Securities and Business Investments Division
Securities Bulletin
Vol. XXIV  No. 1	Spring 2010

Features

• A Word from the Banking Commissioner
• Quarterly Statistical Summaries 

• Administrative Orders and Notices 
• Consent Orders 
• Stipulation and Agreements
• Civil Actions

A WORD FROM THE BANKING COMMISSIONER

The 2010 Regular Session of the Connecticut General Assembly adjourned on May 5, 2010 without the passage of any substantive legislation directly affecting the securities, banking or mortgage industries.  As legislators focused on the overwhelming task of addressing budgetary shortfalls, financial services legislation took on a secondary role.  To be sure, there were two technical bills that were signed into law.  Public Act 10-141, An Act Applying the Provisions of the Connecticut Uniform Securities Act to the Requirement that Broker-dealers Comply with the Currency and Foreign Transactions Reporting Act, updated statutory references to include Section 36b-34.  Public Act 10-32, An Act Concerning the Revisor’s Technical Corrections to the General Statutes, made grammatical changes to Section 36b-79 of the Connecticut Business Opportunity Investment Act governing registration renewals.  For the second year running, the controversial hedge fund bill (H.B. 5053, An Act Concerning Transparency and Disclosure) faded away without action.

Although state legislative activity was subdued, federal efforts to overhaul the system of financial services industry regulation were picking up steam.  The Restoring American Financial Stability Act, whose architect was Connecticut Senator Christopher Dodd, contained provisions affecting a range of industries, including securities, banking and insurance.  Notably, the bill would require hedge fund advisers managing over $100 million to register with the Securities and Exchange Commission, and those managing less than amount to register with the states (currently, the breakpoint is $25 million).  In addition, the bill would impose certain federal reporting requirements on hedge funds.  The data thus obtained would be assessed by systemic risk regulators.

Compromise legislation remains to be worked out at the federal level, and the department will be analyzing whether any associated state regulatory changes will be in order.

Currently, we are in the process of formulating plans for this year’s annual Securities Forum.  The tentative agenda includes an update on enacted federal financial reforms, and we hope to announce a prominent authority on that subject as a speaker.  Discussions are underway to host the event at the New Haven Lawn Club on October 19, 2010 .  We will keep you posted on event planning developments as they unfold.

As always, we welcome your feedback and suggestions.

Howard F. Pitkin
Banking Commissioner

Cuppy’s Coffee & More, Inc. and Elite Manufacturing, LLC Fined for Not Registering Coffee Franchise Under Business Opportunity Law

On March 5, 2010, following a hearing, the Banking Commissioner entered an Order Imposing Fine (Docket No. SOCF-2009-864-B) against Cuppy’s Coffee & More, Inc. of 348 Miracle Strip Parkway SW, Building C, Suite 10, Fort Walton Beach, Florida and Elite Manufacturing, LLC of 548 Mary Esther Cutoff SW, Suite 334, Fort Walton Beach, Florida.  Elite Manufacturing, LLC also maintains an address at 348 Miracle Strip Parkway, Suite 34, Fort Walton Beach, Florida.   The respondents were involved in the sale of coffee franchises.  Cuppy’s Coffee & More, Inc. had been the subject of a November 10, 2009 Stop Order issued by the Commissioner under the Connecticut Business Opportunity Investment Act.  Both Cuppy’s Coffee & More, Inc. and Elite Manufacturing, LLC were also named in a September 8, 2009 Order to Cease and Desist and Notice of Intent to Fine issued by the Commissioner.  The Order to Cease and Desist, being uncontested, had become permanent as to each respondent in October 2009.

The Order to Cease and Desist and Notice of Intent to Fine had alleged that in a business opportunity registration application filed with the department in 2008 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 Order to Cease and Desist and Notice of Intent to Fine had 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.

In fining Cuppy’s Coffee & More, Inc. $45,000 and Elite Manufacturing, LLC $15,000, the Commissioner adopted as findings the violations alleged in the earlier Notice of Intent to Fine.  Neither Cuppy’s Coffee & More, Inc. nor Elite Manufacturing, LLC appeared or contested the imposition of the fine.

Forman Financial Services, LLC and Rogers Forman, III Ordered to Cease and Desist from Regulatory Violations in Connection With Promissory Note Sales; Notice of Intent to Fine Issued

On February 26, 2010, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-2010-7554-S) against Forman Financial Services, LLC of 60 Gillett Street, Suite 204, Hartford, Connecticut, and Rogers Forman, III of 125 Seymour Avenue, West Hartford, Connecticut and 201 Bingham Street, New Britain, Connecticut.  The action alleged that from at least December 21, 2007 through April 8, 2008, Forman Financial Services, LLC, through Rogers Forman, III. sold unregistered promissory note securities in contravention of Section 36b-16 of the Connecticut Uniform Securities Act.  The action also alleged that, in effecting the sales, Rogers Forman, III transacted business as an unregistered agent of issuer in violation of Section 36b-6(a) of the Act, and that Forman Financial Services, LLC employed Rogers Forman, III in that capacity in violation of Section 36b-6(b) of the Act.  The respondents were afforded an opportunity to request a hearing on the Order to Cease and Desist and the Notice of Intent to Fine.

Nicholas Alexander Smirnow Ordered to Cease and Desist from Regulatory Violations in Connection With Pathway-2-Prosperity Investment Program; Notice of Intent to Fine Issued

On February 26, 2010, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-2010-7588-S) against Nicholas Alexander Smirnow a/k/a Nick Smirnow of 2635 Hwy. #117, P.O. Box 66, Baysville, Ontario, Canada POB 1AO and 1013 Fairy Falls Road, Baysville, Ontario, Canada POB 1AO.  Respondent Smirnow purportedly did business under the names P-2-P Network and Pathway-2-Prosperity.  The action alleged that, from at least 2008, the respondent offered and sold unregistered membership interests in the Pathway-2-Prosperity high yield investment program in contravention of Section 36b-16 of the Connecticut Uniform Securities Act.

The Pathway-2-Prosperity  program allegedly offered four separate investment plans:  1) a 7 Day Plan whereby members could earn a net profit/dividend of 1.5% daily for the 7 days, on top of their initial deposit, resulting in a return of 10.5% over and above the initial deposit; 2) a 15 Day Plan whereby members could earn a net profit/dividend of 1.75% daily for the 15 days, on top of their initial deposit, resulting in a return of 26.25% over and above the initial deposit; 3) a 30 Day Plan whereby members could earn a net profit/dividend of 2% daily for the 30 days, on top of their initial deposit, resulting in a return of 60% over and above the initial deposit; and 4) a 60 Day Plan whereby members could earn a net profit/dividend of 2.67% daily for the 60 days, on top of their initial deposit, resulting in a return of 160.2% over and above the initial deposit.  In addition, the Pathway-2-Prosperity program allegedly represented to investors that the program “guarantee[d] every external deposit you make into ‘P-2-P Network’” and that returns were derived from the “piggy-backing” of Pathway-2-Prosperity’s “Personal & Private Portfolio.”

The action also alleged that respondent Smirnow violated the antifraud provisions in Section 36b-4(a) of the Act in that no meaningful explanation was offered to investors concerning how the Pathway-2-Prosperity program achieved the represented returns for each investment plan level; no meaningful explanation was offered to investors concerning the basis for the program’s claim that investor principal was guaranteed against loss; no disclosures were made to program members concerning exactly how member funds would be invested or the composition of Respondent’s personal and private portfolio; and no disclosures were made to program members concerning the identities of those persons managing program funds or any background information on the P-2-P Network.

Respondent Smirnow was afforded an opportunity to request a hearing on the Order to Cease and Desist and the Notice of Intent to Fine.

Carlos E. Conde Fined $85,000 Following Grant of Petition for Reconsideration of Prior Hearing Officer Decision

On February 24, 2010, the Banking Commissioner issued a Modification to Order Imposing Fine (Docket No. CF-2008-7560) with respect to Carlos E. Conde.  Respondent Conde, together with Commonwealth Exploration Corporation of 2002 Summit Boulevard, Suite 1225, Atlanta Georgia, and Derek M. Lofton had been the subject of a June 30, 2009 Order to Cease and Desist and Notice of Intent to Fine.  The Order to Cease and Desist, being, uncontested, had become permanent against Carlos E. Conde on August 7, 2009.  A hearing on the Notice of Intent to Fine was held on August 11, 2009.  Respondent Conde did not appear at the hearing.  On December 3, 2009, the Commissioner adopted the hearing officer’s Findings of Fact and Conclusions of Law resolving certain allegations in the Notice of Intent to Fine.  The Findings of Fact and Conclusions of Law had stated that a fine against respondent Conde was not supported.  On December 18, 2009, counsel for the Division filed with the Commissioner a Petition for Reconsideration which was subsequently granted.

The February 24, 2010 Modification to Order Imposing Fine concluded that respondent Conde had committed three violations of Section 36b-16 of the Connecticut Uniform Securities Act; three violations of Section 36b-4(a) of the Act; and one violation of Section 36b-6(b) of the Act.  The Modification to Order Imposing Fine also concluded that, although the facts did not support the imposition of the maximum fine against respondent Conde, a fine of $85,000 was appropriate.

Derek M. Lofton (CRD ID number 11017768) Fined $100,000; Order to Cease and Desist Made Permanent

On January 22, 2010, the Banking Commissioner entered an Order to Cease and Desist and Order Imposing Fine (Docket No. CF-2008-7560-S) against Derek M. Lofton, currently of 1174 Paramount Drive, McDonough, Georgia.  The action had been preceded by a June 30, 2009 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing alleging that:  1) in 2007, Respondent Lofton, together with co-respondents Commonwealth Exploration Corporation and Carlos E. Conde, sold unregistered interests in Perimeter Summit, LLP, a Kentucky oil and gas concern, in violation of Section 36b-16 of the Connecticut Uniform Securities Act; and 2) the respondents violated the antifraud provisions in Section 36b-4 of the Act by disseminating offering documents that failed to disclose financial information about the performance of prior interests in oil and gas rights in which Commonwealth Exploration Corporation was the manager; investment risk factors; that Respondent Lofton was not registered to sell securities in Connecticut; that the Perimeter Summit, LLP interests were not registered in Connecticut; and that Lofton was subject to a prior Connecticut administrative action (Docket No. CF-2002-5554-S) alleging that he sold unregistered securities in an unregistered capacity.  The June 30, 2009 action had also alleged that, in violation of Section 36b-6 of the Act, Respondent Lofton unlawfully transacted securities business as an unregistered agent of issuer.

Although Respondent Lofton requested a hearing on the June 30, 2009 Order to Cease and Desist and Notice of Intent to Fine, he failed to appear at the hearing that was held on October 1, 2009.  Under Section 36a-1-31(b) of the Regulations of Connecticut State Agencies, a party’s failure to appear at a scheduled hearing may result in the allegations against that party being admitted.  On January 22, 2010, the Commissioner issued Findings of Fact and Conclusions of Law adopting the matters asserted in the June 30, 2009 Order to Cease and Desist and Notice of Intent to Fine.  The Commissioner fined Respondent Lofton $100,000 and concluded that Respondent Lofton had committed three violations of Section 36b-16 of the Act, three violations of Section 36b-4(a) of the Act and three violations of Section 36b-6(a) of the Act.  The Commissioner also rendered the June 30, 2009 Order to Cease and Desist permanent.

Financial Partners LLC (IARD #146697) and Douglas Kirk Landeen (CRD # 5421409) – Notice of Intent to Deny Registration as an Investment Adviser and as an Investment Adviser Agent Issued; Order to Cease and Desist Entered Against Respondent Landeen

On January 21, 2010, the Banking Commissioner issued a Notice of Intent to Deny Registration as an Investment Adviser and as an Investment Adviser Agent, Order to Cease and Desist and Notice of Right to Hearing in the matter of Financial Partners LLC and Douglas Kirk Landeen (Docket No. NDCD-2010-7769-S).  Financial Partners LLC is a Connecticut limited liability company with its principal office at 123 Hopmeadow Road, Bristol, Connecticut.  Respondent Landeen is the sole direct owner and managing member of Financial Partners LLC.  The action alleged that a basis existed to deny Respondent Financial Partners LLC’s investment adviser registration under the Connecticut Uniform Securities Act due to the firm’s failure to fulfill the experience requirements in Section 36b-31-7b of the Regulations under the Act.  The action also alleged that, on two separate occasions, Respondent Landeen had filed with the Commissioner a Form U-4 (Uniform Application for Securities Industry Registration or Transfer) that failed to disclose that, on July 27, 1998, Respondent Landeen had been sentenced to 27 months in prison after pleading guilty to violations of 18 U.S.C. 1341 (Mail Fraud) and 26 U.S.C. 7206(1) (Wilful Subscription to False Tax Return), both felonies (U.S. v. Landeen, D. Conn. Case No. 3:98-CR 63 JBA).  Respondent Landeen’s failure to disclose his prior criminal history allegedly violated Section 36b-23 of the Act and Section 36b-31-14e of the Regulations, thus constituting a basis for the denial of Respondent Landeen’s investment adviser agent registration and the entry of a cease and desist order against him.

The respondents were afforded an opportunity to request a hearing on the matters alleged in the Notice of Intent to Deny Registration as an Investment Adviser and as an Investment Adviser Agent and the Order to Cease and Desist.

Daniel Charles Allegrini (CRD # 2962754) Fined $200,000 in Connection With Unregistered Promissory Note Sales, Unregistered Investment Advisory Activity

On January 15, 2010, the Banking Commissioner entered an Order Imposing Fine (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 Order Imposing Fine had been preceded by an August 19, 2009 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing alleging 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 had not requested a hearing on the Order to Cease and Desist, the Order to Cease and Desist had become permanent on September 11, 2009.

Although the respondent received the Notice of Intent to Fine, he did not request a hearing on the allegations contained therein, and he did not appear at the fine hearing that was held on September 24, 2009.  Section 36a-1-31(b) of the Regulations of Connecticut State Agencies provides that where a party fails to appear at a scheduled hearing, the allegations against that party may be deemed admitted.

In fining the respondent $200,000, the Commissioner found that the respondent had violated Sections 36b-6(c), 36b-16 and 36b-4(a) of the Act as well as Section 36b-31-6(e) of the Regulations.

Woodstock Financial Group, Inc. (CRD # 38095) Assessed $20,000 For Inadequate Fee Disclosure

On March 26, 2010, the Banking Commissioner entered a Consent Order (No. CO-2009-7751-S) with respect to Woodstock Financial Group, Inc., a Connecticut-registered broker-dealer located at 117 Towne Lake Parkway, Suite 200, Woodstock, Georgia.  The Consent Order alleged that the firm had charged certain Connecticut customers inflated transaction fees, categorized as “Misc.” and as a “Ticket Charge.”  Although a portion of the fees included legitimate ticket charges and postage expenses, the remainder – not disclosed to firm customers - was applied to profit the firm and the affected securities agents.  The Consent Order directed the firm to reimburse Connecticut customers the difference between the “Misc.” or “Ticket Charge” fees incurred by the customers since January 1, 2008, and the actual amount of the firm’s ticket charges and postage fees.  In addition, the Consent Order directed the firm to amend its customer fee disclosures.  The Consent Order also fined the firm $15,000 and required that the firm reimburse the agency an additional $5,000 to cover investigative costs.

Raymond James Financial Services, Inc. (CRD # 6694) Assessed $15,000 For Supervisory Lapses Related to Mutual Fund Exchange Procedures

On March 16, 2010, the Banking Commissioner entered a Consent Order (No. CO-2009-7757-S) with respect to Raymond James Financial Services, Inc., a Connecticut-registered broker-dealer having its principal office at 880 Carillon Parkway, St. Petersburg, Florida.  The Consent Order alleged that, in violation of Section 36b-31-6(b) of the Regulations under the Connecticut Uniform Securities Act the firm 1) failed to follow its mutual fund exchange procedures relating to the completion and submission of mutual fund switch letters; and 2) failed to reasonably supervise the activities of an employee who provided inaccurate written statements to the Division concerning mutual fund trades in a Connecticut client’s accounts, which trades were outside their contingent deferred sales charge period.  The Consent Order directed the firm to cease and desist from regulatory violations and to pay $15,000 to the department.  Of that amount, $10,000 constituted an administrative fine and $5,000 would be applied to defray agency investigative costs.

Robert Tarini (CRD # 5336217) Barred from Conducting Connecticut Securities Business For Ten Years; Fined $25,000

On January 19, 2010, the Banking Commissioner entered a Consent Order resolving allegations in a July 16, 2009 Order to Cease and Desist and Notice of Intent to Fine (Docket No. CF-2008-7565-S) against Robert Tarini of 46 Bell Schoolhouse Road, Richmond, Rhode Island.  The July 16, 2009 action had alleged that 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 had also 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 fund.

Without admitting or denying the allegations, respondent Tarini consented to the imposition of a ten year bar precluding him from transacting business in Connecticut as a broker-dealer, agent, investment adviser or investment adviser agent during that period.  The January 19, 2010 Consent Order also directed respondent Tarini to cease and desist from regulatory violations and to pay a $25,000 fine to the department.

McMahan Securities Co. L.P. (CRD #22123) Assessed $20,130 for Unregistered Agent Activity

On January 5, 2010, the Banking Commissioner entered a Consent Order (No. CO-09-7623-S) with respect to McMahan Securities Co. L.P., a Connecticut-registered broker-dealer located at 500 West Putnam Avenue, Greenwich, Connecticut.  The Consent Order alleged that 1) for an extended period of time, the firm violated Section 36b-6(b) of the Connecticut Uniform Securities Act by employing numerous unregistered agents; and 2) the firm violated Section 36b-31-6f(b) of the Regulations under the Act in that it failed to implement supervisory procedures designed to uncover such unregistered activity.  The Consent Order directed the firm to cease and desist from regulatory violations and to update its supervisory systems to ensure that all persons requiring agent registration were properly registered.  In addition, the Consent Order required that McMahan Securities Co. L.P. pay $20,130 to the agency.  Of that amount, $13,000 constituted an administrative fine and $7,130 represented reimbursement for past due agent registration fees.

Mercer Capital Ltd. (CRD #104012) Assessed $5,000 for Employing Unregistered Agents, Selling Unregistered Securities

On January 5, 2010, the Banking Commissioner entered a Consent Order (No. CO-09-7742-S) with respect to Mercer Capital Ltd., a Connecticut-registered broker-dealer located at 40 Wall Street, 31st Floor, New York, New York.  The Consent Order alleged that 1) from April 24, 2007 to August 20, 2008, the firm violated Section 36b-6(b) of the Connecticut Uniform Securities Act by employing one or more unregistered agents; 2) between June 4, 2007 and January 22, 2008, the firm violated Section 36b-16 of the Act by offering and selling unregistered securities in Connecticut; and 3) in contravention of Section 36b-31-6f(b) of the Regulations under the Act, the firm failed to establish and implement a system for supervising the activities of its agents that was reasonably designed to achieve regulatory compliance.  The Consent Order directed the firm to cease and desist from regulatory violations.  In addition, the Consent Order required that Mercer Capital Ltd. pay $5,000 to the agency.  Of that amount, $3,500 constituted an administrative fine and $1,500 would be applied to defray the department’s investigative and examination costs associated with the matter.

Alexander Capital, L.P. (CRD # 40077) Assessed $1,500 for Unregistered Broker-dealer Activity

On March 10, 2010, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-10-7770-S) with respect to Alexander Capital, L.P., a broker-dealer located at 445 Broadhollow Road, Suite 42, Melville, New York.  The Stipulation and Agreement alleged that, due to a failure to effect a renewal of its Connecticut broker-dealer registration within the processing time frame built into the Central Registration Depository System, the firm transacted business as a broker-dealer in 2009 while unregistered in contravention of Section 36b-6(a) of the Connecticut Uniform Securities Act.  The firm is currently registered as a broker-dealer in Connecticut.  Pursuant to the Stipulation and Agreement, Alexander Capital, L.P. agreed to 1) refrain from regulatory violations; 2) implement revised supervisory and compliance procedures; 3) provide the department with proof that it had refunded to its Connecticut customers the net commission amount retained by the firm and earned during the period of the firm’s alleged unregistered activity; and 4) pay $1,500 to the agency.  Of that amount, $1,000 constituted an administrative fine and $500 would be applied to defray the Division’s investigative costs.

Chad A. Verdi Agrees to Entry of Permanent Injunction Following Claims of Unregistered Agent Activity

On January 4, 2010, the Superior Court for the Judicial District of Hartford entered a Judgment in Accordance With Stipulation in the matter of Pitkin v. Chad A. Verdi (Docket No. HHD-CV-09-5032632-S).

The Motion for Judgment in Accordance With Stipulation filed by the Banking Commissioner had claimed that Chad A. Verdi 1) violated Section 36b-6(a) of the Connecticut Uniform Securities Act by transacting business as an unregistered agent of Markland Technologies, Inc.; and 2) violated Section 36b-23 of the Act by making statements during an investigatory deposition that were materially false or misleading.

Without admitting or denying the Commissioner’s allegations, Chad A. Verdi stipulated and agreed to the entry of 1) a permanent injunction enjoining him from violating the Connecticut Uniform Securities Act and its regulations; and 2) a ten year bar from acting as a broker-dealer, agent, investment adviser or investment adviser agent in Connecticut.  In addition, Verdi agreed to pay a $40,000 fine to the department.

STATISTICAL SUMMARY

Securities Division