the Connecticut Uniform Securities Act by transacting business from three unregistered branch offices in the state.  The branch offices were located at 100 Great Meadows Road, Wethersfield, Connecticut; 6 North Main Street, Wallingford, Connecticut; and 146 Hopmeadow Street, Simsbury, Connecticut.   All three branch offices are currently registered.  The Consent Order directed the firm to cease and desist from regulatory violations and to implement revised supervisory and compliance procedures.  In addition, the Consent Order required that the firm remit $5,000 to the department.  Of that amount, $3,000 constituted an administrative fine and $2,000 would be applied to defray the Division’s examination and investigative costs associated with the matter.

Nelson Noren Ehinger, Jr. (CRD # 1488381) Assessed $12,500, Agent Registrations Suspended, Following Allegations of Unauthorized Trading

On August 7, 2009, the Banking Commissioner entered a Consent Order (No. CO-09-7567-S) with respect to Nelson Noren Ehinger, Jr., a registered broker-dealer agent and a registered investment adviser agent of Infinex Investments, Inc. (CRD No. 35371).  The Consent Order alleged that, while associated with Infinex Investments, Inc., Nelson Ehinger, Jr. engaged in dishonest or unethical practices in the securities business by 1) executing unauthorized transactions on behalf of a customer; and 2) creating and submitting to his employing firm a false and misleading document relating to the authorized nature of customer securities transactions.  The Consent Order also alleged that, in connection with an agency investigation, Nelson Ehinger, Jr. violated Section 36b-23 of the Connecticut Uniform Securities Act by making materially false or misleading oral statements.   The Consent Order suspended the broker-dealer agent and investment adviser agent registrations of Nelson Ehinger, Jr. for thirty consecutive days, commencing on August 7, 2009.  In addition, the Consent Order directed Nelson Ehinger, Jr. to cease and desist from regulatory violations and to pay $12,500 to the department.  Of that amount, $10,000 constituted an administrative fine and $2,500 would be applied to defray the Division’s investigative costs.

Multivend, LLC d/b/a Vendstar (CRD # 47442) Agrees to Extend Rescission Offer to Purchaser-Investors, Pay $5,000 Fine Following Allegations of Unregistered Business Opportunity Sales

On July 31, 2009, the Banking Commissioner entered a Consent Order (Docket No. CF-2008-852-B) resolving the allegations in an August 15, 2008 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing against Multivend, LLC d/b/a Vendstar of 880 Grand Boulevard, Deer Park, New York.  The Order to Cease and Desist and Notice of Intent to Fine had alleged that, from at least October 31, 2002 to August 9, 2007, the respondent sold unregistered candy vending distributorship business opportunities to at least eight Connecticut purchasers in violation of the Connecticut Business Opportunity Investment Act.  The Consent Order fined the respondent $5,000 and mandated that it extend a written rescission offer to affected Connecticut purchaser-investors.  The rescission offer totaled approximately $33,897.  The Consent Order also provided that the Order to Cease and Desist would remain in effect for ten years.

Prosper Marketplace, Inc. Assessed $12,602 Following Allegations of Unregistered Loan Note Sales

On July 27, 2009, the Banking Commissioner entered a Consent Order (No. CO-09-7705-S) with respect to Prosper Marketplace, Inc., an issuer of securities located at 111 Sutter Street, 22nd Floor, San Francisco, California.   The company provides an online marketplace for peer to peer lending.   The Consent Order alleged that, between 2006 and October 2008, Prosper Marketplace, Inc. violated Section 36b-16 of the Connecticut Uniform Securities Act by offering and selling unregistered securities in the form of loan notes.  In addition, the Consent Order alleged that, between 2006 and October 2008, Prosper Marketplace, Inc. failed to provide adequate disclosure concerning investment risk factors and other information in contravention of Section 36b-4 of the Act.   Subsequent to the conduct in question, Prosper Marketplace, Inc. restructured its operations and registered its securities with the Securities and Exchange Commission and under Connecticut’s securities laws.

The Consent Order directed Prosper Marketplace, Inc. to cease and desist from regulatory violations and required that it pay $12,602 to the department.  Of that amount, $11,600 constituted an administrative fine and $1,002 would be applied to defray agency investigative costs.

Sands Brothers Asset Management LLC (CRD # 110076) Assessed $42,500 Following Allegations of Inaccurate Regulatory Reporting

On September 9, 2009, the Banking Commissioner entered into a Stipulation and Agreement (Docket No. RCF-2007-7093-S) with Sands Brothers Asset Management LLC, an investment adviser registered with the Securities and Exchange Commission.  The firm currently maintains its principal office at 15 Valley Drive, Greenwich, Connecticut.

The firm had been the subject of a May 18, 2007 Order to Cease and Desist and Notice of Intent to Fine (Docket No. RCF-2007-7093-S) alleging that the firm and others had been signatories to a November 29, 2004 Consent Order Conditioning Registration as an Investment Adviser Agent and Restricting Securities-Related Activities (File No. CO-04-7093) involving Martin Scott Sands (CRD number 1186904).  Martin Sands was and remains an investment adviser agent of Sands Brothers Asset Management LLC.  The 2004 Consent Order had obligated Sands Brothers Asset Management LLC to file periodic reports with the agency concerning disciplinary matters involving Martin Scott Sands.  The 2007 Order to Cease and Desist and Notice of Intent to Fine claimed that Sands Brothers Asset Management LLC violated the 2004 Consent Order as well as Section 36b-23 of the Connecticut Uniform Securities Act by filing incomplete or inaccurate reports with the department.

The September 9, 2009 Stipulation and Agreement resolved the allegations in the 2007 Order to Cease and Desist and Notice of Intent to Fine.

Pursuant to the Stipulation and Agreement, Sands Brothers Asset Management LLC agreed to cease and desist from regulatory violations; retain an independent consultant to review its supervisory and compliance procedures; and provide periodic reports to the department, including reports regarding securities-related complaints, actions and proceedings.  In addition, the firm agreed to remit $42,500 to the agency.  Of that amount, $32,500 constituted an administrative fine and $10,000 would be applied to reimburse the department for its investigative costs.

Maxim Group LLC (CRD # 120708) Assessed $4,700 for Employing an Unregistered Agent

On August 19, 2009, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-09-7720-S) with Maxim Group LLC, a Connecticut-registered broker-dealer.  The firm maintains its principal office at 405 Lexington Avenue, New York, New York.  The Stipulation and Agreement alleged that from November 2005 forward, the firm employed Jared Ross Greenbaum (CRD number 4487799) as an agent at a time when Greenbaum was not registered under the Connecticut Uniform Securities Act.  Jared Greenbaum has since become registered as an agent of the firm in Connecticut.  Pursuant to the Stipulation and Agreement, Maxim Group LLC agreed to comply with all statutory requirements governing the registration of affected personnel as broker-dealer agents; review and revise its supervisory procedures as necessary to ensure regulatory compliance; and pay $4,700 to the department.  Of that amount, $3,500 constituted an administrative fine, $200 represented reimbursement for past due agent registration fees; and $1,000 would be applied to defray Division investigative costs.

Steven Brett Sands (CRD # 730742) - Broker-dealer Agent Registration Conditioned

On July 31, 2009, the Banking Commissioner executed a Stipulated Agreement (No. ST-09-7655-S) conditioning the broker-dealer agent registration of Steven Brett Sands.   Steven Sands had applied for Connecticut registration as a broker-dealer agent of Lane Capital Markets LLC, an unaffiliated firm located in Southport, Connecticut.  The Stipulated Agreement noted that on July 25, 2006, the NASD (n/k/a FINRA) fined Steven Sands $100,000 and suspended him from association with any NASD member in a principal capacity for sixty days based upon allegations that Steven Sands 1) failed to file a Rule 1017 application with the NASD seeking approval for the transfer of customer accounts; 2) allowed an individual to actively engage in activities at Sands Brothers & Company, Ltd. when the individual was not appropriately registered; and 3) wilfully failed to amend his Form U-4 to disclose a material fact in contravention of Article V, Section 2 of the NASD Bylaws (Docket/Case Number E1020041068-01).  The Stipulated Agreement also noted that Steven Sands had been the subject of complaints arising from his prior association with Sands Brothers & Co., Ltd., a broker-dealer firm in which he held a controlling interest and of which he was chairman.

The Stipulated Agreement required that during Steven Sands' association with Lane Capital Markets LLC, 1) Sands would not act as a general securities principal supervising sales activities on behalf of the firm, be involved in the day-to-day compliance or sales supervision of other firm agents, supervise himself or be supervised by Martin Sands (CRD number 1186904); and 2) Steven Sands' securities activities in and from Connecticut would be supervised by the compliance officer of Lane Capital Markets LLC.  The Stipulated Agreement also required Lane Capital Markets LLC to notify the Division promptly for three years concerning reportable disciplinary events involving Sands and to provide copies of related documentation.

Steven Brett Sands became registered as a broker-dealer agent of Lane Capital Markets LLC under the Connecticut Uniform Securities Act on July 31, 2009.

STATISTICAL SUMMARY

Securities Division