Securities and Business Investments Division
Securities Bulletin

Vol XXXII  No. 2 - Summer 2018

Features

• Quarterly Statistical Summaries

Enforcement and Other Highlights

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

ADMINISTRATIVE ACTIONS

Leland Energy, Inc., Leland Tennessee Holdings, Inc., Opportunity Drilling & Acquisition Fund, LLP and Stephen M. Thompson - Order to Cease and Desist and Notice of Intent to Fine Issued 

On June 7, 2018, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-18-8308-S) against Leland Energy, Inc. of 8950 West Olympic Boulevard, #415, Beverly Hills, California 90211; Opportunity Drilling & Acquisition Fund, LLP of 2360 Corporate Circle, Suite 400, Henderson, Nevada 89074-7722; and Leland Tennessee Holdings, Inc., managing partner of Opportunity Drilling & Acquisition Fund, LLP.  Also named in the action was Stephen M. Thompson, president of Leland Energy, Inc. and Leland Tennessee Holdings, Inc. and a control person of Opportunity Drilling & Acquisition Fund, LLP.  The respondents were involved in investing in the oil and gas industry.

The action alleged that the respondents violated Section 36b-16 of the Connecticut Uniform Securities Act by selling unregistered interests in Opportunity Drilling & Acquisition Fund, LLP to a Connecticut resident.  The action also alleged that the respondents violated the antifraud provisions in Section 36b-4(a) of the Act by representing to the Connecticut investor that he would not incur any losses on his investment and by failing to disclose several prior regulatory actions taken against Thompson and/or Leland Energy, Inc. by the Federal Trade Commission and the states of Wisconsin, Pennsylvania, California and Rhode Island.

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

Wilbanks Securities, Inc. (CRD No. 40673) - Notice of Intent to Revoke and Cancel Registration as a Broker-dealer Issued 

On June 7, 2018, the Banking Commissioner issued a Notice of Intent to Revoke and Cancel the broker-dealer registration of Wilbanks Securities, Inc. under the Connecticut Uniform Securities Act.  The firm is located at 4334 Northwest Expressway, Suite 222, Oklahoma City, Oklahoma 73116.  The action was based on the firm's apparent cessation of business as a broker-dealer as well as an October 6, 2017 Financial Industry Regulatory Authority action cancelling the firm's FINRA membership.

Wilbanks Securities, Inc. was afforded an opportunity to request a hearing on the Notice of Intent to Revoke and Cancel Registration as a Broker-dealer. 

John A. Pinheiro - Order to Cease and Desist and Notice of Intent to Fine Issued 

On June 5, 2018, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-18-8250a-S) against John A. Pinheiro of Bridgeport, Connecticut.  Pinheiro, an attorney, was formerly an appointed receiver and CEO for Latteno Food Corp.  The action alleged that Pinheiro violated Section 36b-23 of the Connecticut Uniform Securities Act by providing false testimony under oath with respect to his role in the issuance of press releases by Latteno Food Corp.  Respondent Pinheiro was afforded an opportunity to request a hearing on the allegations in the Order to Cease and Desist and Notice of Intent to Fine. 

Endeavor Management Solutions, LLC and James Ward Doyle - Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine Issued 

On May 21, 2018, 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-18-8403-S) against Endeavor Management Solutions, LLC, an executive search and management consulting company located at 45 Rockefeller Plaza, 630 Fifth Avenue, 20th Floor, New York, New York 10111.  Also named in the action was James Ward Doyle, Senior Managing Director of the company.  The action alleged that in 2017, a Connecticut investor invested $30,000 with Endeavor Management Solutions, LLC pursuant to a Letter of Agreement that guaranteed a ten percent rate of return.  The Letter Agreement allegedly constituted a “security” that was not registered under the Connecticut Uniform Securities Act.  The action also alleged that respondents violated the antifraud provisions in Section 36b-4(a) of the Act by failing to disclose to the investor the basis for their ability to pay a guaranteed return of ten percent; what Endeavor Management Solutions, LLC did to generate the return; the fact that the security was not registered under Connecticut’s securities law; and the fact that, prior to the investment, the State of Maine had entered an Cease and Desist Order, Imposition of Civil Fines and Order of Restitution against respondents based on a similar factual scenario.

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

Thomas Michael Bakitas and DRBS Algorithm, LLC - Order to Cease and Desist and Notice of Intent to Fine Issued 

On May 17, 2018, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-18-8359-S) against Thomas Michael Bakitas, now or formerly of 2964 State Street, Hamden, Connecticut 06517 and 1107 Del Mar Avenue, Chula Vista, California 91911.  Also named in the action was DRBS Algorithm, LLC, a now defunct Connecticut limited liability company controlled by Bakitas.  The action alleged that Bakitas, a self-described “Professional trader, M.D. Physician, Mathematician & algorithm trading system inventor” who was “Merrill lynch [sic] trained”, used social media to promote his “Nasorean Algorithm Protected Trading System” and shared securities recommendations with subscribers.  Those signing up for Bakitas' Standard plan were charged $1,188 per year, and those signing up for the more advanced Premium plan were charged $3,500 annually.  Premium membership allegedly featured individual text alerts, telephone calls from Bakitas and WhatsApp file assistance.  The action alleged that the respondents transacted investment advisory business absent registration under the Connecticut Uniform Securities Act.

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

Barton W. Stuck, Signal Lake Management, LLC, Signal Lake Side Fund, L.P., Signal Lake Side Fund II, L.P., Signal Lake Side Fund IIA, L.P. and Signal Lake General Partner LLC (CRD No. 285438) – Order to Cease and Desist Made Permanent; $700,000 in Fines Imposed 

On May 2, 2018, following an administrative hearing, the Banking Commissioner entered Findings of Fact, Conclusions of Law and an Order (Docket No. CF-17-8254-S) against Signal Lake Side Fund, L.P, Signal Lake Side Fund II, L.P. and Signal Lake Side Fund IIA, L.P., all of 606 Post Road East, Westport, Connecticut 06880; Signal Lake Management, LLC, investment manager of the funds; Signal Lake General Partner LLC, the general partner of an affiliated nonrespondent; and Barton W. Stuck, a managing member of the funds' investment manager as well as a control person of the funds.

The respondents had been the subject of a June 27, 2017 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing alleging that 1) at various times between 2007 and 2014, Stuck and the fund respondents violated Section 36b-16 of the Connecticut Uniform Securities Act by offering and/or selling unregistered fund securities to investors; 2) from approximately 2008 to 2014, in providing investment advice to the funds on a compensated basis, Signal Lake Management, LLC transacted business as an unregistered investment adviser in violation Section 36b-6(c)(1) of the Act and engaged Stuck as an unregistered investment adviser agent in violation of Section 36b-6(c)(3) of the Act; 3) respondent Stuck violated Section 36b-6(c)(2) of the Act by transacting business as an unregistered investment adviser agent; 4) Stuck and Signal Lake Management, LLC violated the antifraud provisions in Section 36b-4(a) of the Act by falsely representing to an investor in Signal Lake Side Fund II, L.P. that millions of dollars in additional investor capital had been provided to finance the partnership's operations when no such monies had, in fact, been received; and 5) Stuck and Signal Lake General Partner LLC violated Section 36b-23 of the Act by making a misleading Form ADV filing with the agency.

The hearing decision concluded that respondent Stuck violated the antifraud provisions in Sections 36b-4(a)(2) and 36b-4(a)(3) of the Act in connection with sales of Signal Lake Side Fund II, L.P. securities by falsely representing that the fund was a successful partnership with capital commitments exceeding $150 million.  The hearing decision also found that Stuck, on behalf of Signal Lake General Partner LLC, violated Section 36b-23 of the Act by making false or misleading statements on that entity’s Form ADV filing.  Among those misstatements was a representation that an affiliated entity had $145 million in assets under management and that the affiliate’s records were maintained and audited by O’Connor Davies.  The decision also found that Signal Lake Management, LLC violated Section 36b-6(c)(1) of the Act by transacting business as an unregistered investment adviser and that Stuck violated Section 36b-6(c)(3) of the Act by transacting business as an unregistered investment adviser agent of Signal Lake Management, LLC.  The hearing decision concluded that, while securities of Signal Lake Side Fund L.P and Signal Lake Side Fund II, L.P. were sold in violation of Section 36b-16 of the Act, the record did not support a similar conclusion for securities of Signal Lake Side Fund IIA, L.P.

The accompanying Order rendered the June 27, 2017 Order to Cease and Desist permanent as to each respondent effective May 3, 2018.  In addition, the Order fined respondent Stuck $500,000, fined Signal Lake Management, LLC $100,000 and directed Signal Lake General Partner LLC to pay a $100,000 fine.

AFT Logistics, LLC, Brandi Freeman and Javeir Johnson - Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine Issued 

On May 2, 2018, 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-18-8331-S) against AFT Logistics, LLC n/k/a Equity One Contractors LLC of 1681 Highway 73, Iron Station, North Carolina 28080-9776.  Also named in the action were the company's managing members, Brandi Freeman and Javeir Johnson a/k/a Jay Johnson, both of 1423 Quinnipiac Avenue, Unit 703, New Haven, Connecticut 06513.

The action alleged that in April 2016, the respondents offered two Connecticut investors an opportunity to invest in a trucking venture run by respondents and to achieve an income stream averaging $1,400 to $2,000 weekly.  The investors invested $10,000 in the venture.  The action alleged that, contrary to representations made by the respondents, at least a portion of the investors' funds was used to pay for respondents' personal expenses, and that respondents failed to honor the investors' request for a return of their investment.  The Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine alleged that the respondents sold unregistered securities in violation of Section 36b-16 of the Connecticut Uniform Securities Act and violated the antifraud provisions in Section 36b-4(a) of the Act.

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.

Allied Energy, Inc. and SE Ohio Shale & Oriskany Development - Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine Issued 

On April 25, 2018, the Banking Commissioner issued an Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine (Docket No. CRF-18-8238-S) against Allied Energy, Inc. f/k/a Allied Syndications, Inc. of 2427 Russellville Road, Bowling Green, Kentucky 42101.  The corporation was involved in exploratory oil and gas investments.  Also named in the order was SE Ohio Shale & Oriskany Development, a self-described general partnership located at 2800 Griffin Drive, Bowling Green, Kentucky 42103.  The action alleged that the respondents violated Section 36b-16 of the Connecticut Uniform Securities Act by offering and selling unregistered nonexempt securities to Connecticut residents.  The action also alleged that respondent SE Ohio Shale & Oriskany Development violated Section 36b-6(b) by employing one Andrew A. Flowers (CRD number 5191114) as an unregistered agent of issuer, and that respondent Allied Energy, Inc. materially aided in that violation.  Each of the respondents was afforded an opportunity to request a hearing on the allegations.

Voya Financial Advisors, Inc. (CRD No. 2882) Ordered to Cease and Desist from Regulatory Violations; Notice of Intent to Fine and Order to Make Restitution Issued

On April 23, 2018, 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-18-8430-S) against Voya Financial Advisors, Inc. f/k/a ING Financial Partners, Inc.  The firm is registered as a broker-dealer under the Connecticut Uniform Securities Act and maintains its principal office at 699 Walnut Street, Suite 1000, Des Moines, Iowa 50309.

The action was an outgrowth of an investigation into the firm's failure to exercise supervisory controls over various agents overseen remotely from the firm's Grafton, Massachusetts office.  Among the agents was Connecticut agent Dale Joseph Quesnel, Sr. (CRD No. 2231152) who allegedly engaged in improper selling away, and sold $1.9 million of securities issued by Overtime Marketing, LLC, Overtime Sports Southeast, LLC and Overtime Sports Southwest, LLC (the "Overtime Entities") as well as $250,000 of securities issued by Floridel, LLC.  The action seeks restitution for those who invested in the Overtime Entities and in Floridel, LLC while Quesnel was associated with Voya Financial Advisors, Inc.  The action also cited alleged misconduct by Texas agent Daniel Tapia (CRD No. 2219749) who, despite Voya Financial Advisors, Inc.'s objection, paid Quesnel $35,000 for securities research for Tapia's business, Rembrandt Financial Group, LLC.  The action also alleged that Voya Financial Advisors, Inc. failed to supervise the activities of Florida agent Stephen Mark Ruff (CRD No. 1527170) who, contrary to the firm's request, failed to completely sever his ties with Floridel, LLC.  In addition, the action alleged that Voya Financial Advisors, Inc. was remiss in supervising Connecticut agent Eric Olojugba (CRD number 2925206) who failed to amend his Form U4 to reflect his outside business activity.

Voya Financial Advisors, Inc. was afforded an opportunity to request a hearing on the Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine. 

CONSENT ORDERS

Troy Rejda

On May 17, 2018, the Banking Commissioner entered a Consent Order (Docket No. CO-17-8212-S) with respect to Troy Rejda of Ozark, Missouri.  Rejda had been named as a respondent in a December 1, 2017 Order to Cease and Desist, Order to Make Restitution and Notice of Intent to Fine involving CE Capital Limited, Arthur Connolly and Trevor M. Allen, Sr.  Among other things, that action alleged that the respondents offered and sold unregistered securities in the form of participation agreements and failed to disclose to investors how a $50,000 investment could yield a promised return of $450,000 in 31 days or less.

On January 3, 2018, the Order to Cease and Desist and Order to Make Restitution had become permanent by default against respondents CE Capital Limited and Arthur Connolly.   A $100,000 fine was imposed against CE Capital Limited and Arthur Connolly by default on January 31, 2018.  The matter involving Trevor M. Allen, Sr. is pending.

The Consent Order relating to Rejda alleged that Rejda 1) violated Section 36b-16 of the Connecticut Uniform Securities By offering and selling unregistered securities to at least one Connecticut investor; 2) violated the antifraud provisions in Section 36b-4(a) of the Act; and 3) violated Section 36b-6(a) of the Act by transacting business as an unregistered agent of issuer.

In executing the Consent Order, Rejda represented that he had repaid the affected investor $19,000.  That amount represented what Rejda had been paid for participating in the conduct which was the subject of the administrative proceeding.

The Consent Order fined Rejda $5,000 and directed him to cease and desist from regulatory violations.

Moreau Investment Management Company (IARD No. 108574)

On May 2, 2018, the Banking Commissioner entered a Consent Order (No. CO-18-8349-S) with respect to Moreau Investment Management Company, a Connecticut registered investment adviser located at 436 North Lake Street, Litchfield, Connecticut 06759.  The Consent Order followed an examination and investigation of the firm which uncovered evidence that, from September 11, 2015 to February 2, 2016, 1) the firm's allocation of profits from block trading accounts resulted in the accounts of Roger Robert Moreau (CRD No. 1701859), president of the firm, receiving a profit of approximately $7,000; and 2) during that time frame, the firm failed to establish, enforce and maintain an adequate written trade allocation policy regarding block trading accounts.  Such conduct allegedly violated the supervision requirements in Section 36b-31-6f(b) of the Regulations under the Connecticut Uniform Securities Act.

The Consent Order fined the firm $10,000 and directed it to cease and desist from regulatory violations.

Empire Wine & Liquor Superstore CT, LLC, Empire Wine & Liquor Superstore, LLC, Brandon Belmonte, Judith A. Belmonte and Marc B. Ravage

On April 17, 2018, the Banking Commissioner entered a Consent Order (No. CO-18-891-B) with respect to Empire Wine & Liquor Superstore CT, LLC ("Empire CT") of 47 Trotters Way, Torrington, Connecticut 06790 and Empire Wine & Liquor Superstore, LLC ("Empire NY") of 804 Pelham Parkway, Pelham Manor, New York 10803.  Also named in the Consent Order were Brandon Belmonte and Marc B. Ravage, members and control persons of both Empire CT and Empire NY, and Judith A. Belmonte, a member, agent and/or employee of both entities.  The Consent Order alleged that, in September 2015, the respondents violated Sections 36b-62(a) and 36b-67(1) of the Connecticut Business Opportunity Investment Act by selling unregistered liquor store business opportunities to at least one Connecticut purchaser-investor. The Consent Order also alleged that the respondents violated Section 36b-67(2) of the Act by failing to provide purchaser-investors with documented data supporting respondents' claims of income or earnings potential. 

The affected Connecticut purchaser-investors had previously sought civil redress against the respondents, obtaining a $375,000 judgment which would be payable in accordance with an Agreement by Consent (Superior Court Docket No. FBT-CV16-5031575-S).

The Consent Order entered by the Commissioner fined the respondents $5,000, jointly and severally, and directed them to cease and desist from regulatory violations.

STIPULATION AND AGREEMENTS

Waterfund LLC, Waterfund Energy Terminals I LLC and Waterfund Energy Terminals II LLC

On June 19, 2018, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-18-8291-S) with Waterfund LLC, Waterfund Energy Terminals I LLC and Waterfund Energy Terminals II LLC, now or formerly of 18 Great Island, Darien, Connecticut.  The Stipulation and Agreement alleged that the entities were delinquent in making the notice filings required by Section 36b-21(e) of the Connecticut Uniform Securities Act in conjunction with various private placements.  The delinquencies have since been cured.  In resolution of the matter, Waterfund LLC, Waterfund Energy Terminals I LLC and Waterfund Energy Terminals II LLC agreed to jointly and severally pay a $1,500 fine and to refrain from regulatory violations.

Blaine Capital, LLC (IARD No. 282864)

On May 15, 2018, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-18-8396-S) with Blaine Capital, LLC, an investment adviser located at Six Landmark Square, Fourth Floor, Stamford, Connecticut 06901.   The Stipulation and Agreement alleged that, prior to its registration as an investment adviser under the Connecticut Uniform Securities Act, the firm performed advisory services and collected advisory fees from clients in violation of Section 36b-6(c) of the Act.  The Stipulation and Agreement also alleged that, during a period when the firm was registered as an investment adviser with the Securities and Exchange Commission, the firm failed to file the notice required by Section 36b-6(e) of the Act.  The Stipulation and Agreement acknowledged that the firm had refunded $7,750.48 in advisory fees to those clients to whom it had rendered advisory services while unregistered.  Pursuant to the Stipulation and Agreement, the firm agreed to pay a $5,000 fine and to refrain from regulatory violations.

Hunjo LLC (IARD No. 290595)

On April 27, 2018, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-18-8438-S) with Hunjo LLC, an investment adviser located at 93 Bayberry Lane, Westport, Connecticut.  Since relocating to Connecticut from New York in January 2017, the firm had continued to service the advisory accounts of four high net worth individuals and one affiliated hedge fund while unregistered in Connecticut as an investment adviser and without registering an investment adviser agent.  The firm self-reported the issue and has since become registered as an investment adviser under the Connecticut Uniform Securities Act.  Pursuant to the Stipulation and Agreement, the firm agreed to refrain from regulatory violations and to pay a $2,500 fine to the department.

R & R Wealth Strategies, LLC (IARD No. 151405)

On April 20, 2018, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-18-8404-S) with R & R Wealth Strategies, LLC, a Connecticut-registered investment adviser located at 90 Grove Street, Ridgefield, Connecticut 06877.  The Stipulation and Agreement alleged that in 2014, the firm engaged an unregistered investment adviser agent in violation of Section 36b-6(c)(3) of the Connecticut Uniform Securities Act.  In resolution of the matter, the firm agreed to refrain from violative conduct and to pay $2,900 to the department.  Of that amount, $2,500 constituted an administrative fine and $400 represented reimbursement for past due registration fees.

CONDITIONAL REGISTRATIONS

Quantum Financial, LLC (IARD No. 295542) – Investment Adviser Registration Conditioned

On June 22, 2018, the Banking Commissioner executed a Stipulated Agreement (No. ST-18-8451-S) conditioning the registration of Quantum Financial, LLC as an investment adviser in Connecticut.  The firm, whose managing member is John Pritchard, is located at 295 Indian River Road, Orange, Connecticut  06477.  Connecticut law requires that the principals of an investment advisory firm fulfill certain experience requirements, and the firm did not satisfy the experience criteria.  The Stipulated Agreement required that, for three years, the firm 1) refrain from having custody or control of client funds or securities; 2) refrain from exercising discretionary trading authority over client accounts or charging performance fees; 3) limit its advisory activity to listed securities, investment company securities, commercial paper, certificates of deposit, corporate debt securities, municipal securities, U.S. government securities and insurance products subject to regulation by the Connecticut Insurance Commissioner; and 4) notify the Division quarterly of any securities-related complaints, actions, arbitrations or proceedings involving the firm or John Pritchard.

Quantum Financial, LLC became registered as an investment adviser under the Connecticut Uniform Securities Act on June 22, 2018.

STATISTICAL SUMMARY

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