WINDSOR STREET CAPITAL, LP - FINRA · WINDSOR STREET CAPITAL, LP CRD# 34171 SEC# 8-46219 Main Office Location 45 BROADWAY 2ND FLOOR NEW YORK, NY 10006 Mailing Address 45 BROADWAY

BrokerCheck Report

WINDSOR STREET CAPITAL, LP

Section Title

Report Summary

Registration and Withdrawal

Firm History

CRD# 34171

1

2

6

Firm Profile 3 - 5

Page(s)

Firm Operations 7 - 11

Disclosure Events 12

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CRD# 34171

SEC# 8-46219

Main Office Location

45 BROADWAY2ND FLOORNEW YORK, NY 10006

Mailing Address


Business Telephone Number

212-742-4200

Report Summary for this Firm

This report summary provides an overview of the brokerage firm. Additional information for this firm can be foundin the detailed report.

Disclosure Events

Brokerage firms are required to disclose certaincriminal matters, regulatory actions, civil judicialproceedings and financial matters in which the firm orone of its control affiliates has been involved.

Are there events disclosed about this firm? Yes

The following types of disclosures have beenreported:

Type Count

Regulatory Event 36

Arbitration 14

Firm Profile

This firm is classified as a partnership.

This firm was formed in New York on 04/01/1993.

Its fiscal year ends in December.

Firm History

Information relating to the brokerage firm's historysuch as other business names and successions(e.g., mergers, acquisitions) can be found in thedetailed report.

Firm Operations

This brokerage firm is no longer registered withFINRA or a national securities exchange.

www.finra.org/brokercheck User Guidance

1©2019 FINRA. All rights reserved. Report about WINDSOR STREET CAPITAL, LP


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This section provides information relating to the date the brokerage firm ceased doing business and the firm's financialobligations to customers or other brokerage firms.

Registration Withdrawal Information

06/29/2018

Yes

5

$163,925.00

$0.00

THE FIRMS' GENERAL COUNSEL ALONG WITH THE TRUSTEE AREDEVELOPING AN ACTION PLAN IN ORDER TO SETTLE ALL OPEN CLAIMS.

$0.00

$0.00

This firm terminated orwithdrew registration on:

Does this brokerage firm oweany money or securities toany customer or brokeragefirm?

Number of customers owedfunds or securities:

Amount of money owed tocustomer:

Amount of money owed tobrokerage firm:

Market value of securitiesowed to customer:

Market value of securitiesowed to brokerage firm:

Payment arrangement:






This firm is classified as a partnership.

This firm was formed in New York on 04/01/1993.

CRD#

This section provides the brokerage firm's full legal name, "Doing Business As" name, business and mailingaddresses, telephone number, and any alternate name by which the firm conducts business and where such name isused.

Firm Profile

Firm Names and Locations

Its fiscal year ends in December.


SEC#

34171

8-46219

Main Office Location

Mailing Address

Business Telephone Number

Doing business as WINDSOR STREET CAPITAL, LP

212-742-4200








This section provides information relating to all direct owners and executive officers of the brokerage firm.

Direct Owners and Executive Officers

Firm Profile

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

MEYERS SECURITIES CORP.

GENERAL PARTNER

75% or more

No

Domestic Entity

03/1993

No

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):






This section provides information relating to any indirect owners of the brokerage firm.

Indirect Owners

Firm Profile

WHITE OAK IRREVOCABLE TRUST

SHAREHOLDER

MEYERS SECURITIES CORP

75% or more

No

Domestic Entity

01/2017

No

Legal Name & CRD# (if any):

Is this a domestic or foreignentity or an individual?

Company through whichindirect ownership isestablished

Relationship to Direct Owner

Relationship Established

Percentage of Ownership

Does this owner direct themanagement or policies ofthe firm?

Is this a public reportingcompany?






Firm History

This section provides information relating to any successions (e.g., mergers, acquisitions) involving the firm.

No information reported.






Firm Operations

RegistrationsThis section provides information about the regulators (Securities and Exchange Commission (SEC), self-regulatoryorganizations (SROs), and U.S. states and territories) with which the brokerage firm is currently registered andlicensed, the date the license became effective, and certain information about the firm's SEC registration.

The firm's registration was from 06/16/1994 to 05/31/2018.

This firm is no longer registered.






Firm Operations

Types of BusinessThis section provides the types of business, including non-securities business, the brokerage firm is engaged in orexpects to be engaged in.

This firm currently conducts 16 types of businesses.

Types of Business

Broker or dealer making inter-dealer markets in corporation securities over-the-counter

Broker or dealer retailing corporate equity securities over-the-counter

Broker or dealer selling corporate debt securities

Underwriter or selling group participant (corporate securities other than mutual funds)

Mutual fund retailer

U S. government securities broker

Municipal securities broker

Broker or dealer selling variable life insurance or annuities

Solicitor of time deposits in a financial institution

Broker or dealer selling oil and gas interests

Put and call broker or dealer or option writer

Investment advisory services

Broker or dealer selling tax shelters or limited partnerships in primary distributions

Non-exchange member arranging for transactions in listed securities by exchange member

Trading securities for own account

Private placements of securities






Firm Operations

Clearing Arrangements

This firm does not hold or maintain funds or securities or provide clearing services for other broker-dealer(s).

Introducing Arrangements

This firm does refer or introduce customers to other brokers and dealers.

Name: COR CLEARING LLC

Business Address: 9300 UNDERWOOD AVENUE, SUITE 400OMAHA, NE 68114-2685

CRD #: 117176

Effective Date: 02/07/2007

Description: EFFECTIVE FEBRUARY 7, 2007, MEYERS ASSOCIATES, L.P. ENTEREDINTO A FULLY DISCLOSED CLEARING AGREEMENT WITH LEGENTCLEARING, LLC. (NOW COR CLEARING LLC) MEYERS ASSOCIATES, L.P.WILL EFFECTUATE CERTAIN TRANSACTIONS WITH COR CLEARING, LLCON A FULLY DISCLOSED BASIS.






Firm Operations

Industry Arrangements

This firm does not have books or records maintained by a third party.

This firm does not have accounts, funds, or securities maintained by a third party.

This firm does not have customer accounts, funds, or securities maintained by a third party.

This firm does not have individuals who control its management or policies through agreement.

This firm does not have individuals who wholly or partly finance the firm's business.

Control Persons/Financing






Firm Operations

Organization AffiliatesThis section provides information on control relationships the firm has with other firms in the securities, investmentadvisory, or banking business.

This firm is not, directly or indirectly:

· in control of· controlled by· or under common control withthe following partnerships, corporations, or other organizations engaged in the securities or investmentadvisory business.

This firm is not directly or indirectly, controlled by the following:

· bank holding company· national bank· state member bank of the Federal Reserve System· state non-member bank· savings bank or association· credit union· or foreign bank






Disclosure Events

All firms registered to sell securities or provide investment advice are required to disclose regulatory actions, criminal orcivil judicial proceedings, and certain financial matters in which the firm or one of its control affiliates has been involved.For your convenience, below is a matrix of the number and status of disclosure events involving this brokerage firm orone of its control affiliates. Further information regarding these events can be found in the subsequent pages of thisreport.

Final On AppealPending

Regulatory Event 3 30 3

Arbitration N/A 14 N/A






Disclosure Event Details

What you should know about reported disclosure events:

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particular criminal event.3. Disclosure events in BrokerCheck reports come from different sources:

o Disclosure events for this brokerage firm were reported by the firm and/or regulators. When the firmand a regulator report information for the same event, both versions of the event will appear in theBrokerCheck report. The different versions will be separated by a solid line with the reporting sourcelabeled.

4. There are different statuses and dispositions for disclosure events: o A disclosure event may have a status of pending, on appeal, or final.

§ A "pending" event involves allegations that have not been proven or formally adjudicated.§ An event that is "on appeal" involves allegations that have been adjudicated but are currently

being appealed.§ A "final" event has been concluded and its resolution is not subject to change.

o A final event generally has a disposition of adjudicated, settled or otherwise resolved.§ An "adjudicated" matter includes a disposition by (1) a court of law in a criminal or civil matter,

or (2) an administrative panel in an action brought by a regulator that is contested by the partycharged with some alleged wrongdoing.

§ A "settled" matter generally involves an agreement by the parties to resolve the matter.Please note that firms may choose to settle customer disputes or regulatory matters forbusiness or other reasons.

§ A "resolved" matter usually involves no payment to the customer and no finding ofwrongdoing on the part of the individual broker. Such matters generally involve customerdisputes.

5. You may wish to contact the brokerage firm to obtain further information regarding any of thedisclosure events contained in this BrokerCheck report.

Regulatory - Final

This type of disclosure event involves (1) a final, formal proceeding initiated by a regulatory authority (e.g., a statesecurities agency, self-regulatory organization, federal regulator such as the U.S. Securities and Exchange Commission,foreign financial regulatory body) for a violation of investment-related rules or regulations; or (2) a revocation orsuspension of the authority of a brokerage firm or its control affiliate to act as an attorney, accountant or federalcontractor.

Disclosure 1 of 30

Reporting Source: Regulator

Allegations: RESPONDENT WAS EXPELLED FROM FINRA MEMBERSHIP ON MAY 29,2018. ACCORDINGLY, KSC STAFF REQUESTED THAT THE KANSASBROKER-DEALER REGISTRATION OF WINDSOR STREET CAPITAL, LP BEREVOKED.

Current Status: Final






Initiated By: KANSAS

Principal Sanction(s)/ReliefSought:

Revocation

Other Sanction(s)/ReliefSought:

Date Initiated: 08/15/2018

Docket/Case Number: 19E018/2018-6522

URL for Regulatory Action:

Principal Product Type: No Product

Other Product Type(s):

Allegations: RESPONDENT WAS EXPELLED FROM FINRA MEMBERSHIP ON MAY 29,2018. ACCORDINGLY, KSC STAFF REQUESTED THAT THE KANSASBROKER-DEALER REGISTRATION OF WINDSOR STREET CAPITAL, LP BEREVOKED.

Resolution Date: 01/03/2019

Resolution:

Other Sanctions Ordered:

Sanction Details: THE FIRM'S BROKER-DEALER REGISTRATION IN KANSAS WAS REVOKEDON 3/29/19.

Regulator Statement AN APPLICATION FOR ORDER REVOKING BROKER-DEALER REGISTRATIONWAS FILED ON 8/15/18, FOLLOWED BY A NOTICE OF INTENT TO REVOKEBROKER-DEALER REGISTRATION ON 8/24/18. AS NO REQUEST FORHEARING WAS FILED BY RESPONDENT WITHIN 30 DAYS OF THE NOTICEOF INTENT, A DEFAULT ORDER REVOKING BROKER-DEALERREGISTRATION WAS FILED ON 1/3/19 AND BECAME EFFECTIVE BYOPERATION OF LAW ON 1/15/19.

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: Revocation/Expulsion/Denial

Order

Disclosure 2 of 30

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Initiated By: ARKANSAS


Other


CANCELLED REGISTRATION


Docket/Case Number: S-18-0075

URL for Regulatory Action: HTTP://WWW.SECURITIES.ARKANSAS.GOV/!USERFILES/ORDERS/2018/WINDSOR%20STREET%20CAPITAL,%20LP%20S-18-0075-18-OR01.PDF



Allegations: FINRA EXPELLED ON THE SEC'S DISQUALIFYING ORDER. THEREFORE,WSC HAS CEASED TO DO BUSINESS AS A BD FIRM AND ITS REGISTRATIONHAS BEEN CANCELED.



Resolution:


Sanction Details: SUMMARY ORDER CANCELING REGISTRATION.

Regulator Statement FINRA EXPELLED ON THE SEC'S DISQUALIFYING ORDER. THEREFORE,WSC HAS CEASED TO DO BUSINESS AS A BD FIRM AND ITS REGISTRATIONHAS BEEN CANCELED.


No

Sanctions Ordered:

Acceptance, Waiver & Consent(AWC)

Disclosure 3 of 30

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Allegations: RESPONDENT WINDSOR STREET CAPITAL, LP FAILED TO PAY FINESAND/OR COSTS OF $2,516.28 IN FINRA CASE #2014043859101.







Initiated By: FINRA


Expulsion



Docket/Case Number: 2014043859101



Allegations: RESPONDENT WINDSOR STREET CAPITAL, LP FAILED TO PAY FINESAND/OR COSTS OF $2,516.28 IN FINRA CASE #2014043859101.


Resolution:


Sanction Details: PURSUANT TO FINRA RULE 8320, RESPONDENT WINDSOR STREETCAPITAL, LP IS EXPELLED FROM FINRA MEMBERSHIP AS OF THE CLOSEOF BUSINESS ON SEPTEMBER 4, 2018 FOR FAILURE TO PAY FINES AND/ORCOSTS.


No


Other

Disclosure 4 of 30

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Initiated By: INDIANA


Docket/Case Number: 18-0078 SB

Allegations: RESPONDENT WAS EXPELLED FROM FINRA MEMBERSHIP AND SOGROUNDS EXIST UNDER THE INDIANA UNIFORM SECURITIES ACT TOREVOKE RESPONDENT'S REGISTRATION.






https://www.finra.org/industry/disciplinary-actions/finra-disciplinary-actions-online?search=2014043859101



Bar


Docket/Case Number: 18-0078 SB

URL for Regulatory Action: HTTPS://MYWEB.IN.GOV/SOS/AAONLINE/SHOWFILE.ASPX?ID=4751




Resolution:


Sanction Details: FIRM REGISTRATION REVOKED.


No

Sanctions Ordered: Bar

Order

Disclosure 5 of 30

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Initiated By: MARYLAND


Docket/Case Number: 2018-0337



Allegations: RESPONDENT FAILED TO REGISTER AN AGENT IN VIOLATION OF COMAR02.02.02.03 AND GROUNDS EXIST UNDER SECTION 11-412(A)(2) OF THESECURITIES ACT TO REVOKE RESPONDENT'S REGISTRATION.

RESPONDENT WAS EXPELLED FROM FINRA MEMBERSHIP AND GROUNDSEXIST UNDER SECTION 11-412(A)(6) OF THE SECURITIES ACT TO REVOKERESPONDENT'S REGISTRATION.








Revocation





Resolution:


Sanction Details: REGISTRATION OF FIRM REVOKED.


No


Order

Disclosure 6 of 30

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Allegations: RESPONDENT WINDSOR STREET CAPITAL, LP FKA MEYERS ASSOCIATES,L.P. FAILED TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENTAGREEMENT OR TO SATISFACTORILY RESPOND TO A FINRA REQUEST TOPROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE. ANORDER WAS ISSUED DEEMING THE NOTICE OF SUSPENSION AS FINAL'SFINRA ACTION. THE HEARING IN THE EXPEDITED PROCEEDING WASSCHEDULED TO COMMENCE BY TELEPHONE ON MAY 31, 2018, AT 9:30 A.M.,EASTERN TIME. BUT ON MAY 30, 2018, THE OFFICE OF HEARING OFFICERS("OHO") RECEIVED AN EMAIL FROM RESPONDENT'S COUNSEL STATINGTHAT IN LIGHT OF THE TERMINATION OF WINDSOR STREET CAPITAL'SFINRA MEMBERSHIP, WINDSOR STREET WAS WITHDRAWING ITS REQUESTFOR A HEARING AND WILL NOT APPEAR AT THE MAY 31, 2018 SCHEDULEDHEARING. INDEED, THE NEXT DAY, RESPONDENT DID NOT APPEAR FORTHE HEARING. REGULATORY OPERATIONS DID APPEAR, HOWEVER,REQUESTED THAT IN LIGHT OF RESPONDENT'S WITHDRAWAL OF THEHEARING REQUEST, THE NOTICE OF SUSPENSION SHOULD IMMEDIATELYBE DEEMED FINAL FINRA ACTION. RESPONDENT'S REQUEST FORHEARING STAYED THE EFFECTIVENESS OF THE NOTICE OF SUSPENSIONTHAT WAS ISSUED UNDER FINRA RULE 9554 ON MARCH 22, 2018. IN LIGHTOF THE WITHDRAWAL OF THE HEARING REQUEST, HOWEVER, THE STAY ISNO LONGER IN EFFECT, AND THE NOTICE IS DEEMED TO BE FINAL FINRAACTION. THE SUSPENSION OF RESPONDENT'S MEMBERSHIP SHALL BEEFFECTIVE AS OF JUNE 4, 2018, AT 9 A.M., EASTERN TIME.







Initiated By: FINRA


Suspension






RESPONDENT WINDSOR STREET CAPITAL, LP FKA MEYERS ASSOCIATES,L.P. FAILED TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENTAGREEMENT OR TO SATISFACTORILY RESPOND TO A FINRA REQUEST TOPROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE. ANORDER WAS ISSUED DEEMING THE NOTICE OF SUSPENSION AS FINAL'SFINRA ACTION. THE HEARING IN THE EXPEDITED PROCEEDING WASSCHEDULED TO COMMENCE BY TELEPHONE ON MAY 31, 2018, AT 9:30 A.M.,EASTERN TIME. BUT ON MAY 30, 2018, THE OFFICE OF HEARING OFFICERS("OHO") RECEIVED AN EMAIL FROM RESPONDENT'S COUNSEL STATINGTHAT IN LIGHT OF THE TERMINATION OF WINDSOR STREET CAPITAL'SFINRA MEMBERSHIP, WINDSOR STREET WAS WITHDRAWING ITS REQUESTFOR A HEARING AND WILL NOT APPEAR AT THE MAY 31, 2018 SCHEDULEDHEARING. INDEED, THE NEXT DAY, RESPONDENT DID NOT APPEAR FORTHE HEARING. REGULATORY OPERATIONS DID APPEAR, HOWEVER,REQUESTED THAT IN LIGHT OF RESPONDENT'S WITHDRAWAL OF THEHEARING REQUEST, THE NOTICE OF SUSPENSION SHOULD IMMEDIATELYBE DEEMED FINAL FINRA ACTION. RESPONDENT'S REQUEST FORHEARING STAYED THE EFFECTIVENESS OF THE NOTICE OF SUSPENSIONTHAT WAS ISSUED UNDER FINRA RULE 9554 ON MARCH 22, 2018. IN LIGHTOF THE WITHDRAWAL OF THE HEARING REQUEST, HOWEVER, THE STAY ISNO LONGER IN EFFECT, AND THE NOTICE IS DEEMED TO BE FINAL FINRAACTION. THE SUSPENSION OF RESPONDENT'S MEMBERSHIP SHALL BEEFFECTIVE AS OF JUNE 4, 2018, AT 9 A.M., EASTERN TIME.


Resolution:


Sanction Details: ACCORDINGLY, PURSUANT TO ARTICLE VI, SECTION 3 OF FINRA BY-LAWS,AND FINRA RULE 9554, RESPONDENT WINDSOR STREET CAPITAL'S FINRAMEMBERSHIP IS SUSPENDED ON JUNE 4, 2018, AT 9 A.M., EASTERN TIMEFOR FAILURE TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENTAGREEMENT OR TO SATISFACTORILY RESPOND TO A FINRA REQUEST TOPROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE.

Regulator Statement ASSOCIATED CASE NUMBER EXPEDITED PROCEEDING NO. ARB180010


No

Sanctions Ordered: Suspension

Other

Disclosure 7 of 30

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Initiated By: FINRA


Suspension



Docket/Case Number: N/A



Allegations: RESPONDENT WINDSOR STREET CAPITAL, LP FAILED TO PAY FEES OF$16,400 DUE TO FINRA.


Resolution:


Sanction Details: PURSUANT TO FINRA RULE 9553, WINDSOR STREET CAPITAL, LP'SMEMBERSHIP WITH FINRA WAS SUSPENDED AS OF MAY 30, 2018 FORFAILURE TO PAY OUTSTANDING FEES.


No


Other

Disclosure 8 of 30

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Initiated By: NEW HAMPSHIREBUREAU OF SECURITIES REGULATION


Docket/Case Number: INV2017-00016

Allegations: FIRM FAILED TO RESPOND TO THE REQUIREMENT TO FILE A U-2 WHENFIRM CHANGED NAME FROM MEYERS ASSOCIATES, LP.








Cease and Desist


SUSPENSION OR REVOCATIONFINE 2500 AND COSTS 2500.


Principal Product Type: Other



Resolution:

Other Sanctions Ordered: COSTS 2500.

Sanction Details: SEE ABOVE.

Regulator Statement RESPONDENT WAS DEFAULTED AND ORDER ENTERED WITH SANCTIONSAS STATED ABOVE.


No

Sanctions Ordered: Monetary/Fine $2,500.00SuspensionCease and Desist/Injunction

Order

Disclosure 9 of 30

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Initiated By: UTAH


Allegations: RESPONDENT EXPELLED FROM FINRA MEMBERSHIP AND CEASED TO DOBUSINESS AS A BROKER-DEALER.


Appealed To and Date AppealFiled:

ON 5/15/18, RESPONDENT'S LICENSE WAS CANCELED BASED UPON FINRAEXPULSION; HOWEVER FINRA REAPPROVED AS OF 5/17/18 PENDINGREVIEW BY SEC OF FIRM REQUEST FOR STAY. ACCORDINGLY, UTAHREINSTATED RESPONDENT'S LICENSE. ON 5/29/18 FOLLOWING SECDECISION TO NOT GRANT A STAY, FINRA EXPELLED RESPONDENT AGAIN.UTAH CANCELED LICENSE ACCORDINGLY.







Other


BROKER-DEALER LICENSE CANCELED.


Docket/Case Number: SD-18-0022





Resolution:

Other Sanctions Ordered: BROKER-DEALER LICENSE CANCELED.

Sanction Details: BROKER-DEALER LICENSE CANCELED.

Sanctions Ordered:

Order

Disclosure 10 of 30

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Allegations: THE FIRM WAS NAMED A RESPONDENT IN A FINRA COMPLAINT ALLEGINGTHAT THE FIRM FAILED TO ESTABLISH, MAINTAIN AND ENFORCE ASUPERVISORY SYSTEM, INCLUDING WRITTEN SUPERVISORYPROCEDURES (WSPS), REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH FINRA'S SUITABILITY RULES. THE COMPLAINTALLEGES THAT THE WSPS FOR ACHIEVING COMPLIANCE WITH FINRA'SSUITABILITY RULES WERE UNREASONABLE. THE PROCEDURES DID NOTINCLUDE STEPS, PROCEDURES OR CRITERIA TO DETECT AND DETEREXCESSIVE TRADING AND CHURNING. THE PROCEDURES DID NOTIDENTIFY THE FREQUENCY OF REVIEW, PARAMETERS BY WHICHACCOUNTS WERE TO BE SELECTED FOR REVIEW, NATURE OF THEREVIEW; AND THE MANNER IN WHICH SUCH REVIEWS WERE TO BEDOCUMENTED. THE WSPS DID NOT DIRECT SUPERVISORS TO CONSIDERTURNOVER RATIOS, COMMISSION-TO-EQUITY RATIOS AND COST-TO-EQUITY RATIOS THAT MIGHT PRESENT RED FLAGS OF EXCESSIVETRADING. THE WSPS CONTAINED NO SECTION TITLED, DEFINING ORADDRESSING ACTIVE ACCOUNTS. THE WSPS DID NOT CONTAIN ANYPROCEDURES ADDRESSING STEPS THAT SHOULD BE TAKEN IF THE FIRMHAD IDENTIFIED ANY ACCOUNTS WITH "RED FLAGS" OF POTENTIALLYPROBLEMATIC TRADING. THE FIRM'S SYSTEMS FOR DETECTING ANDPREVENTING SALES PRACTICE VIOLATIONS WERE ALSO UNREASONABLE.THE FIRM DID NOT HAVE SYSTEMS TO DOCUMENT REVIEWSUNDERTAKEN OR STEPS THAT SHOULD BE TAKEN IF POTENTIALLYPROBLEMATIC TRADING WAS DETECTED. THERE WAS ALSO NO SYSTEMFOR CONTACTING CUSTOMERS THROUGH SUCH MEANS AS A LETTER ORTELEPHONE CALL FROM A FIRM PRINCIPAL. THE FIRM HAD NO SYSTEM INPLACE TO ENSURE THAT THE FIRM REVIEWED THE MONTHLY EXCEPTIONREPORTS RECEIVED FROM ITS CLEARING FIRMS AND RESPONDED TOIDENTIFIED EXCEPTIONS. FURTHER, DAILY TRADE BLOTTERS USED BYTHE FIRM DID NOT CONTAIN A MEANS TO IDENTIFY UNSUITABLEEXCESSIVE TRADING. THE COMPLAINT ALSO ALLEGES THAT THE FIRMFAILED TO REASONABLY SUPERVISE TWO REGISTEREDREPRESENTATIVES IN THEIR HANDLING OF TWO ELDERLY CUSTOMERS'ACCOUNT, (HUSBAND-AND-WIFE CUSTOMERS' TRUST ACCOUNT), AT THEFIRM. THE FIRM FAILED TO INVESTIGATE AND ACT UPON "RED FLAGS" OFUNSUITABLE TRADING IN THE TRUST ACCOUNT WHEN THE ACCOUNTAPPEARED ON SEVEN MONTHLY ACTIVE ACCOUNT REPORTS RECEIVEDBY THE FIRM THAT INDICATED THE ACCOUNT EXCEEDED MONTHLYTHRESHOLDS FOR THE AMOUNT OF COMMISSIONS CHARGED,COMMISSION-TO-EQUITY RATIO AND/OR LOSSES. THE FIRM ALSO FAILEDTO IDENTIFY AND RESPOND TO "RED FLAGS" THAT SHOULD HAVE BEENAPPARENT FROM DAILY REVIEWS OF ACCOUNT ACTIVITY. THE COMPLAINTFURTHER ALLEGES THAT THE TWO REPRESENTATIVES OF THE FIRMENRICHED THEMSELVES AT THE EXPENSE OF THE ELDERLY CUSTOMERS.THE REPRESENTATIVES DID SO BY REPEATEDLY RECOMMENDING, OVERA 16-MONTH PERIOD, THAT THE CUSTOMERS ENGAGE IN SHORT-TERMTRADING OF A SINGLE SECURITY THAT THEY HAD HELD FOR OVER 36YEARS, RESULTING IN SIGNIFICANT LOSSES AND CAPITAL GAINS TAXLIABILITY FOR THE CUSTOMERS AND GENERATING OVER $98,000 INCOMMISSIONS, MARKUPS, AND MARKDOWNS FOR THEREPRESENTATIVES.







Initiated By: FINRA






Other Product Type(s): TRUST SECURITIES, CALL OPTIONS AND SHARES

THE FIRM WAS NAMED A RESPONDENT IN A FINRA COMPLAINT ALLEGINGTHAT THE FIRM FAILED TO ESTABLISH, MAINTAIN AND ENFORCE ASUPERVISORY SYSTEM, INCLUDING WRITTEN SUPERVISORYPROCEDURES (WSPS), REASONABLY DESIGNED TO ACHIEVECOMPLIANCE WITH FINRA'S SUITABILITY RULES. THE COMPLAINTALLEGES THAT THE WSPS FOR ACHIEVING COMPLIANCE WITH FINRA'SSUITABILITY RULES WERE UNREASONABLE. THE PROCEDURES DID NOTINCLUDE STEPS, PROCEDURES OR CRITERIA TO DETECT AND DETEREXCESSIVE TRADING AND CHURNING. THE PROCEDURES DID NOTIDENTIFY THE FREQUENCY OF REVIEW, PARAMETERS BY WHICHACCOUNTS WERE TO BE SELECTED FOR REVIEW, NATURE OF THEREVIEW; AND THE MANNER IN WHICH SUCH REVIEWS WERE TO BEDOCUMENTED. THE WSPS DID NOT DIRECT SUPERVISORS TO CONSIDERTURNOVER RATIOS, COMMISSION-TO-EQUITY RATIOS AND COST-TO-EQUITY RATIOS THAT MIGHT PRESENT RED FLAGS OF EXCESSIVETRADING. THE WSPS CONTAINED NO SECTION TITLED, DEFINING ORADDRESSING ACTIVE ACCOUNTS. THE WSPS DID NOT CONTAIN ANYPROCEDURES ADDRESSING STEPS THAT SHOULD BE TAKEN IF THE FIRMHAD IDENTIFIED ANY ACCOUNTS WITH "RED FLAGS" OF POTENTIALLYPROBLEMATIC TRADING. THE FIRM'S SYSTEMS FOR DETECTING ANDPREVENTING SALES PRACTICE VIOLATIONS WERE ALSO UNREASONABLE.THE FIRM DID NOT HAVE SYSTEMS TO DOCUMENT REVIEWSUNDERTAKEN OR STEPS THAT SHOULD BE TAKEN IF POTENTIALLYPROBLEMATIC TRADING WAS DETECTED. THERE WAS ALSO NO SYSTEMFOR CONTACTING CUSTOMERS THROUGH SUCH MEANS AS A LETTER ORTELEPHONE CALL FROM A FIRM PRINCIPAL. THE FIRM HAD NO SYSTEM INPLACE TO ENSURE THAT THE FIRM REVIEWED THE MONTHLY EXCEPTIONREPORTS RECEIVED FROM ITS CLEARING FIRMS AND RESPONDED TOIDENTIFIED EXCEPTIONS. FURTHER, DAILY TRADE BLOTTERS USED BYTHE FIRM DID NOT CONTAIN A MEANS TO IDENTIFY UNSUITABLEEXCESSIVE TRADING. THE COMPLAINT ALSO ALLEGES THAT THE FIRMFAILED TO REASONABLY SUPERVISE TWO REGISTEREDREPRESENTATIVES IN THEIR HANDLING OF TWO ELDERLY CUSTOMERS'ACCOUNT, (HUSBAND-AND-WIFE CUSTOMERS' TRUST ACCOUNT), AT THEFIRM. THE FIRM FAILED TO INVESTIGATE AND ACT UPON "RED FLAGS" OFUNSUITABLE TRADING IN THE TRUST ACCOUNT WHEN THE ACCOUNTAPPEARED ON SEVEN MONTHLY ACTIVE ACCOUNT REPORTS RECEIVEDBY THE FIRM THAT INDICATED THE ACCOUNT EXCEEDED MONTHLYTHRESHOLDS FOR THE AMOUNT OF COMMISSIONS CHARGED,COMMISSION-TO-EQUITY RATIO AND/OR LOSSES. THE FIRM ALSO FAILEDTO IDENTIFY AND RESPOND TO "RED FLAGS" THAT SHOULD HAVE BEENAPPARENT FROM DAILY REVIEWS OF ACCOUNT ACTIVITY. THE COMPLAINTFURTHER ALLEGES THAT THE TWO REPRESENTATIVES OF THE FIRMENRICHED THEMSELVES AT THE EXPENSE OF THE ELDERLY CUSTOMERS.THE REPRESENTATIVES DID SO BY REPEATEDLY RECOMMENDING, OVERA 16-MONTH PERIOD, THAT THE CUSTOMERS ENGAGE IN SHORT-TERMTRADING OF A SINGLE SECURITY THAT THEY HAD HELD FOR OVER 36YEARS, RESULTING IN SIGNIFICANT LOSSES AND CAPITAL GAINS TAXLIABILITY FOR THE CUSTOMERS AND GENERATING OVER $98,000 INCOMMISSIONS, MARKUPS, AND MARKDOWNS FOR THEREPRESENTATIVES.

Resolution: Decision








Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $500,000.

Regulator Statement HEARING PANEL DECISION RENDERED OCTOBER 30, 2018. THESANCTIONS WERE BASED ON FINDINGS THAT THE FIRM FAILED TOESTABLISH AND MAINTAIN A REASONABLE SUPERVISORY SYSTEM ANDFAILED TO REASONABLY SUPERVISE TWO REGISTEREDREPRESENTATIVES AND THEIR UNSUITABLE TRADING IN CONNECTIONWITH TRADING IN AN ACCOUNT OWNED, THROUGH A TRUST, BY ANELDERLY COUPLE. THE FINDINGS STATED THAT THE FIRM'S WRITTENSUPERVISORY PROCEDURES (WSPS) WERE VAGUE AND UNSPECIFIC,REQUIRING NO ONE TO DO ANYTHING IN PARTICULAR. THERE WAS NOSYSTEMATIC PROCESS FOR MONITORING, DETECTING, INVESTIGATING,OR ADDRESSING IMPROPER SALES PRACTICES AND UNSUITABLETRADING OR FOR DOCUMENTING WHAT WAS DONE. THE WSPSPURPORTED TO HAVE PROCEDURES FOR ADDRESSING ACTIVELYTRADED ACCOUNTS LIKE THE TRUST ACCOUNT, BUT THEY REFERRED TOA SECTION OF THE WSPS THAT DID NOT EXIST. THE FIRM RELIED ONSUPERVISORS TO REVIEW THE DAILY BLOTTERS FOR IMPROPERTRADING PRACTICES, BUT THE BLOTTERS WERE AN INADEQUATE BASISFOR THE TASK, SINCE THEY LACKED THE KINDS OF HISTORICALINFORMATION THAT WOULD MAKE IT POSSIBLE TO SEE PATTERNS OFTRADING, COMMISSIONS, AND ACCUMULATED LOSSES. THE FIRM ALSODID NOT TRAIN SUPERVISORS ON WHAT CONSTITUTES UNSUITABLETRADING OR HOW TO IDENTIFY IT. MOREOVER, EVEN IF A POTENTIALPROBLEM WERE UNCOVERED, THE FIRM GRANTED SUPERVISORSDISCRETION IN HOW TO ADDRESS IT AND SUGGESTED ACTIONS THATONLY INVOLVED INTERNAL DISCUSSIONS. THE FIRM'S WSPS DID NOTEVEN SUGGEST THAT SUPERVISORS EXERCISE THEIR DISCRETION TOINDEPENDENTLY VERIFY INFORMATION, SUCH AS BY CONTACTING THECUSTOMER. THE FINDINGS ALSO STATED THAT THE FAILURE TO HAVE AREASONABLE SUPERVISORY SYSTEM IN PLACE LED INELUCTABLY TO THEFAILURE TO REASONABLY SUPERVISE THE UNSUITABLE TRADING OF TWOREGISTERED REPRESENTATIVES CONDUCTED IN THE TRUST ACCOUNT.ALMOST EVERY MONTH THE ACCOUNT WAS OPEN, UNTIL AROUND THETIME WHEN THE CUSTOMERS COMPLAINED, THE REPRESENTATIVESREPEATEDLY TRADED IN AND OUT OF A SINGLE STOCK IN A "ROUND TRIP"SELLING THE ENTIRE POSITION AND THEN USING THE PROCEEDS TO BUYIT BACK NOT LONG AFTERWARD WITH NO REGARD FOR WHETHER THECUSTOMERS LOST MONEY. THE REPRESENTATIVES CHARGED AS MUCHAS A 3.5 PERCENT COMMISSION ON A TRADE, AND THE TOTAL CHARGESFOR BOTH HALVES OF A ROUND-TRIP TRADE GENERALLY RANGED FROMFIVE TO SEVEN PERCENT. MONTHLY COMMISSIONS TYPICALLY RAN FROM$5,000 TO $16,000. THE VALUE OF THE ACCOUNT STEADILY DECLINED. BYTHE TIME THE ACCOUNT WAS CLOSED THE COUPLE HAD LOST OVER$94,000, NEARLY HALF THE ORIGINAL VALUE OF THE ACCOUNT. IN THESAME PERIOD, THE TRADING GENERATED OVER $100,000 INCOMMISSIONS. THE FIRM NEVER RECOGNIZED THE MANY RED FLAGSRAISED BY THE TRADING AND TOOK NO ACTION TO INVESTIGATE,REMEDIATE, OR PREVENT SIMILAR MISCONDUCT IN THE FUTURE. THEFIRM IGNORED RED FLAGS THAT REQUIRED INVESTIGATION. THETRADING BLOTTERS, DESPITE THEIR LACK OF TRADING HISTORY, RAISEDTWO RED FLAGS: THE UNUSUALLY LARGE SIZE OF THE TRADES AND THEREPETITION OF THE UNUSUALLY LARGE TRADES EACH MONTH. MONTHLYEXCEPTION REPORTS FROM THE FIRM'S CLEARING FIRMS CONTAINEDHISTORICAL INFORMATION AND RAISED MORE RED FLAGS BY CLEARLYREVEALING THE PATTERN IN THE ELDERLY CUSTOMERS' ACCOUNT OFACCUMULATING LOSSES, HIGH COMMISSIONS, AND HIGH TURNOVER. THEFINDINGS ALSO INCLUDED THAT DESPITE THE RED FLAGS, THE FIRMNEVER IDENTIFIED THE TRADING IN THE COUPLE'S ACCOUNT ASPOTENTIALLY PROBLEMATIC. IT DID NOT DISCUSS CONCERNS ABOUT THETRADING WITH THE REGISTERED REPRESENTATIVES OR CONTACT THECUSTOMERS TO INQUIRE WHETHER THEY AUTHORIZED ANDUNDERSTOOD THE TRADING IN THEIR ACCOUNT. WHEN THE CUSTOMERSEVENTUALLY BECAME AWARE OF THE TRADING AND CONTACTED THEFIRM TO STOP IT, THE FIRM WAS UNRESPONSIVE, FAILING TO TAKE ANYACTION TO REMEDIATE THE PROBLEM. FOUR MONTHS AFTER THECUSTOMERS FIRST COMPLAINED, THE FIRM FINALLY CLOSED THEACCOUNT CHARGING A SUBSTANTIAL COMMISSION ON THE LASTTRANSACTION AND RETURNED THE CUSTOMERS' REMAINING, GREATLYDIMINISHED PRINCIPAL. THE DECISION BECAME FINAL ON DECEMBER 17,2018.


No

Sanctions Ordered: CensureMonetary/Fine $500,000.00

Decision






HEARING PANEL DECISION RENDERED OCTOBER 30, 2018. THESANCTIONS WERE BASED ON FINDINGS THAT THE FIRM FAILED TOESTABLISH AND MAINTAIN A REASONABLE SUPERVISORY SYSTEM ANDFAILED TO REASONABLY SUPERVISE TWO REGISTEREDREPRESENTATIVES AND THEIR UNSUITABLE TRADING IN CONNECTIONWITH TRADING IN AN ACCOUNT OWNED, THROUGH A TRUST, BY ANELDERLY COUPLE. THE FINDINGS STATED THAT THE FIRM'S WRITTENSUPERVISORY PROCEDURES (WSPS) WERE VAGUE AND UNSPECIFIC,REQUIRING NO ONE TO DO ANYTHING IN PARTICULAR. THERE WAS NOSYSTEMATIC PROCESS FOR MONITORING, DETECTING, INVESTIGATING,OR ADDRESSING IMPROPER SALES PRACTICES AND UNSUITABLETRADING OR FOR DOCUMENTING WHAT WAS DONE. THE WSPSPURPORTED TO HAVE PROCEDURES FOR ADDRESSING ACTIVELYTRADED ACCOUNTS LIKE THE TRUST ACCOUNT, BUT THEY REFERRED TOA SECTION OF THE WSPS THAT DID NOT EXIST. THE FIRM RELIED ONSUPERVISORS TO REVIEW THE DAILY BLOTTERS FOR IMPROPERTRADING PRACTICES, BUT THE BLOTTERS WERE AN INADEQUATE BASISFOR THE TASK, SINCE THEY LACKED THE KINDS OF HISTORICALINFORMATION THAT WOULD MAKE IT POSSIBLE TO SEE PATTERNS OFTRADING, COMMISSIONS, AND ACCUMULATED LOSSES. THE FIRM ALSODID NOT TRAIN SUPERVISORS ON WHAT CONSTITUTES UNSUITABLETRADING OR HOW TO IDENTIFY IT. MOREOVER, EVEN IF A POTENTIALPROBLEM WERE UNCOVERED, THE FIRM GRANTED SUPERVISORSDISCRETION IN HOW TO ADDRESS IT AND SUGGESTED ACTIONS THATONLY INVOLVED INTERNAL DISCUSSIONS. THE FIRM'S WSPS DID NOTEVEN SUGGEST THAT SUPERVISORS EXERCISE THEIR DISCRETION TOINDEPENDENTLY VERIFY INFORMATION, SUCH AS BY CONTACTING THECUSTOMER. THE FINDINGS ALSO STATED THAT THE FAILURE TO HAVE AREASONABLE SUPERVISORY SYSTEM IN PLACE LED INELUCTABLY TO THEFAILURE TO REASONABLY SUPERVISE THE UNSUITABLE TRADING OF TWOREGISTERED REPRESENTATIVES CONDUCTED IN THE TRUST ACCOUNT.ALMOST EVERY MONTH THE ACCOUNT WAS OPEN, UNTIL AROUND THETIME WHEN THE CUSTOMERS COMPLAINED, THE REPRESENTATIVESREPEATEDLY TRADED IN AND OUT OF A SINGLE STOCK IN A "ROUND TRIP"SELLING THE ENTIRE POSITION AND THEN USING THE PROCEEDS TO BUYIT BACK NOT LONG AFTERWARD WITH NO REGARD FOR WHETHER THECUSTOMERS LOST MONEY. THE REPRESENTATIVES CHARGED AS MUCHAS A 3.5 PERCENT COMMISSION ON A TRADE, AND THE TOTAL CHARGESFOR BOTH HALVES OF A ROUND-TRIP TRADE GENERALLY RANGED FROMFIVE TO SEVEN PERCENT. MONTHLY COMMISSIONS TYPICALLY RAN FROM$5,000 TO $16,000. THE VALUE OF THE ACCOUNT STEADILY DECLINED. BYTHE TIME THE ACCOUNT WAS CLOSED THE COUPLE HAD LOST OVER$94,000, NEARLY HALF THE ORIGINAL VALUE OF THE ACCOUNT. IN THESAME PERIOD, THE TRADING GENERATED OVER $100,000 INCOMMISSIONS. THE FIRM NEVER RECOGNIZED THE MANY RED FLAGSRAISED BY THE TRADING AND TOOK NO ACTION TO INVESTIGATE,REMEDIATE, OR PREVENT SIMILAR MISCONDUCT IN THE FUTURE. THEFIRM IGNORED RED FLAGS THAT REQUIRED INVESTIGATION. THETRADING BLOTTERS, DESPITE THEIR LACK OF TRADING HISTORY, RAISEDTWO RED FLAGS: THE UNUSUALLY LARGE SIZE OF THE TRADES AND THEREPETITION OF THE UNUSUALLY LARGE TRADES EACH MONTH. MONTHLYEXCEPTION REPORTS FROM THE FIRM'S CLEARING FIRMS CONTAINEDHISTORICAL INFORMATION AND RAISED MORE RED FLAGS BY CLEARLYREVEALING THE PATTERN IN THE ELDERLY CUSTOMERS' ACCOUNT OFACCUMULATING LOSSES, HIGH COMMISSIONS, AND HIGH TURNOVER. THEFINDINGS ALSO INCLUDED THAT DESPITE THE RED FLAGS, THE FIRMNEVER IDENTIFIED THE TRADING IN THE COUPLE'S ACCOUNT ASPOTENTIALLY PROBLEMATIC. IT DID NOT DISCUSS CONCERNS ABOUT THETRADING WITH THE REGISTERED REPRESENTATIVES OR CONTACT THECUSTOMERS TO INQUIRE WHETHER THEY AUTHORIZED ANDUNDERSTOOD THE TRADING IN THEIR ACCOUNT. WHEN THE CUSTOMERSEVENTUALLY BECAME AWARE OF THE TRADING AND CONTACTED THEFIRM TO STOP IT, THE FIRM WAS UNRESPONSIVE, FAILING TO TAKE ANYACTION TO REMEDIATE THE PROBLEM. FOUR MONTHS AFTER THECUSTOMERS FIRST COMPLAINED, THE FIRM FINALLY CLOSED THEACCOUNT CHARGING A SUBSTANTIAL COMMISSION ON THE LASTTRANSACTION AND RETURNED THE CUSTOMERS' REMAINING, GREATLYDIMINISHED PRINCIPAL. THE DECISION BECAME FINAL ON DECEMBER 17,2018.

iReporting Source: Firm

Allegations: POTENTIAL VIOLATIONS OF FINRA RULES 3110 AND 2010 NASD CONDUCTRULE 3010. ALLEGEDLY FAILURE TO ESTABLISH ADEQUATE SUPERVISORYPROCEDURES. FAILURE TO SUPERVISE

Current Status: Pending






Initiated By: FINRA DEPARTMENT OF ENFORCEMENT


Disgorgement


RESTITUTION



Principal Product Type: Equity - OTC


POTENTIAL VIOLATIONS OF FINRA RULES 3110 AND 2010 NASD CONDUCTRULE 3010. ALLEGEDLY FAILURE TO ESTABLISH ADEQUATE SUPERVISORYPROCEDURES. FAILURE TO SUPERVISE

Disclosure 11 of 30

i


Allegations: SEC ADMIN RELEASE 33-10293, 34-79877, INVESTMENT COMPANY ACT OF1940 RELEASE 32451, JANUARY 25, 2017:THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMS ITAPPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, ANDHEREBY ARE, INSTITUTED PURSUANT TO SECTION 8A OF THE SECURITIESACT OF 1933 ("SECURITIES ACT"), SECTIONS 15(B) AND 21C OF THESECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT"), AND SECTION9(B) OF THE INVESTMENT COMPANY ACT OF 1940 ("INVESTMENTCOMPANY ACT") AGAINST WINDSOR STREET CAPITAL, L.P. (FORMERLYKNOWN AS MEYERS ASSOCIATES, L.P.) ("MEYERS ASSOCIATES") AND ITSAML OFFICER (COLLECTIVELY, "RESPONDENTS").THE COMMISSION ALLEGES THAT ON NUMEROUS OCCASIONS, FROM ATLEAST JUNE 2013 TO THE PRESENT, MEYERS ASSOCIATES VIOLATEDSECURITIES ACT SECTION 5 BY FACILITATING THE UNREGISTERED SALEOF HUNDREDS OF MILLIONS OF PENNY STOCK SHARES, WITHOUTPERFORMING ADEQUATE DUE DILIGENCE REGARDING THE SALES'SECTION 5 COMPLIANCE.IN ADDITION, REGARDING THE SAME PENNY-STOCK TRANSACTIONS ASWELL AS OTHERS, MEYERS ASSOCIATES REPEATEDLY VIOLATEDEXCHANGE ACT SECTION 17(A), AND RULE 17A-8 THEREUNDER, BYFAILING TO FILE SUSPICIOUS ACTIVITY REPORTS ("SARS") WITH THEUNITED STATES TREASURY DEPARTMENT'S FINANCIAL CRIMESENFORCEMENT NETWORK ("FINCEN"), AS REQUIRED BY THE BANKSECRECY ACT OF 1970 ("BSA") AND ITS IMPLEMENTING REGULATIONS.MEYERS ASSOCIATES FAILED TO FILE REQUIRED SARS FOR SUSPICIOUSPENNY STOCK SALE TRANSACTIONS THAT RESULTED IN PROCEEDS OF ATLEAST $24.8 MILLION.FROM JUNE 2013 TO THE PRESENT, MEYERS ASSOCIATES EARNED ATOTAL OF AT LEAST $493,000 IN COMMISSIONS AND FEES FROM THEABOVE ILLEGAL PENNY-STOCK SALES AND UNREPORTED SUSPICIOUSTRANSACTIONS.AS A RESULT OF THE CONDUCT DESCRIBED, MEYERS ASSOCIATESWILLFULLY VIOLATED SECTION 5(A) AND 5(C) OF THE SECURITIES ACT ANDSECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-8 THEREUNDER.








Initiated By: UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Cease and Desist



Docket/Case Number: 3-17813

Principal Product Type: Penny Stock(s)


SEC ADMIN RELEASE 33-10293, 34-79877, INVESTMENT COMPANY ACT OF1940 RELEASE 32451, JANUARY 25, 2017:THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMS ITAPPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLICADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, ANDHEREBY ARE, INSTITUTED PURSUANT TO SECTION 8A OF THE SECURITIESACT OF 1933 ("SECURITIES ACT"), SECTIONS 15(B) AND 21C OF THESECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT"), AND SECTION9(B) OF THE INVESTMENT COMPANY ACT OF 1940 ("INVESTMENTCOMPANY ACT") AGAINST WINDSOR STREET CAPITAL, L.P. (FORMERLYKNOWN AS MEYERS ASSOCIATES, L.P.) ("MEYERS ASSOCIATES") AND ITSAML OFFICER (COLLECTIVELY, "RESPONDENTS").THE COMMISSION ALLEGES THAT ON NUMEROUS OCCASIONS, FROM ATLEAST JUNE 2013 TO THE PRESENT, MEYERS ASSOCIATES VIOLATEDSECURITIES ACT SECTION 5 BY FACILITATING THE UNREGISTERED SALEOF HUNDREDS OF MILLIONS OF PENNY STOCK SHARES, WITHOUTPERFORMING ADEQUATE DUE DILIGENCE REGARDING THE SALES'SECTION 5 COMPLIANCE.IN ADDITION, REGARDING THE SAME PENNY-STOCK TRANSACTIONS ASWELL AS OTHERS, MEYERS ASSOCIATES REPEATEDLY VIOLATEDEXCHANGE ACT SECTION 17(A), AND RULE 17A-8 THEREUNDER, BYFAILING TO FILE SUSPICIOUS ACTIVITY REPORTS ("SARS") WITH THEUNITED STATES TREASURY DEPARTMENT'S FINANCIAL CRIMESENFORCEMENT NETWORK ("FINCEN"), AS REQUIRED BY THE BANKSECRECY ACT OF 1970 ("BSA") AND ITS IMPLEMENTING REGULATIONS.MEYERS ASSOCIATES FAILED TO FILE REQUIRED SARS FOR SUSPICIOUSPENNY STOCK SALE TRANSACTIONS THAT RESULTED IN PROCEEDS OF ATLEAST $24.8 MILLION.FROM JUNE 2013 TO THE PRESENT, MEYERS ASSOCIATES EARNED ATOTAL OF AT LEAST $493,000 IN COMMISSIONS AND FEES FROM THEABOVE ILLEGAL PENNY-STOCK SALES AND UNREPORTED SUSPICIOUSTRANSACTIONS.AS A RESULT OF THE CONDUCT DESCRIBED, MEYERS ASSOCIATESWILLFULLY VIOLATED SECTION 5(A) AND 5(C) OF THE SECURITIES ACT ANDSECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-8 THEREUNDER.


Resolution:

Other Sanctions Ordered: UNDERTAKINGS

Sanction Details: MEYERS ASSOCIATES IS CENSURED AND ORDERED TO CEASE ANDDESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANYFUTURE VIOLATIONS OF SECTIONS 5(A) AND 5(C) OF THE SECURITIES ACTAND SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-8THEREUNDER.MEYERS ASSOCIATES IS ORDERED TO PAY A CIVIL MONEY PENALTY INTHE AMOUNT OF $200,000.00 TO THE SECURITIES AND EXCHANGECOMMISSION.MEYERS ASSOCIATES IS ALSO ORDERED TO COMPLY WITH CERTAINUNDERTAKINGS.


No

Sanctions Ordered: CensureMonetary/Fine $200,000.00Cease and Desist/Injunction

Order






MEYERS ASSOCIATES IS CENSURED AND ORDERED TO CEASE ANDDESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANYFUTURE VIOLATIONS OF SECTIONS 5(A) AND 5(C) OF THE SECURITIES ACTAND SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-8THEREUNDER.MEYERS ASSOCIATES IS ORDERED TO PAY A CIVIL MONEY PENALTY INTHE AMOUNT OF $200,000.00 TO THE SECURITIES AND EXCHANGECOMMISSION.MEYERS ASSOCIATES IS ALSO ORDERED TO COMPLY WITH CERTAINUNDERTAKINGS.

Regulator Statement SEC ADMIN RELEASE 33-10392, 34-81254 / JULY 28, 2017:RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER")WHICH THE COMMISSION HAS DETERMINED TO ACCEPT.MEYERS ASSOCIATES WILLFULLY VIOLATED SECTION 5(A) AND 5(C) OFTHE SECURITIES ACT AND SECTION 17(A) OF THE EXCHANGE ACT ANDRULE 17A-8 THEREUNDER.IT WAS ORDERED THAT MEYERS ASSOCIATES IS CENSURED AND SHALLCEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONSAND ANY FUTURE VIOLATIONS OF SECTIONS 5(A) AND 5(C) OF THESECURITIES ACT AND SECTION 17(A) OF THE EXCHANGE ACT AND RULE17A-8 THEREUNDER.MEYERS ASSOCIATES SHALL PAY A CIVIL MONEY PENALTY IN THE AMOUNTOF $200,000.00 TO THE SECURITIES AND EXCHANGE COMMISSION.MEYERS ASSOCIATES IS ALSO ORDERED TO COMPLY WITH CERTAINUNDERTAKINGS.


Initiated By: SECURITIES AND EXCHANGE COMMISSION


Other


ORDER INSTITUTING ADMINISTRATIVE AND CEASE AND DESISTPROCEEDINGS AND NOTICE OF HEARING


Docket/Case Number: FILE NO 3-17813

Principal Product Type: Penny Stock(s)


Allegations: SECTION 8A OF THE SECURITIES ACT OF 1933, SECTIONS 15(B) AND 21(C)OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 9(B OF THEINVESTMENT COMPANY ACT OF 1940



Resolution:

Sanctions Ordered: CensureMonetary/Fine $200,000.00Cease and Desist/Injunction

Order






Other Sanctions Ordered: UNDERTAKING

Sanction Details: MEYERS ASSOCIATES IS CENSURED AND ORDERED TO CEASE ANDDESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANYFUTURE VIOLATIONS OF SECTIONS 5(A) AND 5(C) OF HTE SECURITIES ANDEXCHANGE ACT AND SECTION 17(A) OF THE EXCHANGE ACT AND RULE17A-8 THEREUNDER, MEYERS ASSOCIATE IS ORDERED TO PAY A CIVILMONEY PENALTY IN THE AMOUNT OF $200,000.00 TO THE SECURITIES ANDEXCHANGE COMMISSION. MEYERS ASSOCIATES IS ALSO ORDERED TOCOMPLY WITH CERTAIN UNDERTAKINGS

Firm Statement SEC ADMIN RELEASE 33-10392, 34-81254 ?JULY 28, 2017; RESPONDENTHAS SUBMITTED AND OFFER OF SETTLEMENT ("THE OFFER") WHICH THECOMMISSION HAS DETERMINED TO ACCEPT. MEYERS ASSOCIATESWILLFULLY VIOLATED SECTION 5(A) AND 5(C) OF THE SECURITIES ACT ANDSECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-8 THEREUNDER. ITWAS ORDERED THAT MEYERS ASSOCIATES IS CENSURED AND SHALLCEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONSAND ANY FUTURE VIOLATIONS OF SECTION 5(A) AND 5(C) OF THESECURITIES ACT AND SECTION 17(A) OF THE EXCHANGE ACT AND RULE17A-B THEREUNDER. MEYERS ASSOCIATES SHALL PAY A CIVIL MONEYPENALTY IN THE AMOUNT OF $200,000.00 TO THE SECURITIES ANDEXCHANGE COMMISSION. MEYERS IS ALSO ORDERED TO COMPLY WITHCERTAIN UNDERTAKINGS.

CensureMonetary/Fine $200,000.00Cease and Desist/Injunction

Disclosure 12 of 30

i


Allegations: ON DECEMBER 5, 2016, THE BANKING COMMISSIONER ISSUED AN ORDERTO CEASE AND DESIST, NOTICE OF INTENT TO REVOKE REGISTRATION ASA BROKER-DEALER, NOTICE OF INTENT TO FINE AND NOTICE OF RIGHT TOHEARING (DOCKET NO. CRF-16-8342-S) AGAINST MEYERS ASSOCIATES,L.P. (NOW KNOWN AS WINDSOR STREET CAPITAL, LP). THE FIRM HADBEEN THE SUBJECT OF TWO PRIOR REVOCATION PROCEEDINGS, EACHOF WHICH WAS INFORMALLY RESOLVED BY CONSENT ORDER, THE FIRSTCONSENT ORDER BEING ENTERED ON JUNE 14, 2011 (DOCKET NO. RCF-10-7817-S) AND THE SECOND ON MARCH 24, 2015. BOTH CONSENTORDERS CONTEMPLATED THAT THE FIRM WOULD IMPLEMENT REMEDIALMEASURES TO PREVENT FUTURE REGULATORY VIOLATIONS. THECURRENT MATTER, WHICH WAS THE OUTGROWTH OF A FOLLOW-UPINVESTIGATION AND EXAMINATION BY THE DEPARTMENT, ALLEGED THATTHE FIRM FAILED TO ADHERE TO FUNDAMENTAL COMPLIANCEPRINCIPLES. MORE SPECIFICALLY, THE ACTION ALLEGED THAT MEYERSASSOCIATES, L.P. 1) VIOLATED SECTION 36B-14(D) OF THE CONNECTICUTUNIFORM SECURITIES ACT AND SECTION 36B-31-14F OF THEREGULATIONS THEREUNDER BY FAILING TO MAKE REQUIRED BOOKS ANDRECORDS AVAILABLE TO AGENCY STAFF; 2) FAILED TO MAINTAIN TRUE,ACCURATE AND CURRENT BOOKS AND RECORDS; 3) VIOLATED THE 2015CONSENT ORDER BY SELLING SECURITIES LISTED ON THE OTCQB; 4)FAILED TO ESTABLISH, ENFORCE AND MAINTAIN ADEQUATE SUPERVISORYPROCEDURES; 5) VIOLATED SECTION 36B-16 OF THE ACT BY OFFERINGAND SELLING UNREGISTERED SECURITIES; AND 6) MADE MATERIALLYMISLEADING STATEMENTS TO THE DIVISION.







Initiated By: CONNECTICUT


Revocation


ORDER TO CEASE AND DESIST ISSUED DECEMBER 5, 2016NOTICE OF INTENT TO REVOKE REGISTRATION AS A BROKER-DEALERISSUED DECEMBER 5, 2016NOTICE OF INTENT TO FINE ISSUED DECEMBER 5, 2016


Docket/Case Number: CRF-16-8342-S




ON DECEMBER 5, 2016, THE BANKING COMMISSIONER ISSUED AN ORDERTO CEASE AND DESIST, NOTICE OF INTENT TO REVOKE REGISTRATION ASA BROKER-DEALER, NOTICE OF INTENT TO FINE AND NOTICE OF RIGHT TOHEARING (DOCKET NO. CRF-16-8342-S) AGAINST MEYERS ASSOCIATES,L.P. (NOW KNOWN AS WINDSOR STREET CAPITAL, LP). THE FIRM HADBEEN THE SUBJECT OF TWO PRIOR REVOCATION PROCEEDINGS, EACHOF WHICH WAS INFORMALLY RESOLVED BY CONSENT ORDER, THE FIRSTCONSENT ORDER BEING ENTERED ON JUNE 14, 2011 (DOCKET NO. RCF-10-7817-S) AND THE SECOND ON MARCH 24, 2015. BOTH CONSENTORDERS CONTEMPLATED THAT THE FIRM WOULD IMPLEMENT REMEDIALMEASURES TO PREVENT FUTURE REGULATORY VIOLATIONS. THECURRENT MATTER, WHICH WAS THE OUTGROWTH OF A FOLLOW-UPINVESTIGATION AND EXAMINATION BY THE DEPARTMENT, ALLEGED THATTHE FIRM FAILED TO ADHERE TO FUNDAMENTAL COMPLIANCEPRINCIPLES. MORE SPECIFICALLY, THE ACTION ALLEGED THAT MEYERSASSOCIATES, L.P. 1) VIOLATED SECTION 36B-14(D) OF THE CONNECTICUTUNIFORM SECURITIES ACT AND SECTION 36B-31-14F OF THEREGULATIONS THEREUNDER BY FAILING TO MAKE REQUIRED BOOKS ANDRECORDS AVAILABLE TO AGENCY STAFF; 2) FAILED TO MAINTAIN TRUE,ACCURATE AND CURRENT BOOKS AND RECORDS; 3) VIOLATED THE 2015CONSENT ORDER BY SELLING SECURITIES LISTED ON THE OTCQB; 4)FAILED TO ESTABLISH, ENFORCE AND MAINTAIN ADEQUATE SUPERVISORYPROCEDURES; 5) VIOLATED SECTION 36B-16 OF THE ACT BY OFFERINGAND SELLING UNREGISTERED SECURITIES; AND 6) MADE MATERIALLYMISLEADING STATEMENTS TO THE DIVISION.


Resolution:

Other Sanctions Ordered: THE MAY 15, 2017 CONSENT ORDER RESOLVED THE MATTERS ALLEGED INTHE DECEMBER 5, 2016 ADMINISTRATIVE ACTION WITHOUT THE NEEDFOR A HEARING. IN ADDITION TO DIRECTING THE FIRM TO CEASE ANDDESIST FROM REGULATORY VIOLATIONS, THE CONSENT ORDER FINEDTHE FIRM $25,000. THE CONSENT ORDER REFLECTED THE FIRM'SREPRESENTATION THAT, IN LIGHT OF OVER $1 MILLION IN FINESPOTENTIALLY OWED TO FINRA AND THE SEC IN CONJUNCTION WITHPENDING PROCEEDINGS BEFORE THOSE BODIES, THE FIRM WASFINANCIALLY UNABLE TO PAY THE MAXIMUM FINE THAT OTHERWISEWOULD HAVE BEEN ORDERED AS A TERM OF THE CONSENT ORDER.MEYERS ASSOCIATES, L.P. FILED TO WITHDRAW ITS BROKER-DEALERREGISTRATION UNDER THE CONNECTICUT UNIFORM SECURITIES ACT ONFEBRUARY 10, 2017. PURSUANT TO THE CONSENT ORDER, THEWITHDRAWAL BECAME EFFECTIVE ON MAY 15, 2017.


No

Sanctions Ordered: Monetary/Fine $25,000.00Cease and Desist/Injunction

Consent






THE MAY 15, 2017 CONSENT ORDER RESOLVED THE MATTERS ALLEGED INTHE DECEMBER 5, 2016 ADMINISTRATIVE ACTION WITHOUT THE NEEDFOR A HEARING. IN ADDITION TO DIRECTING THE FIRM TO CEASE ANDDESIST FROM REGULATORY VIOLATIONS, THE CONSENT ORDER FINEDTHE FIRM $25,000. THE CONSENT ORDER REFLECTED THE FIRM'SREPRESENTATION THAT, IN LIGHT OF OVER $1 MILLION IN FINESPOTENTIALLY OWED TO FINRA AND THE SEC IN CONJUNCTION WITHPENDING PROCEEDINGS BEFORE THOSE BODIES, THE FIRM WASFINANCIALLY UNABLE TO PAY THE MAXIMUM FINE THAT OTHERWISEWOULD HAVE BEEN ORDERED AS A TERM OF THE CONSENT ORDER.MEYERS ASSOCIATES, L.P. FILED TO WITHDRAW ITS BROKER-DEALERREGISTRATION UNDER THE CONNECTICUT UNIFORM SECURITIES ACT ONFEBRUARY 10, 2017. PURSUANT TO THE CONSENT ORDER, THEWITHDRAWAL BECAME EFFECTIVE ON MAY 15, 2017.

Sanction Details: SEE RESPONSE TO ITEM 13.B.

Regulator Statement MEYERS ASSOCIATES, L.P. WAS AFFORDED AN OPPORTUNITY TOREQUEST A HEARING ON THE ALLEGATIONS. UPDATE: MATTERRESOLVED VIA MAY 15, 2017 CONSENT ORDER.


Initiated By: THE STATE OF CONNECTICUT


Cease and Desist


THE STATE OF CONNECTICUT HAS ENTERED INTO AN ORDER TO CEASEAND DESIST . NOTICE WAS SERVED WITH AN INTENT TO REVOKEREGISTRATION AS A BROKER DEALER


Docket/Case Number: CRF-16-8342-S



Allegations: ALLEGATIONS THAT THE FIRM FAILED TO PRODUCE DOCUMENTS DURINGAN AUDIT CONDUCTED BY THE STATE



Resolution:

Other Sanctions Ordered: THE MAY 15, 2017 CONSENT ORDER RESOLVED THE MATTERS ALLEGED INTHE DECEMBER 5, 2016 ADMINISTRATIVE ACTION WITH OUT THE NEEDFOR A HEARING. IN ADDITION TO DIRECTING THE FIRM TO CEASE ANDDESIST FROM REGULATORY VIOLATIONS, THE CONSENT ORDER FINEDTHE FIRM $25,000. THE CONSENT ORDER REFLECTED THE FIRM'SREPRESENTATION THAT, IN LIGHT OF OVER $1 MILLION IN FINESPOTENTIALLY OWED TO FINRA AND THE SEC IN IN CONJUNCTION WITHPENDING PROCEEDINGS BEFORE THOSE BODIES, THE FIRM WASFINANCIALLY UNABLE TO PAY THE MAXIMUM FINE THAT OTHERWISEWOULD HAVE BEEN ORDERS AS A TERM OF THE CONSENT ORDER.MEYERS ASSOCIATES, LP FILES TO WITHDRAW ITS BROKER-DEALERREGISTRATION UNDER THE CONNECTICUT UNIFORM SECURITIES ACT ONFEBRUARY 10, 2017. PURSUANT TO THE CONSENT ORDER, THEWITHDRAWAL BECAME EFFECTIVE ON MAY 15, 2017


Consent





www.finra.org/brokercheck User GuidanceTHE MAY 15, 2017 CONSENT ORDER RESOLVED THE MATTERS ALLEGED INTHE DECEMBER 5, 2016 ADMINISTRATIVE ACTION WITH OUT THE NEEDFOR A HEARING. IN ADDITION TO DIRECTING THE FIRM TO CEASE ANDDESIST FROM REGULATORY VIOLATIONS, THE CONSENT ORDER FINEDTHE FIRM $25,000. THE CONSENT ORDER REFLECTED THE FIRM'SREPRESENTATION THAT, IN LIGHT OF OVER $1 MILLION IN FINESPOTENTIALLY OWED TO FINRA AND THE SEC IN IN CONJUNCTION WITHPENDING PROCEEDINGS BEFORE THOSE BODIES, THE FIRM WASFINANCIALLY UNABLE TO PAY THE MAXIMUM FINE THAT OTHERWISEWOULD HAVE BEEN ORDERS AS A TERM OF THE CONSENT ORDER.MEYERS ASSOCIATES, LP FILES TO WITHDRAW ITS BROKER-DEALERREGISTRATION UNDER THE CONNECTICUT UNIFORM SECURITIES ACT ONFEBRUARY 10, 2017. PURSUANT TO THE CONSENT ORDER, THEWITHDRAWAL BECAME EFFECTIVE ON MAY 15, 2017

Sanction Details: SEE ABOVE

Disclosure 13 of 30

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Initiated By: FINRA





Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT ITTRANSMITTED TO THE ORDER AUDIT TRAIL SYSTEM (OATS) 273REPORTABLE ORDER EVENTS (ROES), WHICH WERE SUBSEQUENTLYREJECTED BY OATS FOR CONTEXT OR SYNTAX ERRORS AND WEREREPAIRABLE. THE FINDINGS STATED THAT THE FIRM FAILED TO REPAIR272 OF THESE ROES, REPRESENTING 99.633% OF ALL REPAIRABLEREJECTED ROES DURING THE REVIEW PERIOD. AS A RESULT, THE FIRMFAILED TO SUBMIT 272 ROES TO OATS, THEREBY RESULTING IN ANINACCURATE AND OR INCOMPLETE AUDIT TRAIL. THE FINDINGS ALSOSTATED THAT THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FORSUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITHRESPECT TO THE APPLICABLE SECURITIES LAWS AND REGULATIONSCONCERNING OATS REPORTING. SPECIFICALLY, THE FIRM'SSUPERVISORY SYSTEM DID NOT INCLUDE WRITTEN SUPERVISORYPROCEDURES PROVIDING FOR THE IDENTIFICATION OF THE PERSON(S)RESPONSIBLE FOR SUPERVISION WITH RESPECT TO THE APPLICABLERULES. THE FIRM ALSO FAILED TO PROVIDE DOCUMENTARY EVIDENCETHAT DURING THE REVIEW PERIOD IT PERFORMED THE SUPERVISORYREVIEWS SET FORTH IN ITS WRITTEN SUPERVISORY PROCEDURESCONCERNING OATS REPORTING.












Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $15,000.


No




Initiated By: FINRA


Censure


FINE





Allegations: FINRA'S OATS STAFF DETERMINED THAT MEYERS ASSOCIATES HADVIOLATED FINRA RULES 7450, 2010, AND 3010 WITH REGARDS TO ORDERREPORTING FOR THE PERIOD OF JULY 1, 2014 THROUGH SEPTEMBER 30,2014.


Resolution: Acceptance, Waiver & Consent(AWC)








Sanction Details: FINE AMOUNT IS $15,000 AGAINST MEYERS ASSOCIATES PAYMENTPENDING


Disclosure 14 of 30

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Reporting Source: Firm

Initiated By: MONTANA COMMISSIONER OF SECURITIES


Restitution


CIVIL AND ADMINISTRATIVE FINE


Docket/Case Number: CASE # SEC-2015-143



Allegations: FAILURE BY FIRM TO SUPERVISE ONE OF ITS BROKERS EXCESSIVETRADING IN 3 MONTANA RESIDENT ACCOUNTS



Resolution:


Sanction Details: RESTITUTION TOTAL IS $14,265.84, PLUS ADMINISTRATIVE FINE OF $5,000

Sanctions Ordered: Monetary/Fine $19,265.84Disgorgement/Restitution

Order

Disclosure 15 of 30

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Allegations: ON FEBRUARY 10, 2014, THE BANKING COMMISSIONER ISSUED AN ORDERTO CEASE AND DESIST AND NOTICE OF INTENT TO FINE (DOCKET NO.CFNR-14-8132-S) AGAINST MEYERS ASSOCIATES, L.P., A CONNECTICUT-REGISTERED BROKER-DEALER LOCATED AT 45 BROADWAY, SECONDFLOOR, NEW YORK, NEW YORK, AND BRUCE MEYERS, CHIEF EXECUTIVEOFFICER OF THE FIRM. THE ACTION ALSO SOUGHT TO REVOKE THEFIRM'S REGISTRATION AS A BROKER-DEALER AND TO REVOKE THE AGENTREGISTRATION OF BRUCE MEYERS. MEYERS ASSOCIATES, L.P. HAD BEENTHE SUBJECT OF A NOVEMBER 23, 2010 ORDER TO CEASE AND DESIST,NOTICE OF INTENT TO REVOKE REGISTRATION AS A BROKER-DEALER ANDNOTICE OF INTENT TO FINE (DOCKET NO. RCF-10-7817-S) WHICH WASRESOLVED VIA A JUNE 14, 2011 CONSENT ORDER. THE INSTANT ACTIONALLEGED THAT 1) BOTH THE FIRM AND BRUCE MEYERS FAILED TODISCHARGE THEIR SUPERVISORY RESPONSIBILITIES; 2) THE FIRMVIOLATED SECTION 36B-16 OF THE CONNECTICUT UNIFORM SECURITIESACT BY OFFERING AND SELLING UNREGISTERED SECURITIES; 3) THEFIRM, WITH THE MATERIAL ASSISTANCE OF BRUCE MEYERS, VIOLATEDSECTION 36B-14(D) OF THE ACT AND SECTION 36B-31-14F OF THEREGULATIONS THEREUNDER BY FAILING TO MAKE REQUIRED BOOKS ANDRECORDS AVAILABLE TO THE COMMISSIONER; 4) THE FIRM ENGAGED INDISHONEST OR UNETHICAL PRACTICES IN THE SECURITIES BUSINESS;AND 5) PRIOR SANCTIONS ENTERED BY FINRA AGAINST THE FIRM ANDBRUCE MEYERS PROVIDED ADDITIONAL GROUNDS FOR THECONNECTICUT REVOCATION ACTION.









Revocation


ORDER TO CEASE AND DESIST, NOTICE OF INTENT TO REVOKEREGISTRATION AS A BROKER-DEALER AND NOTICE OF INTENT TO FINEISSUED FEBRUARY 10, 2014. AMENDED AND RESTATED ORDER TO CEASEAND DESIST, AMENDED AND RESTATED NOTICE OF INTENT TO REVOKEREGISTRATION AS A BROKER-DEALER AND AS A BROKER-DEALER AGENTAND AMENDED AND RESTATED NOTICE OF INTENT TO FINE ISSUEDFEBRUARY 13, 2015.


Docket/Case Number: CFNR-14-8132-S






Resolution:


Yes

Consent






Other Sanctions Ordered: CONSENT ORDER ENTERED MARCH 24, 2015 WITH MEYERS ASSOCIATES,L.P. AND BRUCE MEYERS. IN ADDITION TO DIRECTING BOTHRESPONDENTS TO CEASE AND DESIST FROM REGULATORY VIOLATIONS,THE CONSENT ORDER REQUIRED THAT THE RESPONDENTS PAY A $50,000FINE TO THE DEPARTMENT. IN ADDITION, THE CONSENT ORDERSUSPENDED THE FIRM'S CONNECTICUT BROKER-DEALER REGISTRATIONFOR 60 DAYS. IF, FOLLOWING THAT 60 DAY PERIOD, THE FINE REMAINEDUNPAID, THE SUSPENSION WOULD REMAIN IN EFFECT UNTIL THE FINEWAS PAID IN FULL. THE CONSENT ORDER ALSO REQUIRED THATRESPONDENT BRUCE MEYERS WITHDRAW HIS CONNECTICUTREGISTRATION AS A BROKER-DEALER AGENT OF MEYERS ASSOCIATES,L.P. THE CONSENT ORDER ALSO OBLIGATED MEYERS ASSOCIATES, L.P. TO1) RETAIN AN INDEPENDENT CONSULTANT TO REVIEW THE FIRM'SCOMPLIANCE PROCEDURES; AND 2) NOTIFY THE DIVISION WITHIN SEVENBUSINESS DAYS OF ANY REPORTABLE DISCIPLINARY ITEMS, INCLUDING,WITHOUT LIMITATION, PENDING REGULATORY INVESTIGATIONS ANDINQUIRIES INITIATED AGAINST MEYERS ASSOCIATES, L.P. OR ANY OF ITSOFFICERS, DIRECTORS, CONTROL PERSONS, AGENTS, EMPLOYEES ORREPRESENTATIVES. IN ADDITION, THE CONSENT ORDER RESTRICTED THEFIRM'S CONNECTICUT BUSINESS ACTIVITY FOR THREE YEARS TOTRANSACTIONS IN INVESTMENT COMPANY SECURITIES; GOVERNMENTALSECURITIES; EXCHANGE-LISTED OPTIONS; AND SECURITIES LISTED ONTHE NEW YORK STOCK EXCHANGE, THE AMERICAN STOCK EXCHANGE,THE NASDAQ GLOBAL SELECT MARKET, THE NASDAQ GLOBAL MARKET,AND THE NASDAQ CAPITAL MARKET. DURING THE THREE YEAR PERIOD,THE FIRM WOULD BE PROHIBITED FROM SELLING IN CONNECTICUTSECURITIES LISTED OR TRADED ON THE OTC BULLETIN BOARD, OTCQBMARKETPLACE OR THE OTC PINK MARKETPLACE.


Regulator Statement PROCEDURAL STATUS: HEARING IN PROGRESS. DETAILS ON ACTION ASAMENDED FEBRUARY 13, 2015 (ALLEGATIONS): AS AMENDED, THE ACTIONALLEGED THAT 1) BOTH THE FIRM AND BRUCE MEYERS FAILED TODISCHARGE THEIR SUPERVISORY RESPONSIBILITIES; 2) THE FIRMVIOLATED SECTION 36B-16 OF THE CONNECTICUT UNIFORM SECURITIESACT BY OFFERING AND SELLING UNREGISTERED SECURITIES; 3) THEFIRM, WITH THE MATERIAL ASSISTANCE OF BRUCE MEYERS, VIOLATEDSECTION 36B-14(D) OF THE ACT AND SECTION 36B-31-14F OF THEREGULATIONS THEREUNDER BY FAILING TO MAKE REQUIRED BOOKS ANDRECORDS AVAILABLE TO THE COMMISSIONER; 4) THE FIRM FAILED TOMAINTAIN COMPLETE AND ACCURATE BOOKS AND RECORDS; 5) THE FIRMFAILED TO HALT IMPROPER COMMISSION SPLITTING BY ITS AGENTS; 6)THE FIRM ENGAGED IN DISHONEST OR UNETHICAL PRACTICES IN THESECURITIES BUSINESS; 7) PRIOR SANCTIONS ENTERED BY FINRAAGAINST THE FIRM AND BRUCE MEYERS PROVIDED ADDITIONALGROUNDS FOR THE CONNECTICUT REVOCATION ACTION; 8) THE FIRMPROVIDED INACCURATE, FALSE OR MISLEADING INFORMATION TO THECOMMISSIONER; AND 9) THE FIRM EMPLOYED AT LEAST ONEUNREGISTERED AGENT IN VIOLATION OF SECTION 36B-6(B) OF THECONNECTICUT UNIFORM SECURITIES ACT. UPDATE: CONSENT ORDERENTERED MARCH 24, 2015 (SEE RESPONSE TO ITEM 13.B. FOR TERMS).UPDATE: $50,000 FINE PAYMENT RECEIVED JUNE 17, 2015.


Yes






www.finra.org/brokercheck User GuidancePROCEDURAL STATUS: HEARING IN PROGRESS. DETAILS ON ACTION ASAMENDED FEBRUARY 13, 2015 (ALLEGATIONS): AS AMENDED, THE ACTIONALLEGED THAT 1) BOTH THE FIRM AND BRUCE MEYERS FAILED TODISCHARGE THEIR SUPERVISORY RESPONSIBILITIES; 2) THE FIRMVIOLATED SECTION 36B-16 OF THE CONNECTICUT UNIFORM SECURITIESACT BY OFFERING AND SELLING UNREGISTERED SECURITIES; 3) THEFIRM, WITH THE MATERIAL ASSISTANCE OF BRUCE MEYERS, VIOLATEDSECTION 36B-14(D) OF THE ACT AND SECTION 36B-31-14F OF THEREGULATIONS THEREUNDER BY FAILING TO MAKE REQUIRED BOOKS ANDRECORDS AVAILABLE TO THE COMMISSIONER; 4) THE FIRM FAILED TOMAINTAIN COMPLETE AND ACCURATE BOOKS AND RECORDS; 5) THE FIRMFAILED TO HALT IMPROPER COMMISSION SPLITTING BY ITS AGENTS; 6)THE FIRM ENGAGED IN DISHONEST OR UNETHICAL PRACTICES IN THESECURITIES BUSINESS; 7) PRIOR SANCTIONS ENTERED BY FINRAAGAINST THE FIRM AND BRUCE MEYERS PROVIDED ADDITIONALGROUNDS FOR THE CONNECTICUT REVOCATION ACTION; 8) THE FIRMPROVIDED INACCURATE, FALSE OR MISLEADING INFORMATION TO THECOMMISSIONER; AND 9) THE FIRM EMPLOYED AT LEAST ONEUNREGISTERED AGENT IN VIOLATION OF SECTION 36B-6(B) OF THECONNECTICUT UNIFORM SECURITIES ACT. UPDATE: CONSENT ORDERENTERED MARCH 24, 2015 (SEE RESPONSE TO ITEM 13.B. FOR TERMS).UPDATE: $50,000 FINE PAYMENT RECEIVED JUNE 17, 2015.


Initiated By: STATE OF CONNECTICUT


Suspension






Allegations: 1) FAILING TO ENFORCE SUPERVISORY PROCEDURES; 2) OFFERING /SELLING UNREGISTERED SECURITIES IN CT; 3) FAILED TO PROVIDEREQUIRED BOOKS AND RECORDS TO CT COMMISSIONER WHENREQUESTED; 4) FAILED TO MAINTAIN BOOKS AND RECORDS 5)EMPLOYING UNREGISTERED AGENTS 6) MAKING FALSE STATEMENTS TOCT COMMISSIONER 7) ENGAGING IN DISHONEST AND UNETHICALPRACTICES



Resolution: Consent








Sanction Details: SUSPENSION START DATE 03/24/20015 FOR 60 DAYS; NO TRANSACTIONSEXCEPT UNSOLICITED LIQUIDATION OF SECURITIES; $50,000 FINEAGAINST APPLICANT AND CONTROL AFFILIATE JOINTLY AND SEVERALLY,FINE IS DUE UPON COMPLETION OF THE SUSPENSION AND NO PORTIONIS WAIVED.


Disclosure 16 of 30

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Initiated By: FINRA





Principal Product Type: Debt - Municipal


Allegations: MSRB RULES G-8, G-14, G-14(B)(II) - MEYERS ASSOCIATES, L.P. FAILED TOREPORT THE CORRECT TRADE TIME TO THE REAL-TIME TRANSACTIONREPORTING SYSTEM (RTRS) IN MUNICIPAL SECURITIES TRANSACTIONREPORTS. THE FIRM FAILED TO REPORT INFORMATION REGARDINGPURCHASE AND SALE TRANSACTIONS EFFECTED IN MUNICIPALSECURITIES TO THE RTRS IN THE MANNER PRESCRIBED BY RULE G-14RTRS PROCEDURES AND THE RTRS USERS MANUAL; THE FIRM FAILED TOREPORT INFORMATION ABOUT SUCH TRANSACTIONS WITHIN 15 MINUTESOF TRADE TIME TO AN RTRS PORTAL. THE FIRM FAILED TO SHOW THECORRECT EXECUTION TIME ON BROKERAGE ORDER MEMORANDUM.



Resolution:


No









Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $6,500 FOR MSRB RULEVIOLATIONS. FINE PAID IN FULL ON JULY 31, 2013.


No



Initiated By: FINRA


Censure


CENSURE AND FINE





Allegations: MSRB RULES G-8, G-14, G-14(B)(II) - MEYERS ASSOCIATES, L.P. FAILED TOREPORT THE CORRECT TRADE TIME TO THE REAL-TIME TRANSACTIONREPORTING SYSTEM (RTRS) IN MUNICIPAL SECURITIES TRANSACTIONREPORTS. THE FIRM FAILED TO REPORT INFORMATION REGARDINGPURCHASE AND SALE TRANSACTIONS EFFECTED IN MUNICIPALSECURITIES TO THE RTRS IN THE MANNER PRESCRIBED BY RULE G-14RTRS PROCEDURES AND THE RTRS USERS MANUAL; THE FIRM FAILED TOREPORT INFORMATION ABOUT SUCH TRANSACTIONS WITHIN 15 MINUTESOF TRADE TIME TO AN RTRS PORTAL. THE FIRM FAILED TO SHOW THECORRECT EXECUTION TIME ON BROKERAGE ORDER MEMORANDUM.



Resolution: Acceptance, Waiver & Consent(AWC)









Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS;THEREFORE, THE FIRM IS CENSURED AND FINED $6,500 FOR MSRB RULEVIOLATIONS.


Disclosure 17 of 30

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Initiated By: FINRA





Other Product Type(s): DESIGNATED SECURITIES

Allegations: NASD RULES 2110, 3010, 4632(A)(1),4632(A)(4), 4632(D), 6955(A) - MEYERSASSOCIATES, L.P. FAILED TO TRANSMIT NUMEROUS REPORTABLE ORDEREVENTS (ROES) TO THE ORDER AUDIT TRAIL SYSTEM (OATS). THE FIRMFAILED TO REPORT, WITHIN 90 SECONDS OF EXECUTION, TO THEFINRA/NASDAQ TRADE REPORTING FACILITY (FNTRF) LAST SALEREPORTS OF TRANSACTIONS IN DESIGNATED SECURITIES EXECUTEDDURING NORMAL MARKET HOURS. THE FIRM INCORRECTLY DESIGNATEDAS LATE TO THE FNTRF LAST SALE REPORTS OF TRANSACTIONS INDESIGNATED SECURITIES THAT WERE REPORTED TO THE FNTRF WITHIN90 SECONDS OF EXECUTION AND FAILED TO DESIGNATE AS LATE TO THEFNTRF LAST SALE REPORTS OF TRANSACTIONS IN DESIGNATEDSECURITIES THAT HAD NOT BEEN TRANSMITTED TO THE FNTRF WITHIN 90SECONDS AFTER EXECUTION. THE FIRM ERRONEOUSLY REPORTED TOTHE FNTRF FOR PUBLICATION PURPOSES LAST SALE REPORTS THATREFLECTED THE OFFSETTING, RISKLESS PORTION OF EACHTRANSACTION. THE FIRM FAILED TO ESTABLISH, MAINTAIN AND ENFORCEWRITTEN PROCEDURES TO SUPERVISE THE TYPES OF BUSINESSES INWHICH IT WAS ENGAGED THAT WERE REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND NASD RULES REGARDING OATS REPORTING ANDTRADE REPORTING.











Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRMCONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $25,000. FINEPAID IN FULL ON JANUARY 9, 2014.


No


Decision & Order of Offer of Settlement


Allegations: NASD RULES 2110, 3010, 4632(A)(1),4632(A)(4), 4632(D), 6955(A) - MEYERSASSOCIATES, L.P. FAILED TO TRANSMIT NUMEROUS REPORTABLE ORDEREVENTS (ROES) TO THE ORDER AUDIT TRAIL SYSTEM (OATS). THE FIRMFAILED TO REPORT, WITHIN 90 SECONDS OF EXECUTION, TO THEFINRA/NASDAQ TRADE REPORTING FACILITY (FNTRF) LAST SALEREPORTS OF TRANSACTIONS IN DESIGNATED SECURITIES EXECUTEDDURING NORMAL MARKET HOURS. THE FIRM INCORRECTLY DESIGNATEDAS LATE TO THE FNTRF LAST SALE REPORTS OF TRANSACTIONS INDESIGNATED SECURITIES THAT WERE REPORTED TO THE FNTRF WITHIN90 SECONDS OF EXECUTION AND FAILED TO DESIGNATE AS LATE TO THEFNTRF LAST SALE REPORTS OF TRANSACTIONS IN DESIGNATEDSECURITIES THAT HAD NOT BEEN TRANSMITTED TO THE FNTRF WITHIN 90SECONDS AFTER EXECUTION. THE FIRM ERRONEOUSLY REPORTED TOTHE FNTRF FOR PUBLICATION PURPOSES LAST SALE REPORTS THATREFLECTED THE OFFSETTING, RISKLESS PORTION OF EACHTRANSACTION. THE FIRM FAILED TO ESTABLISH, MAINTAIN AND ENFORCEWRITTEN PROCEDURES TO SUPERVISE THE TYPES OF BUSINESSES INWHICH IT WAS ENGAGED THAT WERE REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND NASD RULES REGARDING OATS REPORTING ANDTRADE REPORTING.







Initiated By: FINRA






Other Product Type(s): DESIGNATED SECURITIES

NASD RULES 2110, 3010, 4632(A)(1),4632(A)(4), 4632(D), 6955(A) - MEYERSASSOCIATES, L.P. FAILED TO TRANSMIT NUMEROUS REPORTABLE ORDEREVENTS (ROES) TO THE ORDER AUDIT TRAIL SYSTEM (OATS). THE FIRMFAILED TO REPORT, WITHIN 90 SECONDS OF EXECUTION, TO THEFINRA/NASDAQ TRADE REPORTING FACILITY (FNTRF) LAST SALEREPORTS OF TRANSACTIONS IN DESIGNATED SECURITIES EXECUTEDDURING NORMAL MARKET HOURS. THE FIRM INCORRECTLY DESIGNATEDAS LATE TO THE FNTRF LAST SALE REPORTS OF TRANSACTIONS INDESIGNATED SECURITIES THAT WERE REPORTED TO THE FNTRF WITHIN90 SECONDS OF EXECUTION AND FAILED TO DESIGNATE AS LATE TO THEFNTRF LAST SALE REPORTS OF TRANSACTIONS IN DESIGNATEDSECURITIES THAT HAD NOT BEEN TRANSMITTED TO THE FNTRF WITHIN 90SECONDS AFTER EXECUTION. THE FIRM ERRONEOUSLY REPORTED TOTHE FNTRF FOR PUBLICATION PURPOSES LAST SALE REPORTS THATREFLECTED THE OFFSETTING, RISKLESS PORTION OF EACHTRANSACTION. THE FIRM FAILED TO ESTABLISH, MAINTAIN AND ENFORCEWRITTEN PROCEDURES TO SUPERVISE THE TYPES OF BUSINESSES INWHICH IT WAS ENGAGED THAT WERE REASONABLY DESIGNED TOACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS,REGULATIONS AND NASD RULES REGARDING OATS REPORTING ANDTRADE REPORTING.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRMCONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS, THEREFORE, THE FIRM IS CENSURED AND FINED $25,000.



Disclosure 18 of 30

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Initiated By: MISSOURI SECURITIES DIVISION


Docket/Case Number: AP-10-42

URL for Regulatory Action: HTTPS://WWW.SOS.MO.GOV/CMSIMAGES/SECURITIES/ORDERS/AP-10-42B.PDF

Allegations: THE ENFORCEMENT SECTION OF THE MISSOURI SECURITIES DIVISIONALLEGES MULTIPLE VIOLATIONS OF TRANSACTING BUSINESS AS ANUNREGISTERED AGENT, EMPLOYING AN UNREGISTERED AGENT, ANDMULTIPLE VIOLATIONS OF MAKING AN UNTRUE STATEMENT OR OMITTINGTO STATE MATERIAL FACTS IN CONNECTION WITH THE OFFER OR SALEOF A SECURITY.








Cease and Desist


URL for Regulatory Action: HTTPS://WWW.SOS.MO.GOV/CMSIMAGES/SECURITIES/ORDERS/AP-10-42B.PDF

Principal Product Type: Equity Listed (Common & Preferred Stock)



Resolution:

Other Sanctions Ordered: RESPONDENT MEYERS, ITS AGENTS, EMPLOYEES AND SERVANTS, ANDALL OTHER PERSONS PARTICIPATING IN OR ABOUT TO PARTICIPATE AREPROHIBITED FROM VIOLATING OR MATERIALLY AIDING IN ANY VIOLATIONOF SECTION 409.4-402(D) BY EMPLOYING AN UNREGISTERED AGENT.

Sanction Details: RESPONDENT MEYERS, ITS AGENTS, EMPLOYEES AND SERVANTS, ANDALL OTHER PERSONS PARTICIPATING IN OR ABOUT TO PARTICIPATE AREPROHIBITED FROM VIOLATING OR MATERIALLY AIDING IN ANY VIOLATIONOF SECTION 409.4-402(D) BY EMPLOYING AN UNREGISTERED AGENT.

Regulator Statement $1,000 PENALTY HAS BEEN PAID IN FULL.


No


Order


Initiated By: MISSOURI DIVISION OF SECURITIES

Allegations: THE ENFORCEMENT SECTION OF THE MISSOURI SECURITIES DIVISIONALLEGES MULTIPLE VIOLATIONS OF TRANSACTING BUSINESS AS ANUNREGISTERED AGENT, EMPLOYING AN UNREGISTERED AGENT ANDMULTIPLE VIOLATIONS OF MAKING AN UNTRUE STATEMENT OR OMITTINGTO STATE MATERIAL FACTS IN CONNECTION WITH THE OFFER OR SALEOF A SECURITY.








Cease and Desist



Docket/Case Number: AP-10-42




Resolution:


Sanction Details: $1,000 FINE AGAINST APPLICANT ONLY, PAYMENT TO BE MADE MARCH 14,2016

Firm Statement PAYMENT TO BE MADE ON MARCH 14, 2016.


Order

Disclosure 19 of 30

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Allegations: ON NOVEMBER 23, 2010, THE CONNECTICUT BANKING COMMISSIONERISSUED AN ORDER TO CEASE AND DESIST, NOTICE OF INTENT TO REVOKEREGISTRATION AS BROKER-DEALER AND NOTICE OF INTENT TO FINE(DOCKET NO. RCF-10-7817-S) AGAINST MEYERS ASSOCIATES, L.P. THEACTION ALLEGED THAT THE FIRM VIOLATED SECTION 36B-6(B) OF THECONNECTICUT UNIFORM SECURITIES ACT BY EMPLOYINGUNREGISTERED AGENTS; AND THAT THE FIRM SOLD UNREGISTEREDSECURITIES IN CONTRAVENTION OF SECTION 36B-16 OF THE ACT. INADDITION, THE ACTION ALLEGED THAT THE FIRM ENGAGED INFRAUDULENT, DISHONEST AND UNETHICAL CONDUCT BY FAILING TODISCLOSE TO CONNECTICUT CUSTOMERS THAT A "HANDLING FEE"CHARGED BY THE FIRM INCLUDED A PROFIT TO THE FIRM, THAT CERTAINCUSTOMERS PAID LOWER FEES AND THAT THE FEE WAS NOT BASED ONTHE COSTS OF HANDLING A PARTICULAR TRANSACTION. THE ACTIONALSO ALLEGED THAT THE FIRM FAILED TO EXERCISE ADEQUATESUPERVISORY CONTROLS OVER ITS OPERATIONS.









Civil and Administrative Penalt(ies) /Fine(s)


11/23/2010: ORDER TO CEASE AND DESIST ISSUED11/23/2010: NOTICE OF INTENT TO FINE ISSUED11/23/2010: NOTICE OF INTENT TO REVOKE REGISTRATION AS BROKER-DEALER ISSUED


Docket/Case Number: RCF-10-7817-S





Resolution:

Other Sanctions Ordered: IN RESOLUTION OF THE MATTER, THE JUNE 14, 2011 CONSENT ORDERFINED THE FIRM $12,500, AND DIRECTED THE FIRM TO CEASE AND DESISTFROM REGULATORY VIOLATIONS. IN ADDITION, THE CONSENT ORDERREQUIRED THAT THE FIRM 1) REIMBURSE AFFECTED CONNECTICUTCUSTOMERS THE DIFFERENCE BETWEEN THE PER TRANSACTION "HANDLING FEE" PAID BY THE CUSTOMER AND THE ACTUAL AMOUNT OFTHE FIRM'S TICKET AND CLEARING CHARGE AND THE POSTAGE FEEASSESSED BY THE FIRM'S CLEARING FIRM; 2) RETAIN AN INDEPENDENTCONSULTANT TO REVIEW THE FIRM'S OPERATIONS AND MAKECOMPLIANCE RECOMMENDATIONS; AND 3) REIMBURSE THE DEPARTMENTUP TO $3,500 TO COVER THE COST OF ONE OR MORE EXAMINATIONS TOBE CONDUCTED BY THE DIVISION WITHIN TWELVE MONTHS FOLLOWINGTHE ENTRY OF THE CONSENT ORDER.


Regulator Statement MEYERS ASSOCIATES, L.P. WAS AFFORDED AN OPPORTUNITY TOREQUEST A HEARING ON THE ORDER TO CEASE AND DESIST, NOTICE OFINTENT TO FINE AND NOTICE OF INTENT TO REVOKE REGISTRATION ASBROKER-DEALER. UPDATE: RESOLVED BY CONSENT ORDER ENTEREDON JUNE 14, 2011.


Consent











11/23/2010 ORDER TO CEASE AND DESIST ISSUED 11/23/2010. NOTICE OFINTENT TO FINE ISSUED 11/23/10. NOTICE OF INTENT TO REVOKEREGISTRATION AS BROKER-DEALER ISSUED.


Docket/Case Number: RCF-10-7817-S



Allegations: ON NOVEMBER 23, 2010, THE CONNECTICUT BANKING COMMISSIONISSUED AN ORDER TO CEASE AND DESIST, NOTICE OF INTENT TO REVOKEREGISTRATION AS BROKER-DEALER AND NOTICE OF INTENT TO FINE(DOCKET NO. RCF-10-7817-S) AGAINST MEYERS ASSOCIATES, L.P. THEACTION ALLEGED THAT THE FIRM VIOLATED VIOLATED SECTION 36B-6(B)OF THE CONNECTICUT UNIFORM SECURITIES ACT BY EMPLOYINGUNREGISTERED AGENTS AND THAT THE FIRM SOLD UNREGISTEREDSECURITIES IN CONTRAVENTION OF SECTION 36B-16 OF THE ACT. INADDITION, THE ACTION ALLEGED THAT THE FIRM ENGAGED INFRAUDULENT, DISHONEST AND UNETHICAL CONDUCT BY FAILING TODISCLOSE TO CONNECTICUT CUSTOMERS THAT A "HANDLING FEE"CHARGED BY THE FIRM INCLUDED A PROFIT TO THE FIRM, THAT CERTAINCUSTOMERS PAID LOWER FEES AND THAT THE FEE WAS NOT BASED ONTHE COSTS OF HANDLING A PARTICULAR TRANSACTION. THE ACTIONALSO ALLEGED THAT THE FIRM FAILED TO EXERCISE ADEQUATESUPERVISORY CONTROLS OVER ITS OPERATIONS.



Resolution:


Sanction Details: IN RESOLUTION OF THE MATTER, THE JUNE 14,2011 CONSENT ORDERFINED THE FIRM $12,500, AND DIRECTED THE FIRM TO CEASE AND DESISTFROM REGULATORY VIOLATIONS. IN ADDITION,THE CONSENT ORDERREQUIRED THAT THE FIRM 1) REIMBURSE AFFECTED CONNECTICUTCUSTOMERS THE DIFFERENCE BETWEEN THE PER TRANSACTION "HANDLING FEE" PAID BY THE CUSTOMER AND THE ACTUAL AMOUNT OFTHE FIRM'S TICKET AND CLEARING CHARGE AND THE POSTAGE FEEASSESSED BY THE FIRM'S CLEARING FIRM; 2)RETAIN AN INDEPENDENTCONSULTANT TO REVIEW THE FIRM'S OPERATIONS AND MAKECOMPLIANCE RECOMMENDATIONS; AND 3) REIMBURSE THE DEPARTMENTUP TO $3,500 TO COVER THE COST OF ONE OR MORE EXAMINATIONS TOBE CONDUCTED BY THE DIVISION WITHIN TWELVE MONTHS FOLLOWINGTHE ENTRY OF THE CONSENT ORDER.


Consent






IN RESOLUTION OF THE MATTER, THE JUNE 14,2011 CONSENT ORDERFINED THE FIRM $12,500, AND DIRECTED THE FIRM TO CEASE AND DESISTFROM REGULATORY VIOLATIONS. IN ADDITION,THE CONSENT ORDERREQUIRED THAT THE FIRM 1) REIMBURSE AFFECTED CONNECTICUTCUSTOMERS THE DIFFERENCE BETWEEN THE PER TRANSACTION "HANDLING FEE" PAID BY THE CUSTOMER AND THE ACTUAL AMOUNT OFTHE FIRM'S TICKET AND CLEARING CHARGE AND THE POSTAGE FEEASSESSED BY THE FIRM'S CLEARING FIRM; 2)RETAIN AN INDEPENDENTCONSULTANT TO REVIEW THE FIRM'S OPERATIONS AND MAKECOMPLIANCE RECOMMENDATIONS; AND 3) REIMBURSE THE DEPARTMENTUP TO $3,500 TO COVER THE COST OF ONE OR MORE EXAMINATIONS TOBE CONDUCTED BY THE DIVISION WITHIN TWELVE MONTHS FOLLOWINGTHE ENTRY OF THE CONSENT ORDER.

Firm Statement MEYERS ASSOCIATES, L.P. WAS AFFORDED AN OPPORTUNITY TOREQUEST A HEARING ON THE ORDER TO CEASE AND DESIST, NOTICE OFINTENT TO FINE AND NOTICE OF INTENT TO REVOKE REGISTRATION ASBROKER-DEALER. UPDATE: RESOLVED BY CONSENT ORDER ENTERED ONJUNE 14,2011.

Disclosure 20 of 30

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Initiated By: FINRA


Other


N/A





Allegations: FINRA RULES 2010, 8210: MEYERS ASSOCIATES, LP, ACTING THROUGH ANINDIVIDUAL, FAILED TO RESPOND TO FINRA REQUESTS FOR INFORMATIONAND UNTIMELY RESPONDED TO FINRA REQUESTS FOR INFORMATION ANDDOCUMENTATION.



Resolution:


No









Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRMCONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE IT IS CENSURED AND FINED $35,000, JOINTLY ANDSEVERALLY.



Initiated By: FINANCIAL REGULATORY AUTHORITY


Other






Allegations: FINRA RULES 2010, 8210: MEYERS ASSOCIATES, L.P. ACTING THROUGHINDIVIDUALS, FAILED TO RESPOND TO FINRA REQUESTS FORINFORMATION AND UNTIMELY RESPONDED TO FINRA REQUESTS FORINFORMATION AND DOCUMENTATION.



Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRMCONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS, THEREOFRE, THE FIRM IS CENSURED AND FINED $35,000,JOINTLY AND SEVERALLY. MR. BRUCE MEYERS, THE CONTROL AFFILIATEWAS ALSO SUSPENDED IN ALL CAPACITIES FOR 4 MONTHS (12/5/11-4/4/12),WHICH IS REPORTED ON MR. BRUCE MEYERS U4 OCC ID 1533026









Disclosure 21 of 30

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Initiated By: FINRA


Other


N/A





Allegations: FINRA RULES 2010, 8210: THE FIRM FAILED TO RESPOND TO FINRAREQUESTS FOR INFORMATION AND DOCUMENTS.



APPEALED TO THE NATIONAL ADJUDICATORY COUNCIL (NAC) ON MAY 18,2011


Resolution:

Other Sanctions Ordered: COSTS

Sanction Details: HEARING PANEL DECISION RENDERED APRIL 25, 2011 WHEREIN MEYERSASSOCIATES, L.P. IS FINED $50,000 FOR FAILING TO RESPOND TO FINRAREQUESTS FOR INFORMATION, IN VIOLATION OF FINRA RULES 2010 AND8210, AND ORDERED TO PAY COSTS IN THE AMOUNT OF $4,045.95. THEFINE AND COSTS SHALL BE PAYABLE ON A DATE SET BY FINRA, BUT NOTLESS THAN 30 DAYS AFTER THIS DECISION BECOMES FINRA'S FINALDISCIPLINARY ACTION. ON MAY 18, 2011, THE FIRM APPEALED THEHEARING PANEL'S DECISION TO THE NAC. ON MAY 23, 2011, FINRA'SDEPARTMENT OF ENFORCEMENT CROSS-APPEALED THE HEARINGPANEL'S DECISION TO THE NAC. ON NOVEMBER 10, 2011, THE FIRMWITHDREW ITS APPEAL. ON NOVEMBER 11, 2011, ENFORCEMENTWITHDREW ITS APPEAL. THE DECISION IS FINAL NOVEMBER 11, 2011.

FINE PAID IN FULL ON JANUARY 8, 2015.


No

Sanctions Ordered: Monetary/Fine $50,000.00

Decision







HEARING PANEL DECISION RENDERED APRIL 25, 2011 WHEREIN MEYERSASSOCIATES, L.P. IS FINED $50,000 FOR FAILING TO RESPOND TO FINRAREQUESTS FOR INFORMATION, IN VIOLATION OF FINRA RULES 2010 AND8210, AND ORDERED TO PAY COSTS IN THE AMOUNT OF $4,045.95. THEFINE AND COSTS SHALL BE PAYABLE ON A DATE SET BY FINRA, BUT NOTLESS THAN 30 DAYS AFTER THIS DECISION BECOMES FINRA'S FINALDISCIPLINARY ACTION. ON MAY 18, 2011, THE FIRM APPEALED THEHEARING PANEL'S DECISION TO THE NAC. ON MAY 23, 2011, FINRA'SDEPARTMENT OF ENFORCEMENT CROSS-APPEALED THE HEARINGPANEL'S DECISION TO THE NAC. ON NOVEMBER 10, 2011, THE FIRMWITHDREW ITS APPEAL. ON NOVEMBER 11, 2011, ENFORCEMENTWITHDREW ITS APPEAL. THE DECISION IS FINAL NOVEMBER 11, 2011.

FINE PAID IN FULL ON JANUARY 8, 2015.


Initiated By: FINRA


Other


N/A





Allegations: FINRA RULES 2010, 8210 - FIRM FAILED TO RESPOND TO FINRA REQUESTSFOR INFORMATION AND DOCUMENTS.



APPEALED TO THE NATIONAL ADJUDICATORY COUNCIL (NAC) ON MAY18,2011.


Resolution:

Other Sanctions Ordered: COSTS

Sanction Details: HEARING PANEL DECISION RENDERED APRIL 25, 2011 WHEREIN MEYERSASSOCIATES, L.P. IS FINED $50,000 FOR FAILING TO RESPOND TO FINRAREQUESTS FOR INFORMATION IN VIOLATION OF FINRA RULES 2010 AND8210, AND ORDERED TO PAY COSTS IN THE AMOUNT OF $4,045.95. THEFINE AND COSTS SHALL BE PAYABLE ON A DATE SET BY FINRA, BUT NOTLESS THAN 30 DAYS AFTER THIS DECISION BECOMES FINRA'S FINALDISCIPLINARY ACTION. ON MAY 18, 2011 , THE FIRM APPEALED THEHEARING PANEL'S DECISION TO THE NAC. ON MAY 23, 2011, FINRA'SDEPARTMENT OF ENFORCEMENT CROSS-APPEALED THE HEARINGPANEL'S DECISION TO THE NAC. ON NOVEMBER 10, 2011, THE FIRMWITHDREW ITS APPEAL. ON NOVEMBER 11, 2011, ENFORCEMENTWITHDREW ITS APPEAL. THE DECISION IS FINAL NOVEMBER 11, 2011.


Decision







HEARING PANEL DECISION RENDERED APRIL 25, 2011 WHEREIN MEYERSASSOCIATES, L.P. IS FINED $50,000 FOR FAILING TO RESPOND TO FINRAREQUESTS FOR INFORMATION IN VIOLATION OF FINRA RULES 2010 AND8210, AND ORDERED TO PAY COSTS IN THE AMOUNT OF $4,045.95. THEFINE AND COSTS SHALL BE PAYABLE ON A DATE SET BY FINRA, BUT NOTLESS THAN 30 DAYS AFTER THIS DECISION BECOMES FINRA'S FINALDISCIPLINARY ACTION. ON MAY 18, 2011 , THE FIRM APPEALED THEHEARING PANEL'S DECISION TO THE NAC. ON MAY 23, 2011, FINRA'SDEPARTMENT OF ENFORCEMENT CROSS-APPEALED THE HEARINGPANEL'S DECISION TO THE NAC. ON NOVEMBER 10, 2011, THE FIRMWITHDREW ITS APPEAL. ON NOVEMBER 11, 2011, ENFORCEMENTWITHDREW ITS APPEAL. THE DECISION IS FINAL NOVEMBER 11, 2011.

Disclosure 22 of 30

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Initiated By: FINRA







Allegations: SECTION 17 OF THE SECURITIES EXCHANGE ACT OF 1934, RULE 17A-4THEREUNDER AND NASD RULES 2110, 3010(D) AND 3110: RESPONDENTMEMBER FIRM FAILED TO ESTABLISH AND MAINTAIN A SYSTEM TO RETAINFOR MORE THAN 30 DAYS ITS ELECTRONIC COMMUNICATIONS RELATEDTO THE FIRM'S BUSINESS AND RETAIN A RECORD OF SUPERVISORYREVIEW OF THOSE ELECTRONIC COMMUNICATIONS.



Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, RESPONDENT MEMBERFIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE, FIRM IS CENSURED AND FINED $60,000. FINE PAIDIN FULL DECEMBER 15, 2011.


No









WITHOUT ADMITTING OR DENYING THE FINDINGS, RESPONDENT MEMBERFIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE, FIRM IS CENSURED AND FINED $60,000. FINE PAIDIN FULL DECEMBER 15, 2011.


Initiated By: FINANCIAL REGULATORY AUTHORITY, ("FINRA")


Censure


CENSURE AND FINE OF $60,000.00


Docket/Case Number: NO. 2007007-2540-02



Allegations: THE FIRM FAILED TO RETAIN ELECTRONIC MAIL AS PROSCRIBED BYFEDERAL REGULATIONS.



Resolution:


Sanction Details: THE FIRM WAS CENSURED AND FINED $60,000.00

Firm Statement THE VENDOR THAT THE FIRM RELIED ON TO RETAIN ELECTRONIC MAIL,FAILED TO DO SO FOR A PERIOD OF TIME. ACCORDINGLY, THE FIRMAGREED TO THE TERMS OF THE AWC.



Disclosure 23 of 30

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Allegations: MUNICIPAL SECURITIES RULEMAKING BOARD RULES G-2, G-3 AND G-27 -MEYERS ASSOCIATES, L.P. CONDUCTED A MUNICIPAL SECURITIESBUSINESS AND EXECUTED APPROXIMATELY 60 MUNICIPAL SECURITIESTRANSACTIONS FROM FEBRUARY 22, 2003, THROUGH MARCH 8, 2004.DURING THIS PERIOD, MEYERS ASSOCIATES FAILED TO HAVE A PROPERLYREGISTERED MUNICIPAL SECURITIES PRINCIPAL TO SUPERVISE THEFIRM'S MUNICIPAL SECURITIES ACTIVITIES.







Initiated By: NASD




Docket/Case Number: E102003044103



MUNICIPAL SECURITIES RULEMAKING BOARD RULES G-2, G-3 AND G-27 -MEYERS ASSOCIATES, L.P. CONDUCTED A MUNICIPAL SECURITIESBUSINESS AND EXECUTED APPROXIMATELY 60 MUNICIPAL SECURITIESTRANSACTIONS FROM FEBRUARY 22, 2003, THROUGH MARCH 8, 2004.DURING THIS PERIOD, MEYERS ASSOCIATES FAILED TO HAVE A PROPERLYREGISTERED MUNICIPAL SECURITIES PRINCIPAL TO SUPERVISE THEFIRM'S MUNICIPAL SECURITIES ACTIVITIES.


Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE FINDINGS, MEYERS ASSOCIATES,L.P. CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OFFINDINGS; THEREFORE THE FIRM IS CENSURED AND FINED $10,000.


No




Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.


Docket/Case Number: E102003044103

Allegations: THE FIRM WAS FINED AND CENSURED FOR EXECUTING MUNICIPALTRANSACTIONS IN 2003 AND 2004 WITHOUT HAVING A MUNICIPALSECURITIES PRINCIPAL REGISTERED AT THE FIRM.






https://www.finra.org/industry/disciplinary-actions/finra-disciplinary-actions-online?search=e102003044103

https://www.finra.org/industry/disciplinary-actions/finra-disciplinary-actions-online?search=e102003044103



Censure


FINE OF $10,000




Resolution:


Sanction Details: THE FIRM WAS FINED $10,000 AND CENSURED. THE FIRM WILL BEREMITTING PAYMENT BY CHECK ONCE THE INVOICE IS RECEIVED FROMTHE NASD.

Firm Statement THE FIRM WAS FINED $10,000 AND CENSURED FOR EXECUTINGMUNICIPAL SECURITIES TRANSACTIONS IN 2003 AND 2004 WITHOUTHAVING A MUNICIPAL SECURITIES PRINCIPAL REGISTERED AT THE FIRMDURING THAT TIME PERIOD.



Disclosure 24 of 30

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Initiated By: NASD




Docket/Case Number: CE2050003



Allegations: NASD RULES 2110, AND IM-10100 OF THE CODE OF ARBITRATIONPROCEDURE - RESPONDENT FAILED TO COMPLY WITH ITS DISCOVERYOBLIGATIONS AND ORDERS ISSUED BY NASD ARBITRATION PANEL BYFAILING TO PRODUCE, IN A TIMELY MANNER, DOCUMENTS IN ITSPOSSESSION OR CONTROL THAT WERE REQUESTED BY CLAIMANT.









Resolution:

Other Sanctions Ordered: UNDERTAKINGS

Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, MEYERSASSOCIATES, L.P. CONSENTED TO THE DESCRIBED SANCTIONS AND TOTHE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED, FINED$25,000 AND MUST REVISE ITS WRITTEN SUPERVISORY PROCEDURES TOREQUIRE IT TO NOTIFY ALL COUNSEL REPRESENTING THE FIRM INARBITRATION PROCEEDINGS OF THE FIRM'S POLICY TO COMPLY WITHDISCOVERY REQUIREMENTS AS SET OUT IN THE CODE OF ARBITRATIONPROCEDURE AND TO COMPLY WITH ALL ORDERS OF ARBITRATIONPANELS RELATING TO DISCOVERY OBLIGATIONS; AND WITHIN 60 DAYS OFTHE DATE OF THE ENTRY OF THE ORDER ACCEPTING THIS OFFER, THEFIRM SHALL CONFIRM TO NASD THAT THE FIRM IMPLEMENTED THE ABOVEPROCEDURE. AT SIX MONTHS, AND AGAIN AT ONE YEAR, THE FIRM SHALLALSO INFORM NASD OF ANY ARBITRATIONS IN WHICH SANCTIONS WEREISSUED AGAINST THE FIRM FOR FAILING TO COMPLY WITH DISCOVERYORDERS ISSUED BY AN ARBITRATION PANEL, SHALL DESCRIBE THECIRCUMSTANCES OF THE ORDERS THAT LED TO THE SANCTION, ANDSHALL DESCRIBE THE STEPS TAKEN TO ADDRESS THE CONDUCT THATLED TO THE SANCTION.


No






Allegations: THE NASD ISSUED A COMPLAINT AGAINST THE FIRM AND ALLEGED THATTHE RESPONDENTS FAILED TO DELIVER DOCUMENTS AND INFORMATIONPURSUANT TO AN ORDER FROM AN ARBITRATION PANEL.








Censure


CENSURE AND FINE.


Docket/Case Number: CE2050003




Resolution:


Sanction Details: THE FIRM EXECUTED AN AWC, WHICH ENTAILED A CENSURE AND A $25,000FINE.

Firm Statement THE FIRM EXECUTED AN AWC, WHICH ENTAILED A CENSURE AND A $25,000FINE.



Disclosure 25 of 30

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Initiated By: NASD


Docket/Case Number: C10040073

Allegations: NASD CONDUCT RULES 2110 AND 3070(B), (C) - MEYERS ASSOCIATES, L.P.CONDUCTED A SECURITIES BUSINESS WHILE UNDER SUSPENSION BYNASD FOR FAILING TO PAY ARBITRATION FORUM FEES DUE TO NASD. INADDITION, MEYERS FAILED TO FILE ONE CUSTOMER COMPLAINT ANDFAILED TWO ARBITRATION SETTLEMENTS. IN PARTICULAR: (A) MEYERSFAILED TO REPORT TO NASD ONE CUSTOMER COMPLAINT IN ITSQUARTERLY STATISTICAL AND SUMMARY FILING, (B) MEYERS FAILED TOTIMELY REPORT TO NASD ONE CUSTOMER COMPLAINT IN ITS QUARTERLYSTATISTICAL AND SUMMARY FILING, (C) MEYERS FAILED TO TIMELYREPORT TO NASD TWO ARBITRATION SETTLEMENTS. MEYERS SETTLEDTHE TWO SUBJECT ARBITRATIONS, BUT REPORTED THE ARBITRATIONS INRULE 3070 REPORTING SYSTEM TEN DAYS LATE.













Resolution:


Sanction Details: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, RESPONDENTCONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OFFINDINGS; THEREFORE, IS CENSURED AND FINED IN THE AMOUNT OF$12,500.00.


No




Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEAELRS, INC.


Censure






Allegations: THE FIRM ACCEPTED AN AWC FROM THE NASD IN THE AMOUNT OF$12,500.









Resolution:


Sanction Details: $12,500 FINE AND CENSURE.

Firm Statement THE FIRM ACCEPTED AN AWC FROM THE NASD FOR $12,500. IN SHORT,THE NASD ALLEGED THAT THE FIRM CONDUCTED A SECURITIESBUSINESS WHILE UNDER SUSPENSION. HOWEVER, IN FACT, THE NASDNOTIFIED THE FIRM OF THE SUSPENSION AFTER THE FACT. THE MATTERPERTAINED TO THE DEDUCTION OF FEES FROM FIRM'S CRD ACCOUNT.WHEN THE FIRM INADVERTENTLY HAD NO FUNDS IN THE ACCOUNT ONTHAT PARTICULAR DAY, THE NASD DEEMED THE FIRM SUSPENDED ONTHAT DAY. HOWEVER,THEY FAILED TO NOTIFY THE FIRM OF THESUSPENSION UNTIL 2 DAYS LATER, HENCE IN A RETROACTIVE FASHION.UPON NOTIFICATION THE FIRM IMMEDIATELY PAID THE FUNDS THAT ITOWED.

ADDITIONALLY, THE NASD ALLEGED THAT THE FIRM FAILED TO REPORTONE CUSTOMER COMPLAINT AND FAILED TO REPORT ANOTHERCUSTOMER COMPLAINT IN A TIMELY MANNER. LASTLY, THE FIRMREPORTED TWO (2) 3070 ARBITRATION SETTLEMENTS 20 DAYS AFTER THESETTLEMENT INSTEAD OF 10 DAYS.



Disclosure 26 of 30

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Initiated By: FLORIDA


Cease and Desist


Docket/Case Number: 0091-S-01/04




Allegations: FAILED TO PROPERLY REGISTER A BRANCH OFFICE.








Cease and Desist



Resolution:


Sanction Details: NA

Regulator Statement FAILED TO PROPERLY REGISTER A BRANCH OFFICE.


No


Stipulation and Consent


Initiated By: THE STATE OF FLORIDA





Docket/Case Number: NO 0091-S-01/04



Allegations: THE FIRM MAINTAINED A BRANCH OFFICE IN LONGWOOD,FLORIDA.ALTHOUGH, THE BRANCH WAS REGISTERED THROUGH THE NASD/CRDSYSTEM THE FIRM INADVERTENTLY FAILED TO INCLUDE THIS OFFICE, ASPART OF THE RENEWAL PROCESS WITH THE STATE DURING THEBEGINNING OF THE YEAR. THE FIRM ACCEPTED A FINE FROM THE STATE,AS A RESULT OF ITS UNINTENTIONAL ERROR.


Resolution: Consent 59©2019 FINRA. All rights reserved. Report about WINDSOR STREET CAPITAL, LP






Resolution:

Other Sanctions Ordered: THE FIRM WAS FINED $15,000 AND EXECUTED A STIPULATION ANDCONSENT AGREEMENT WITH THE STATE.

Sanction Details: THE FIRM WAS FINED $15,000 AND EXECUTED A STIPULATION ANDCONSENT AGREEMENT WITH THE STATE. THE ORDER WAS FINAL ON MAY14, 2004, AS THE FIRM PREVIOUSLY PAID THE FINE ON MAY 5, 2004.


Consent

Disclosure 27 of 30

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Initiated By: IOWA


Suspension


REVOCATION, CIVIL PENALTY


Docket/Case Number: C03-04-333



Other Product Type(s): N/A

Allegations: BD FAILED TO TIMELY FILE AUDITED FINANCIAL. FURTHER, FAILED TORESPOND TO FAXED REQUESTS.



N/A


Resolution:

Other Sanctions Ordered: N/A

Sanction Details: PENALTY PAID.

Regulator Statement FAILED TO FILE FINANCIALS IN A TIMELY MANNER (60 DAYS) IN VIOLATIONOF ACT. FINED $500. NOTE NOTICE OF HEARING ISSUED APRIL 7, 2003(NINE DAYS AFTER AUDIT COMPLETE). AUDIT RECEIVED 6/23/2003.

Sanctions Ordered: Monetary/Fine $500.00

Order






FAILED TO FILE FINANCIALS IN A TIMELY MANNER (60 DAYS) IN VIOLATIONOF ACT. FINED $500. NOTE NOTICE OF HEARING ISSUED APRIL 7, 2003(NINE DAYS AFTER AUDIT COMPLETE). AUDIT RECEIVED 6/23/2003.


Initiated By: STATE OF IOWA





Docket/Case Number: C03-04-333



Allegations: THE FIRM WAS FINED $500 FOR FAILING TO FILE IT AUDITED FINANCIALSTATEMENTS WITH THE STATE PRIOR TO FEBRUARY 28, 2003, WHICH WASSIXTY (60) DAYS AFTER THE END OF ITS FISCAL YEAR.HOWEVER, THEFIRM'S AUDITED FINANCIAL STATEMENTS WERE NOT EVEN PREPAREDUNTIL MARCH 28,2003 DUE TO THE FACT THAT THE NASD PROVIDED THEFIRM WITH AN EXTENSION OF TIME TO HAVE ITS FINANCIAL STATEMENTSAUDITED.



Resolution:


Sanction Details: THE FIRM WAS FINED $500, WHICH WAS PAID ON JUNE 20, 2003.

Firm Statement THE FIRM WAS GRANTED AN EXTENSION OF TIME BY THE NASD UNTILMARCH 31, 2003 IN ORDER TO HAVE ITS FINANCIAL STATEMENTS AUDITED.HOWEVER,THE STATE OF IOWA FINED THE FIRM $500 FOR FAILING TO FILEITS AUDITED FINANCIAL STATEMENTS BY MARCH 1, 2003, WHICH WASSIXTY (60) DAYS AFTER THE END OF ITS FISCAL YEAR. THE FIRM'SFINANCIAL STATEMENTS WERE AUDITED BY MARCH 28, 2003 INACCORDANCE WITH THE NASD EXTENSION. HOWEVER, THE STATE OFIOWA DID NOT ACCEPT THE EXTENSION AND FINED THE FIRM $500.

Sanctions Ordered: Monetary/Fine $500.00

Order

Disclosure 28 of 30

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Disclosure 28 of 30






Docket/Case Number: C3A020053



Allegations: SEC RULE 15C1-5, NASD CONDUCT RULES 2110, 2240 AND 3010 - WITHOUTADMITTING OR DENYING THE ALLEGATIONS, ROAN-MEYERS ASSOCIATES,LP CONSENTED TO THE FINDINGS THAT FROM MAY 1998 TO FEBRUARY1999, THE TWO GENERAL PARTNERS OF THE PARTNERSHIP THAT OWNEDRESPONDENT MEMBER COLLECTIVELY OWNED, IN THEIR PERSONALACCOUNTS, A MAXIMUM OF 20% OF THE VOTING SECURITIES OF A PUBLICCOMPANY. AS A RESULT, RESPONDENT MEMBER WAS POTENTIALLYCONTROLLED BY, CONTROLLING, OR UNDER COMMON CONTROL WITH APUBLIC COMPANY. ALSO, RESPONDENT MEMBER ENTERED INTOTRASNACTIONS WITH CUSTOMERS TO PURCHASE OR SELL A PUBLICCOMPANY. A NUMBER OF TRANSACTIONS WITH CUSTOMERS,RESPONDENT MEMBER FAILED TO DISCLOSE IN WRITING TO THECUSTOMERS THE EXISTENCE OF A POTENTIAL CONTROL RELATIONSHIPBETWEEN RESPONDENT MEMBER AND THE PUBLIC COMPANY.RESPONDENT MEMBERS' WRITTEN SUPERVISORY PROCEDURES WERENOT CONSISTENTLY ENFORCED.



Resolution:


Sanction Details: CENSURED AND FINED $27,500.



iReporting Source:







Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., ("NASD")


Censure


CENSURE AND FINE


Docket/Case Number: C3A020053



Allegations: THE FIRM WAS CENSURED AND FINED $27,500 FOR INADVERTENTLYFAILING TO DISCLOSE ON CUSTOMER CONFIRMATIONS THE CONTROLPOSITION THAT IT MAINTAINED IN CYTOCLONAL PHARMACEUTICALS, INC.,("CYPH"). THE FIRM WAS ALSO CENSURED FOR FAILING TO ENFORCE ITSWRITTEN SUPERVISORY PROCEDURES RELATIVE TO THE MATTER ATHAND.



Resolution:


Sanction Details: CENSURE AND A FINE OF $27,500.

Firm Statement THE FIRM WAS CENSURED AND FINED $27,500.



Disclosure 29 of 30

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Docket/Case Number:

Allegations: FAILURE TO PAY ARBITRATION FEES FOR CASE NUMBERS 02-1863-FL AND01-03328-NY








Suspension


Docket/Case Number:




Resolution:


Sanction Details: FAILURE TO PAY ARBITRATION FEES

Regulator Statement ****SUSPENSION LIFTED**** - PAYMENT RECEIVED IN THE AMOUNT OF$12,000.00


Order




Suspension


Docket/Case Number:



Allegations: ON DECEMBER 10, 2002 THE NASD CONTACTED THE FIRM AND STATEDTHAT ROAN/MEYERS ASSOCIATES, L.P. HAD ITS REGISTRATIONSUSPENDED ON DECEMBER 6, 2002, AS A RESULT OF NON-PAYMENT OFFORUM AND ASSESSMENT FEES RELATIVE TO FIRM RELATED DISPUTERESOLUTION MATTERS. THE FIRM WAS NEVER MADE AWARE OF THESUSPENSION UNTIL DECEMBER 10, 2002. AT THAT TIME THE FIRMIMMEDIATELY REMITTED TO THE NASD ALL FEES OWED AND WASINFORMED THAT THE SUSPENSION WAS LIFTED. OBVIOUSLY, THE FIRMWAS NEVER MADE AWARE OF THE SITUATION UNTIL AFTER THE FACT. THEFIRM DENIES ANY WRONGDOING AND DOES NOT BELIEVE THAT IT WASPROVIDED WITH PRIOR AND PROPER NOTIFICATION OF AN IMPENDINGSUSPENSION. THE FIRM WILL VIGOROUSLY DEFEND ANY CHARGES THATMAY EMANATE FROM THIS MATTER.








Suspension



Resolution:


Sanction Details: THE FIRM WAS SUSPENDED AS OF DECEMBER 6, 2002 UNTIL DECEMBER10, 2002, HOWEVER THE FIRM WAS NOT MADE AWARE OF THESUSPENSION UNTIL AFTER THE SUSPENSION HAD COMMENCED.


Other

Disclosure 30 of 30

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Initiated By: NATIONAL ASSOCIATION OF SECURITIES DEALERS




CENSURE AND PAYMENT OF RESTITUTION IN THE AMOUNT OF $5,819.


Docket/Case Number: AWC NUMBER C3A000005



Allegations: AWC CITED TWO CAUSES OF ACTION: FAILURE TO ENFORCE FIRM'SWRITTEN SUPERVISORY PROCEDURES ANS TRADING AHEAD OFCUSTOMER LIMIT ORDERS



Resolution:


Sanctions Ordered: CensureMonetary/Fine $26,000.00Disgorgement/Restitution







Sanction Details: AS TO CAUSE 1, FAILURE TO ENFORCE FIRM'S WSP'S, CENSURE AND$10,000 JOINT AND SEVERAL FINE AS TO BRUCE MEYERS AND JANSSEN-MEYERS. ALSO A CENSURE AND A FINE OF $14,000 AS TO JANSSEN-MEYERS.

AS TO CAUSE 2, TRADING AHEAD OF CUSTOMER LIMIT ORDERS, A $2,000FINE AS TO JANSSEN-MEYERS AND RESTITUTION TO CUSTOMERS OF$5,819.

Firm Statement FINES AND RESTITUTION WERE PAID BY AUGUST 4, 2000.






Regulatory - On Appeal

This type of disclosure event involves (1) a formal proceeding initiated by a regulatory authority (e.g., a state securitiesagency, self-regulatory organization, federal regulator such as the Securities and Exchange Commission, foreign financialregulatory body) for a violation of investment-related rules or regulations that is currently on appeal; or (2) a revocation orsuspension of the authority of a brokerage firm or its control affiliate to act as an attorney, accountant or federal contractorthat is currently on appeal.

Disclosure 1 of 3


Initiated By: FINRA


Denial



Docket/Case Number: SD-2172



Allegations: THE FIRM IS STATUTORILY DISQUALIFIED BECAUSE OF A JULY 28, 2017ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS AND ACEASE-AND-DESIST ORDER PURSUANT TO SECTION 8A OF THESECURITIES ACT OF 1933 AND SECTIONS 15(B) AND 21C OF THESECURITIES EXCHANGE ACT OF 1934 ENTERED AGAINST IT BY THE SEC.

Current Status: On Appeal


ON MAY 17, 2018, THE FIRM APPEALED TO THE SEC. THE DENIAL IS INEFFECT WHILE ON APPEAL.


Resolution:


Sanction Details: ON MAY 14, 2018, THE NAC ISSUED NOTICE PURSUANT TO SECTION 19(D),SECURITIES EXCHANGE ACT OF 1934 FINDS THE MEMBERSHIPCONTINUANCE APPLICATION MC-400A SUBMITTED ON SEPTEMBER 8, 2017BY WINDSOR STREET CAPITAL, L.P. (F/K/A MEYERS ASSOCIATES, L.P.)DENIED. FINRA FOUND IT NOT IN THE PUBLIC INTEREST, AND WOULDCREATE AN UNREASONABLE RISK OF HARM TO THE MARKET ORINVESTORS, FOR THE FIRM TO CONTINUE ITS FINRA MEMBERSHIP. ONMAY 17, 2018, THE FIRM APPEALED THE NAC DECISION TO THE SEC ANDREQUESTED A STAY. ON MAY 29, 2018, THE SEC DENIED THE FIRM'SREQUEST FOR A STAY. THE DENIAL IS IN EFFECT WHILE ON APPEAL.


No


Decision






Sanction Details: ON MAY 14, 2018, THE NAC ISSUED NOTICE PURSUANT TO SECTION 19(D),SECURITIES EXCHANGE ACT OF 1934 FINDS THE MEMBERSHIPCONTINUANCE APPLICATION MC-400A SUBMITTED ON SEPTEMBER 8, 2017BY WINDSOR STREET CAPITAL, L.P. (F/K/A MEYERS ASSOCIATES, L.P.)DENIED. FINRA FOUND IT NOT IN THE PUBLIC INTEREST, AND WOULDCREATE AN UNREASONABLE RISK OF HARM TO THE MARKET ORINVESTORS, FOR THE FIRM TO CONTINUE ITS FINRA MEMBERSHIP. ONMAY 17, 2018, THE FIRM APPEALED THE NAC DECISION TO THE SEC ANDREQUESTED A STAY. ON MAY 29, 2018, THE SEC DENIED THE FIRM'SREQUEST FOR A STAY. THE DENIAL IS IN EFFECT WHILE ON APPEAL.

Disclosure 2 of 3

i


Initiated By: FINRA


Other


N/A



Principal Product Type: Equity Listed (Common & Preferred Stock)


Allegations: THE FIRM WAS NAMED A RESPONDENT IN A FINRA COMPLAINT ALLEGINGTHAT IT FAILED TO SUPERVISE ITS CHICAGO BRANCH OFFICE IN GENERALAND ONE REGISTERED REPRESENTATIVE IN PARTICULAR, BY FAILING TOREVIEW ELECTRONIC CORRESPONDENCE, FAILING TO SUPERVISE THEREGISTERED REPRESENTATIVE'S STOCK TRADES, AND BY FAILING TOSUPERVISE THE DISSEMINATION OF SALES LITERATURE AND RESEARCH.THE COMPLAINT ALLEGES THAT THE FIRM FAILED TO ESTABLISH ANDIMPLEMENT ANTI-MONEY LAUNDERING (AML) POLICIES AND PROCEDURESREASONABLY EXPECTED TO DETECT AND CAUSE THE REPORTING, IFAPPROPRIATE, OF POTENTIALLY SUSPICIOUS ACTIVITY RELATING TO THEMANIPULATIVE TRADING OF SECURITIES.



ON DECEMBER 6, 2016, THIS MATTER WAS APPEALED TO THE NATIONALADJUDICATORY COUNCIL (NAC). ON JANUARY 23, 2018, THE FIRMAPPEALED THIS MATTER TO THE SECURITIES AND EXCHANGECOMMISSION (SEC).

Resolution: Other 68©2019 FINRA. All rights reserved. Report about WINDSOR STREET CAPITAL, LP







Resolution:

Regulator Statement EXTENDED HEARING PANEL DECISION RENDERED NOVEMBER 4, 2016WHEREIN THE FIRM WAS FINED $350,000 AND REQUIRED TO RETAIN ANINDEPENDENT CONSULTANT TO CONDUCT A COMPREHENSIVE REVIEWOF EACH OF THE FIRM'S POLICIES, SYSTEMS, AND PROCEDURES(WRITTEN AND OTHERWISE), AND TRAINING THAT RELATES TO BRANCHSUPERVISION AND INSPECTIONS, REVIEW OF EMAILS, COMMUNICATIONSWITH THE PUBLIC, INCLUDING RESEARCH REPORTS AND SALESLITERATURE, LOW-PRICED SECURITIES TRANSACTIONS, MONITORING OFCUSTOMER ACCOUNTS FOR SUSPICIOUS ACTIVITIES, TRANSACTIONS INTHE ACCOUNTS OF REGISTERED REPRESENTATIVES OR THEIR FAMILYMEMBERS, AND ITS AML POLICIES AND PROCEDURES AS A WHOLE. THEFIRM WAS ORDERED TO PAY COSTS IN THE AMOUNT OF $12,802.72. THESANCTIONS WERE BASED ON FINDINGS THAT THE FIRM FAILED TOADEQUATELY SUPERVISE ITS CHICAGO OFFICE AND FAILED TO ESTABLISHAND IMPLEMENT ADEQUATE AML POLICIES AND PROCEDURESREASONABLY DESIGNED TO DETECT AND CAUSE THE REPORTING OFSUSPICIOUS TRANSACTIONS. THE FINDINGS STATED THAT THE FIRMFAILED TO ADEQUATELY SUPERVISE A REPRESENTATIVE'S EFFORTS TOINCREASE THE REPORTED PRICE AND TRADING VOLUME OF THECOMMON STOCK OF A FINANCIALLY DISTRESSED COMPANY THAT TRADEDON THE OTC BULLETIN BOARD. THE FINDINGS ALSO STATED THAT THEREPRESENTATIVE'S CONDUCT IN PROMOTING THE STOCK POTENTIALLYIMPLICATED SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934(EXCHANGE ACT) AND RULE 10B-5 THEREUNDER, AS WELL AS A NUMBEROF FINRA RULES. THE FIRM'S SUPERVISION OF THE REPRESENTATIVE'SACTIVITIES IN CONNECTION WITH THE FINANCIALLY DISTRESSEDCOMPANY'S STOCK WAS DEFICIENT IN THAT THE FIRM DID NOTADEQUATELY REVIEW EMAILS SENT TO AND RECEIVED BY THE CHICAGOOFFICE, DID NOT ADEQUATELY REVIEW THE REPRESENTATIVE'S TRADINGIN THE STOCK AND DID NOT ADEQUATELY REVIEW THIRD-PARTYRESEARCH REPORTS AND OTHER PUBLIC COMMUNICATIONSDISSEMINATED BY THE REPRESENTATIVE (AND ANOTHERREPRESENTATIVE, AT THE REPRESENTATIVE'S REQUEST). AS A RESULT OFTHESE DEFICIENCIES, THE FIRM DID NOT ADEQUATELY SUPERVISE THEREPRESENTATIVE WITH A VIEW TO PREVENTING VIOLATIONS OF SECTION10(B) OF THE EXCHANGE ACT AND RULE 10B-5 THEREUNDER ANDVIOLATIONS OF RESTRICTIONS ON THE DISSEMINATION OF RESEARCHREPORTS AND OTHER PUBLIC COMMUNICATIONS. THE FINDINGS ALSOINCLUDED THAT THE FIRM FAILED TO ADEQUATELY SUPERVISE THEREPRESENTATIVE'S ACTIVITIES IN CONNECTION WITH THE STOCK OFANOTHER ENTITY, WHICH TRADED ON THE OTC BULLETIN BOARD, WITH AVIEW TO PREVENTING HIM FROM RECOMMENDING THAT A CUSTOMERBUY A STOCK THAT HE WAS SELLING WITHOUT DISCLOSING HIS ADVERSEINTEREST. FINRA FOUND THAT THE FIRM DID NOT ADEQUATELY TRAIN AREPRESENTATIVE FOR HIS SUPERVISORY RESPONSIBILITIES. THE FIRMFAILED TO TAKE BASIC STEPS TO ENSURE THAT HE WAS ADEQUATELYSUPERVISING THE CHICAGO OFFICE. FINRA ALSO FOUND THAT THEREWERE OTHER SUPERVISORY DEFICIENCIES AT THE FIRM, INCLUDINGDEFICIENT TRAINING AND SUPERVISION, FAILURE TO REVIEW EMAILS,AND DEFICIENT WRITTEN SUPERVISORY PROCEDURES. IN ADDITION,FINRA DETERMINED THAT THE FIRM FAILED TO ESTABLISH ANDIMPLEMENT ADEQUATE AML POLICIES AND PROCEDURES FORMONITORING ACCOUNTS FOR SUSPICIOUS ACTIVITY. THESEDEFICIENCIES ARE COMPOUNDED BY THE FACT THAT THE FIRM DID NOTPROVIDE ANY AML EXCEPTION REPORTS TO THE SUPERVISOR AND NOONE AT THE FIRM USED AML EXCEPTION REPORTS FOR AT LEAST THEFIRST EIGHT MONTHS OF 2012. IN ADDITION, THE FIRM DID NOTADEQUATELY PREPARE THE SUPERVISOR FOR HIS AMLRESPONSIBILITIES. ON DECEMBER 6, 2016, THE FIRM APPEALED TO THENAC.NAC DECISION RENDERED DECEMBER 22, 2017 WHEREIN THE FINDINGSMADE WERE AFFIRMED AND THE SANCTIONS MODIFIED. THE NACINCREASED THE FIRM'S FINE TO $500,000. THE NAC AFFIRMED THESANCTION THAT THE FIRM RETAIN AN INDEPENDENT CONSULTANT ANDPAY $12,802.72 IN HEARING COSTS. THE NAC ALSO ORDERED THE FIRM TOPAY $1,505.38 IN APPEAL COSTS. THE FIRM IS SUBJECT TO STATUTORYQUALIFICATION BECAUSE IT FAILED TO PREVENT VIOLATIONS OF THEEXCHANGE ACT.ON JANUARY 23, 2018, THE FIRM APPEALED THE DECISION TO THE SEC.

Other






EXTENDED HEARING PANEL DECISION RENDERED NOVEMBER 4, 2016WHEREIN THE FIRM WAS FINED $350,000 AND REQUIRED TO RETAIN ANINDEPENDENT CONSULTANT TO CONDUCT A COMPREHENSIVE REVIEWOF EACH OF THE FIRM'S POLICIES, SYSTEMS, AND PROCEDURES(WRITTEN AND OTHERWISE), AND TRAINING THAT RELATES TO BRANCHSUPERVISION AND INSPECTIONS, REVIEW OF EMAILS, COMMUNICATIONSWITH THE PUBLIC, INCLUDING RESEARCH REPORTS AND SALESLITERATURE, LOW-PRICED SECURITIES TRANSACTIONS, MONITORING OFCUSTOMER ACCOUNTS FOR SUSPICIOUS ACTIVITIES, TRANSACTIONS INTHE ACCOUNTS OF REGISTERED REPRESENTATIVES OR THEIR FAMILYMEMBERS, AND ITS AML POLICIES AND PROCEDURES AS A WHOLE. THEFIRM WAS ORDERED TO PAY COSTS IN THE AMOUNT OF $12,802.72. THESANCTIONS WERE BASED ON FINDINGS THAT THE FIRM FAILED TOADEQUATELY SUPERVISE ITS CHICAGO OFFICE AND FAILED TO ESTABLISHAND IMPLEMENT ADEQUATE AML POLICIES AND PROCEDURESREASONABLY DESIGNED TO DETECT AND CAUSE THE REPORTING OFSUSPICIOUS TRANSACTIONS. THE FINDINGS STATED THAT THE FIRMFAILED TO ADEQUATELY SUPERVISE A REPRESENTATIVE'S EFFORTS TOINCREASE THE REPORTED PRICE AND TRADING VOLUME OF THECOMMON STOCK OF A FINANCIALLY DISTRESSED COMPANY THAT TRADEDON THE OTC BULLETIN BOARD. THE FINDINGS ALSO STATED THAT THEREPRESENTATIVE'S CONDUCT IN PROMOTING THE STOCK POTENTIALLYIMPLICATED SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934(EXCHANGE ACT) AND RULE 10B-5 THEREUNDER, AS WELL AS A NUMBEROF FINRA RULES. THE FIRM'S SUPERVISION OF THE REPRESENTATIVE'SACTIVITIES IN CONNECTION WITH THE FINANCIALLY DISTRESSEDCOMPANY'S STOCK WAS DEFICIENT IN THAT THE FIRM DID NOTADEQUATELY REVIEW EMAILS SENT TO AND RECEIVED BY THE CHICAGOOFFICE, DID NOT ADEQUATELY REVIEW THE REPRESENTATIVE'S TRADINGIN THE STOCK AND DID NOT ADEQUATELY REVIEW THIRD-PARTYRESEARCH REPORTS AND OTHER PUBLIC COMMUNICATIONSDISSEMINATED BY THE REPRESENTATIVE (AND ANOTHERREPRESENTATIVE, AT THE REPRESENTATIVE'S REQUEST). AS A RESULT OFTHESE DEFICIENCIES, THE FIRM DID NOT ADEQUATELY SUPERVISE THEREPRESENTATIVE WITH A VIEW TO PREVENTING VIOLATIONS OF SECTION10(B) OF THE EXCHANGE ACT AND RULE 10B-5 THEREUNDER ANDVIOLATIONS OF RESTRICTIONS ON THE DISSEMINATION OF RESEARCHREPORTS AND OTHER PUBLIC COMMUNICATIONS. THE FINDINGS ALSOINCLUDED THAT THE FIRM FAILED TO ADEQUATELY SUPERVISE THEREPRESENTATIVE'S ACTIVITIES IN CONNECTION WITH THE STOCK OFANOTHER ENTITY, WHICH TRADED ON THE OTC BULLETIN BOARD, WITH AVIEW TO PREVENTING HIM FROM RECOMMENDING THAT A CUSTOMERBUY A STOCK THAT HE WAS SELLING WITHOUT DISCLOSING HIS ADVERSEINTEREST. FINRA FOUND THAT THE FIRM DID NOT ADEQUATELY TRAIN AREPRESENTATIVE FOR HIS SUPERVISORY RESPONSIBILITIES. THE FIRMFAILED TO TAKE BASIC STEPS TO ENSURE THAT HE WAS ADEQUATELYSUPERVISING THE CHICAGO OFFICE. FINRA ALSO FOUND THAT THEREWERE OTHER SUPERVISORY DEFICIENCIES AT THE FIRM, INCLUDINGDEFICIENT TRAINING AND SUPERVISION, FAILURE TO REVIEW EMAILS,AND DEFICIENT WRITTEN SUPERVISORY PROCEDURES. IN ADDITION,FINRA DETERMINED THAT THE FIRM FAILED TO ESTABLISH ANDIMPLEMENT ADEQUATE AML POLICIES AND PROCEDURES FORMONITORING ACCOUNTS FOR SUSPICIOUS ACTIVITY. THESEDEFICIENCIES ARE COMPOUNDED BY THE FACT THAT THE FIRM DID NOTPROVIDE ANY AML EXCEPTION REPORTS TO THE SUPERVISOR AND NOONE AT THE FIRM USED AML EXCEPTION REPORTS FOR AT LEAST THEFIRST EIGHT MONTHS OF 2012. IN ADDITION, THE FIRM DID NOTADEQUATELY PREPARE THE SUPERVISOR FOR HIS AMLRESPONSIBILITIES. ON DECEMBER 6, 2016, THE FIRM APPEALED TO THENAC.NAC DECISION RENDERED DECEMBER 22, 2017 WHEREIN THE FINDINGSMADE WERE AFFIRMED AND THE SANCTIONS MODIFIED. THE NACINCREASED THE FIRM'S FINE TO $500,000. THE NAC AFFIRMED THESANCTION THAT THE FIRM RETAIN AN INDEPENDENT CONSULTANT ANDPAY $12,802.72 IN HEARING COSTS. THE NAC ALSO ORDERED THE FIRM TOPAY $1,505.38 IN APPEAL COSTS. THE FIRM IS SUBJECT TO STATUTORYQUALIFICATION BECAUSE IT FAILED TO PREVENT VIOLATIONS OF THEEXCHANGE ACT.ON JANUARY 23, 2018, THE FIRM APPEALED THE DECISION TO THE SEC.


Initiated By: FINRA


Other





Allegations: FAILURE TO SUPERVISE; FAILURE TO ESTABLISH AND ENFORCE ANADEQUATE AML PROGRAM BETWEEN 11/2011 AND 11/2012



FINRA DECEMBER 6, 2016








Other


MEYERS HAS BEEN NOTIFIED THEY ARE SUBJECT OF A FINRA COMPLAINT


Resolution:


Sanction Details: FINE



Disclosure 3 of 3

i


Allegations: THE FIRM WAS NAMED A RESPONDENT IN A FINRA COMPLAINT ALLEGINGTHAT IT, ALONG WITH ITS PRESIDENT, ENGAGED IN THE IMPROPERPUBLIC OFFERING AND SALE OF UNREGISTERED SECURITIES, INCONTRAVENTION OF SECTION 5 OF THE SECURITIES ACT OF 1933. THECOMPLAINT ALLEGES THAT THROUGH GENERAL SOLICITATION, THE FIRMAND THE PRESIDENT MARKETED AN UNREGISTERED OFFERING TO MORETHAN 1,000 RECIPIENTS OF BOILER-PLATE EMAILS, WITHOUT FIRSTESTABLISHING A SUBSTANTIVE RELATIONSHIP WITH EACH RECIPIENTSOLICITED. IN MARKETING THE OFFERING, THE FIRM, ACTING THROUGHTHE PRESIDENT, MADE EXAGGERATED AND UNBALANCED CLAIMS ANDIMPROPER PREDICTIONS OF PRICE PERFORMANCE. THEY ALSO OMITTEDMATERIAL FACTS, INCLUDING FULL DISCLOSURE OF THE FIRM'S, THEPRESIDENT'S AND A SENIOR OFFICER OF THE FIRM'S OWNERSHIPINTEREST IN THE COMPANY. THE EMAILS WERE NOT FAIR AND BALANCEDBECAUSE THEY DID NOT CONTAIN ADEQUATE RISK DISCLOSURES. THECOMPLAINT ALSO ALLEGES THAT THE FIRM WAS REQUIRED TO FILE APRIVATE PLACEMENT MEMORANDUM (PPM) FOR ANOTHER OFFERINGWITH FINRA AT OR PRIOR TO THE FIRST TIME THE DOCUMENT WASPROVIDED TO ANY PROSPECTIVE INVESTOR. HOWEVER, THE FIRM FAILEDTO DO SO. THE FIRM DID NOT FILE THE PPM UNTIL AT LEAST THREEMONTHS AFTER PROVIDING THE PPM TO A PROSPECTIVE INVESTOR. THECOMPLAINT FURTHER ALLEGES THAT THE FIRM FAILED TO ESTABLISHAND MAINTAIN A REASONABLE SYSTEM FOR MAINTAINING ACCURATEBOOKS AND RECORDS. IN THE FIRM'S BOOKS AND RECORDS, THEPRESIDENT AND THE SENIOR OFFICER CAUSED THE FIRM TO RECORDPAYMENTS, INCLUDING PAYMENTS FOR PERSONAL EXPENSES, ASMISCELLANEOUS TRAVEL AND ENTERTAINMENT EXPENSES OR OTHERMISCELLANEOUS BUSINESS EXPENSES, RATHER THAN ASCOMPENSATION TO THE INDIVIDUALS. PAYMENTS MADE FOR THEINDIVIDUALS' PERSONAL EXPENSES SHOULD HAVE BEEN RECORDED INTHE FIRM'S BOOKS AND RECORDS AS PART OF THEIR COMPENSATION. ASA RESULT, THE FIRM WILLFULLY VIOLATED SECURITIES EXCHANGE ACTOF 1934 SECTION 17(A) AND RULES 17A-3, 17A-4 AND 17A-5 THEREUNDER,NASD RULE 3110, AND FINRA RULES 2010 AND 4511 BY CREATING ANDMAINTAINING INACCURATE BOOKS AND RECORDS. THE INDIVIDUALS ALSOCAUSED THE FIRM TO ISSUE THEM INACCURATE IRS FORMS W-2 THATUNDERSTATED THEIR COMPENSATION BY FAILING TO INCLUDE ANY OFTHE MORE THAN $200,000 THE FIRM PAID ON THEIR BEHALF, INCLUDINGFOR THEIR PERSONAL EXPENSES. IN ADDITION, THE COMPLAINT ALLEGESTHAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN A REASONABLESYSTEM, INCLUDING ADEQUATE WRITTEN SUPERVISORY PROCEDURES(WSPS), FOR THE REVIEW BY A REGISTERED PRINCIPAL OF INCOMINGAND OUTGOING ELECTRONIC CORRESPONDENCE. THE FIRM DID NOTMAINTAIN ANY DOCUMENTATION THAT ADEQUATELY IDENTIFIED THECOMMUNICATIONS REVIEWED, THE REVIEWERS OR THE DATES ONWHICH THE COMMUNICATIONS WERE REVIEWED. THE FIRM FAILED TOREPORT, AND FAILED TO TIMELY REPORT, CUSTOMER COMPLAINTS. MOSTOF THE COMPLAINTS WERE SENT TO REGISTERED REPRESENTATIVES VIAEMAIL, AND CONTAINED ALLEGATIONS OF SALES PRACTICE VIOLATIONS.THE FIRM FAILED TO LOCATE MANY OF THESE EMAILS THROUGH ANYSUPERVISORY REVIEW OF EMAIL COMMUNICATIONS. THE FIRM ALSOFAILED TO ESTABLISH, MAINTAIN AND ENFORCE SUPERVISORY CONTROLPOLICIES CONCERNING THE TRANSMITTAL OF CUSTOMER FUNDS ANDTHE ACTIVITIES OF PRODUCING MANAGERS. IN ADDITION, THE FIRMPREPARED A DEFICIENT NASD RULE 3012 REPORT DURING 2009.



ON MAY 23, 2016, THIS MATTER HAS BEEN APPEALED TO THE NATIONALADJUDICATORY COUNCIL (NAC) AND THE SANCTIONS ARE NOT IN EFFECTPENDING REVIEW. ON FEBRUARY 5, 2018, THE FIRM APPEALED THE NACDECISION TO THE SECURITIES AND EXCHANGE COMMISSION (SEC).






Initiated By: FINRA


Other


N/A




Other Product Type(s): UNREGISTERED OFFERING

THE FIRM WAS NAMED A RESPONDENT IN A FINRA COMPLAINT ALLEGINGTHAT IT, ALONG WITH ITS PRESIDENT, ENGAGED IN THE IMPROPERPUBLIC OFFERING AND SALE OF UNREGISTERED SECURITIES, INCONTRAVENTION OF SECTION 5 OF THE SECURITIES ACT OF 1933. THECOMPLAINT ALLEGES THAT THROUGH GENERAL SOLICITATION, THE FIRMAND THE PRESIDENT MARKETED AN UNREGISTERED OFFERING TO MORETHAN 1,000 RECIPIENTS OF BOILER-PLATE EMAILS, WITHOUT FIRSTESTABLISHING A SUBSTANTIVE RELATIONSHIP WITH EACH RECIPIENTSOLICITED. IN MARKETING THE OFFERING, THE FIRM, ACTING THROUGHTHE PRESIDENT, MADE EXAGGERATED AND UNBALANCED CLAIMS ANDIMPROPER PREDICTIONS OF PRICE PERFORMANCE. THEY ALSO OMITTEDMATERIAL FACTS, INCLUDING FULL DISCLOSURE OF THE FIRM'S, THEPRESIDENT'S AND A SENIOR OFFICER OF THE FIRM'S OWNERSHIPINTEREST IN THE COMPANY. THE EMAILS WERE NOT FAIR AND BALANCEDBECAUSE THEY DID NOT CONTAIN ADEQUATE RISK DISCLOSURES. THECOMPLAINT ALSO ALLEGES THAT THE FIRM WAS REQUIRED TO FILE APRIVATE PLACEMENT MEMORANDUM (PPM) FOR ANOTHER OFFERINGWITH FINRA AT OR PRIOR TO THE FIRST TIME THE DOCUMENT WASPROVIDED TO ANY PROSPECTIVE INVESTOR. HOWEVER, THE FIRM FAILEDTO DO SO. THE FIRM DID NOT FILE THE PPM UNTIL AT LEAST THREEMONTHS AFTER PROVIDING THE PPM TO A PROSPECTIVE INVESTOR. THECOMPLAINT FURTHER ALLEGES THAT THE FIRM FAILED TO ESTABLISHAND MAINTAIN A REASONABLE SYSTEM FOR MAINTAINING ACCURATEBOOKS AND RECORDS. IN THE FIRM'S BOOKS AND RECORDS, THEPRESIDENT AND THE SENIOR OFFICER CAUSED THE FIRM TO RECORDPAYMENTS, INCLUDING PAYMENTS FOR PERSONAL EXPENSES, ASMISCELLANEOUS TRAVEL AND ENTERTAINMENT EXPENSES OR OTHERMISCELLANEOUS BUSINESS EXPENSES, RATHER THAN ASCOMPENSATION TO THE INDIVIDUALS. PAYMENTS MADE FOR THEINDIVIDUALS' PERSONAL EXPENSES SHOULD HAVE BEEN RECORDED INTHE FIRM'S BOOKS AND RECORDS AS PART OF THEIR COMPENSATION. ASA RESULT, THE FIRM WILLFULLY VIOLATED SECURITIES EXCHANGE ACTOF 1934 SECTION 17(A) AND RULES 17A-3, 17A-4 AND 17A-5 THEREUNDER,NASD RULE 3110, AND FINRA RULES 2010 AND 4511 BY CREATING ANDMAINTAINING INACCURATE BOOKS AND RECORDS. THE INDIVIDUALS ALSOCAUSED THE FIRM TO ISSUE THEM INACCURATE IRS FORMS W-2 THATUNDERSTATED THEIR COMPENSATION BY FAILING TO INCLUDE ANY OFTHE MORE THAN $200,000 THE FIRM PAID ON THEIR BEHALF, INCLUDINGFOR THEIR PERSONAL EXPENSES. IN ADDITION, THE COMPLAINT ALLEGESTHAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN A REASONABLESYSTEM, INCLUDING ADEQUATE WRITTEN SUPERVISORY PROCEDURES(WSPS), FOR THE REVIEW BY A REGISTERED PRINCIPAL OF INCOMINGAND OUTGOING ELECTRONIC CORRESPONDENCE. THE FIRM DID NOTMAINTAIN ANY DOCUMENTATION THAT ADEQUATELY IDENTIFIED THECOMMUNICATIONS REVIEWED, THE REVIEWERS OR THE DATES ONWHICH THE COMMUNICATIONS WERE REVIEWED. THE FIRM FAILED TOREPORT, AND FAILED TO TIMELY REPORT, CUSTOMER COMPLAINTS. MOSTOF THE COMPLAINTS WERE SENT TO REGISTERED REPRESENTATIVES VIAEMAIL, AND CONTAINED ALLEGATIONS OF SALES PRACTICE VIOLATIONS.THE FIRM FAILED TO LOCATE MANY OF THESE EMAILS THROUGH ANYSUPERVISORY REVIEW OF EMAIL COMMUNICATIONS. THE FIRM ALSOFAILED TO ESTABLISH, MAINTAIN AND ENFORCE SUPERVISORY CONTROLPOLICIES CONCERNING THE TRANSMITTAL OF CUSTOMER FUNDS ANDTHE ACTIVITIES OF PRODUCING MANAGERS. IN ADDITION, THE FIRMPREPARED A DEFICIENT NASD RULE 3012 REPORT DURING 2009.








N/A


Resolution:

Regulator Statement EXTENDED HEARING PANEL DECISION RENDERED APRIL 27, 2016WHEREIN THE FIRM WAS FINED A TOTAL OF $700,000 AND ORDERED TOPAY, JOINTLY AND SEVERALLY, COSTS OF $13,626.32. THE SANCTIONSWERE BASED ON FINDINGS THAT THE FIRM AND ITS PRINCIPAL, SENT, ORCAUSED TO BE SENT, MISLEADING AND UNBALANCED ADVERTISINGMATERIALS VIA EMAIL TO PROSPECTIVE INVESTORS. THE FINDINGSSTATED THAT THE PRINCIPAL'S EMAILS WERE NOT FAIR AND BALANCEDBECAUSE HE FAILED TO ADEQUATELY DISCLOSE NUMEROUS MATERIALFACTS ABOUT A COMPANY. THE FINDINGS ALSO STATED THAT BY FAILINGTO CLASSIFY PERSONAL EXPENSES AS COMPENSATION TO ITSPRINCIPAL, THE FIRM INACCURATELY CLASSIFIED THE PERSONALEXPENSES IN ITS GENERAL LEDGER, MONTHLY FOCUS REPORTS, ANDANNUAL REPORTS IN 2011. THE MISCLASSIFICATION WAS NOT WILLFUL ORINTENTIONAL; RATHER, IT WAS THE RESULT OF CARELESSNESS ANDINADEQUATE OVERSIGHT AND ATTENTION TO DETAIL AT THE FIRM. THEFINDINGS ALSO INCLUDED THAT THE FIRM DID NOT HAVE AN ADEQUATESYSTEM REASONABLY DESIGNED TO ENSURE THAT IT PROPERLYACCOUNTED FOR PAYMENTS IT MADE FOR THE PERSONAL EXPENSES,NOR DID IT HAVE REASONABLE WSPS FOR MAINTAINING ACCURATEBOOKS AND RECORDS, WITH RESPECT TO THE PERSONAL EXPENSES.THE CEO SHOULD HAVE ENSURED THAT THE CFO HAD CREATED ANDMAINTAINED ADEQUATE WSPS. HE KNEW OR SHOULD HAVE KNOWN THATHIS CFO WAS NOT SPENDING SUFFICIENT TIME AT THE FIRM, AND SHOULDHAVE EXERCISED MORE OVERSIGHT OF THE CFO'S ACTIVITIES. FINRAFOUND THAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN AREASONABLE SUPERVISORY SYSTEM, INCLUDING WSPS, FOR THEREVIEW BY A REGISTERED PRINCIPAL OF ITS INCOMING AND OUTGOINGELECTRONIC CORRESPONDENCE. THE FIRM'S WSPS FAILED TO ADDRESSHOW SUPERVISORS WERE TO REVIEW ELECTRONIC CORRESPONDENCE,AND THE FIRM ALSO FAILED TO DOCUMENT SUCH REVIEWS. THE FIRM'SWSPS FAILED TO ADDRESS HOW SUPERVISORS WERE TO SELECTELECTRONIC CORRESPONDENCE FOR REVIEW, HOW THEY WERE TOREVIEW IT, HOW OFTEN THEY NEEDED TO REVIEW IT, AND HOW THEYWERE TO DOCUMENT THEIR REVIEWS. FINRA ALSO FOUND THAT THEFIRM FAILED TO REPORT TO FINRA STATISTICAL AND SUMMARYINFORMATION REGARDING 49 WRITTEN CUSTOMER COMPLAINTS ITRECEIVED AND ALSO FAILED TO TIMELY REPORT THREE OTHERCOMPLAINTS IT RECEIVED. IN ADDITION, FINRA DETERMINED THAT THEFIRM'S WSPS DID NOT ADEQUATELY ADDRESS REQUIRED AREAS OFSUPERVISION OF PRODUCING MANAGERS AND TRANSMITTALS OFCUSTOMER FUNDS AND SECURITIES. IN ADDITION, THE FIRM'S 2009ANNUAL REPORT REGARDING ITS SUPERVISORY CONTROL SYSTEM DIDNOT ADEQUATELY SUMMARIZE THE PROCEDURES USED TO TEST ANDVERIFY THE EFFICACY OF ITS SYSTEM. THE ALLEGATIONS THAT THE FIRMOFFERED TO SELL SECURITIES WHEN NO REGISTRATION STATEMENTWAS IN EFFECT FOR THOSE SECURITIES AND NO EXEMPTION FROMREGISTRATION APPLIED AND THAT THE FIRM FALSIFIED IRS TAX FORMSWERE DISMISSED AS UNPROVEN. PRIOR TO THE HEARING, THEALLEGATION THAT THE FIRM VIOLATED FINRA RULE 5122 WAS DISMISSEDBY FINRA.ON MAY 23, 2016, THIS MATTER WAS APPEALED TO THE NAC. NACDECISION RENDERED JANUARY 4, 2018 WHEREIN THE NAC AFFIRMED THEFINDINGS AND MODIFIED THE SANCTIONS IMPOSED BY THE HEARINGPANEL. THE FINE FOR THE FIRM'S USE OF MISLEADING COMMUNICATIONSWITH THE PUBLIC WAS INCREASED TO $200,000. A UNITARY SANCTIONWAS IMPOSED FOR THE REMAINING MISCONDUCT IN WHICH THE FIRMENGAGED AND A $500,000 FINE WAS IMPOSED FOR THE FIRM'SSUPERVISION-RELATED MISCONDUCT. THE NAC ALSO AFFIRMED THATTHE FIRM PAY COSTS, JOINTLY AND SEVERALLY, OF $13,626.32. ONFEBRUARY 5, 2018, THE FIRM APPEALED THE NAC DECISION TO THE SEC.

Other






EXTENDED HEARING PANEL DECISION RENDERED APRIL 27, 2016WHEREIN THE FIRM WAS FINED A TOTAL OF $700,000 AND ORDERED TOPAY, JOINTLY AND SEVERALLY, COSTS OF $13,626.32. THE SANCTIONSWERE BASED ON FINDINGS THAT THE FIRM AND ITS PRINCIPAL, SENT, ORCAUSED TO BE SENT, MISLEADING AND UNBALANCED ADVERTISINGMATERIALS VIA EMAIL TO PROSPECTIVE INVESTORS. THE FINDINGSSTATED THAT THE PRINCIPAL'S EMAILS WERE NOT FAIR AND BALANCEDBECAUSE HE FAILED TO ADEQUATELY DISCLOSE NUMEROUS MATERIALFACTS ABOUT A COMPANY. THE FINDINGS ALSO STATED THAT BY FAILINGTO CLASSIFY PERSONAL EXPENSES AS COMPENSATION TO ITSPRINCIPAL, THE FIRM INACCURATELY CLASSIFIED THE PERSONALEXPENSES IN ITS GENERAL LEDGER, MONTHLY FOCUS REPORTS, ANDANNUAL REPORTS IN 2011. THE MISCLASSIFICATION WAS NOT WILLFUL ORINTENTIONAL; RATHER, IT WAS THE RESULT OF CARELESSNESS ANDINADEQUATE OVERSIGHT AND ATTENTION TO DETAIL AT THE FIRM. THEFINDINGS ALSO INCLUDED THAT THE FIRM DID NOT HAVE AN ADEQUATESYSTEM REASONABLY DESIGNED TO ENSURE THAT IT PROPERLYACCOUNTED FOR PAYMENTS IT MADE FOR THE PERSONAL EXPENSES,NOR DID IT HAVE REASONABLE WSPS FOR MAINTAINING ACCURATEBOOKS AND RECORDS, WITH RESPECT TO THE PERSONAL EXPENSES.THE CEO SHOULD HAVE ENSURED THAT THE CFO HAD CREATED ANDMAINTAINED ADEQUATE WSPS. HE KNEW OR SHOULD HAVE KNOWN THATHIS CFO WAS NOT SPENDING SUFFICIENT TIME AT THE FIRM, AND SHOULDHAVE EXERCISED MORE OVERSIGHT OF THE CFO'S ACTIVITIES. FINRAFOUND THAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN AREASONABLE SUPERVISORY SYSTEM, INCLUDING WSPS, FOR THEREVIEW BY A REGISTERED PRINCIPAL OF ITS INCOMING AND OUTGOINGELECTRONIC CORRESPONDENCE. THE FIRM'S WSPS FAILED TO ADDRESSHOW SUPERVISORS WERE TO REVIEW ELECTRONIC CORRESPONDENCE,AND THE FIRM ALSO FAILED TO DOCUMENT SUCH REVIEWS. THE FIRM'SWSPS FAILED TO ADDRESS HOW SUPERVISORS WERE TO SELECTELECTRONIC CORRESPONDENCE FOR REVIEW, HOW THEY WERE TOREVIEW IT, HOW OFTEN THEY NEEDED TO REVIEW IT, AND HOW THEYWERE TO DOCUMENT THEIR REVIEWS. FINRA ALSO FOUND THAT THEFIRM FAILED TO REPORT TO FINRA STATISTICAL AND SUMMARYINFORMATION REGARDING 49 WRITTEN CUSTOMER COMPLAINTS ITRECEIVED AND ALSO FAILED TO TIMELY REPORT THREE OTHERCOMPLAINTS IT RECEIVED. IN ADDITION, FINRA DETERMINED THAT THEFIRM'S WSPS DID NOT ADEQUATELY ADDRESS REQUIRED AREAS OFSUPERVISION OF PRODUCING MANAGERS AND TRANSMITTALS OFCUSTOMER FUNDS AND SECURITIES. IN ADDITION, THE FIRM'S 2009ANNUAL REPORT REGARDING ITS SUPERVISORY CONTROL SYSTEM DIDNOT ADEQUATELY SUMMARIZE THE PROCEDURES USED TO TEST ANDVERIFY THE EFFICACY OF ITS SYSTEM. THE ALLEGATIONS THAT THE FIRMOFFERED TO SELL SECURITIES WHEN NO REGISTRATION STATEMENTWAS IN EFFECT FOR THOSE SECURITIES AND NO EXEMPTION FROMREGISTRATION APPLIED AND THAT THE FIRM FALSIFIED IRS TAX FORMSWERE DISMISSED AS UNPROVEN. PRIOR TO THE HEARING, THEALLEGATION THAT THE FIRM VIOLATED FINRA RULE 5122 WAS DISMISSEDBY FINRA.ON MAY 23, 2016, THIS MATTER WAS APPEALED TO THE NAC. NACDECISION RENDERED JANUARY 4, 2018 WHEREIN THE NAC AFFIRMED THEFINDINGS AND MODIFIED THE SANCTIONS IMPOSED BY THE HEARINGPANEL. THE FINE FOR THE FIRM'S USE OF MISLEADING COMMUNICATIONSWITH THE PUBLIC WAS INCREASED TO $200,000. A UNITARY SANCTIONWAS IMPOSED FOR THE REMAINING MISCONDUCT IN WHICH THE FIRMENGAGED AND A $500,000 FINE WAS IMPOSED FOR THE FIRM'SSUPERVISION-RELATED MISCONDUCT. THE NAC ALSO AFFIRMED THATTHE FIRM PAY COSTS, JOINTLY AND SEVERALLY, OF $13,626.32. ONFEBRUARY 5, 2018, THE FIRM APPEALED THE NAC DECISION TO THE SEC.


Allegations: THE FIRM WAS NAMED A RESPONDENT IN A FINRA COMPLAINT ALLEGINGTHAT IT, ALONG WITH ITS PRESIDENT, ENGAGED IN THE IMPROPERPUBLIC OFFERING AND SALE OF UNREGISTERED SECURITIES, INCONTRAVENTION OF SECTION 5 OF THE SECURITIES ACT OF 1933. THECOMPLAINT ALLEGES THAT THROUGH GENERAL SOLICITATION, THE FIRMAND THE PRESIDENT MARKETED AN UNREGISTERED OFFERING TO MORETHAN 1,000 RECIPIENTS OF BOILER-PLATE EMAILS, WITHOUT FIRSTESTABLISHING A SUBSTANTIVE RELATIONSHIP WITH EACH RECIPIENTSOLICITED. IN MARKETING THE OFFERING, THE FIRM, ACTING THROUGHTHE PRESIDENT, MADE EXAGGERATED AND UNBALANCED CLAIMS ANDIMPROPER PREDICTIONS OF PRICE PERFORMANCE. THEY ALSO OMITTEDMATERIAL FACTS, INCLUDING FULL DISCLOSURE OF THE FIRM'S, THEPRESIDENT'S AND A SENIOR OFFICER OF THE FIRM'S OWNERSHIPINTEREST IN THE COMPANY. THE EMAILS WERE NOT FAIR AND BALANCEDBECAUSE THEY DID NOT CONTAIN ADEQUATE RISK DISCLOSURES. THECOMPLAINT ALSO ALLEGES THAT THE FIRM WAS REQUIRED TO FILE APRIVATE PLACEMENT MEMORANDUM (PPM) FOR ANOTHER OFFERINGWITH FINRA AT OR PRIOR TO THE FIRST TIME THE DOCUMENT WASPROVIDED TO ANY PROSPECTIVE INVESTOR. HOWEVER, THE FIRM FAILEDTO DO SO. THE FIRM DID NOT FILE THE PPM UNTIL AT LEAST THREEMONTHS AFTER PROVIDING THE PPM TO A PROSPECTIVE INVESTOR. THECOMPLAINT FURTHER ALLEGES THAT THE FIRM FAILED TO ESTABLISHAND MAINTAIN A REASONABLE SYSTEM FOR MAINTAINING ACCURATEBOOKS AND RECORDS. IN THE FIRM'S BOOKS AND RECORDS, THEPRESIDENT AND THE SENIOR OFFICER CAUSED THE FIRM TO RECORDPAYMENTS, INCLUDING PAYMENTS FOR PERSONAL EXPENSES, ASMISCELLANEOUS TRAVEL AND ENTERTAINMENT EXPENSES OR OTHERMISCELLANEOUS BUSINESS EXPENSES, RATHER THAN ASCOMPENSATION TO THE INDIVIDUALS. PAYMENTS MADE FOR THEINDIVIDUALS' PERSONAL EXPENSES SHOULD HAVE BEEN RECORDED INTHE FIRM'S BOOKS AND RECORDS AS PART OF THEIR COMPENSATION. ASA RESULT, THE FIRM WILLFULLY VIOLATED SECURITIES EXCHANGE ACTOF 1934 SECTION 17(A) AND RULES 17A-3, 17A-4 AND 17A-5 THEREUNDER,NASD RULE 3110, AND FINRA RULES 2010 AND 4511 BY CREATING ANDMAINTAINING INACCURATE BOOKS AND RECORDS. THE INDIVIDUALS ALSOCAUSED THE FIRM TO ISSUE THEM INACCURATE IRS FORMS W-2 THATUNDERSTATED THEIR COMPENSATION BY FAILING TO INCLUDE ANY OFTHE MORE THAN $200,000 THE FIRM PAID ON THEIR BEHALF, INCLUDINGFOR THEIR PERSONAL EXPENSES. IN ADDITION, THE COMPLAINT ALLEGESTHAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN A REASONABLESYSTEM, INCLUDING ADEQUATE WRITTEN SUPERVISORY PROCEDURES(WSPS), FOR THE REVIEW BY A REGISTERED PRINCIPAL OF INCOMINGAND OUTGOING ELECTRONIC CORRESPONDENCE. THE FIRM DID NOTMAINTAIN ANY DOCUMENTATION THAT ADEQUATELY IDENTIFIED THECOMMUNICATIONS REVIEWED, THE REVIEWERS OR THE DATES ONWHICH THE COMMUNICATIONS WERE REVIEWED. THE FIRM FAILED TOREPORT, AND FAILED TO TIMELY REPORT, CUSTOMER COMPLAINTS. MOSTOF THE COMPLAINTS WERE SENT TO REGISTERED REPRESENTATIVES VIAEMAIL, AND CONTAINED ALLEGATIONS OF SALES PRACTICE VIOLATIONS.THE FIRM FAILED TO LOCATE MANY OF THESE EMAILS THROUGH ANYSUPERVISORY REVIEW OF EMAIL COMMUNICATIONS. THE FIRM ALSOFAILED TO ESTABLISH, MAINTAIN AND ENFORCE SUPERVISORY CONTROLPOLICIES CONCERNING THE TRANSMITTAL OF CUSTOMER FUNDS ANDTHE ACTIVITIES OF PRODUCING MANAGERS. IN ADDITION, THE FIRMPREPARED A DEFICIENT NASD RULE 3012 REPORT DURING 2009.



ON MAY 23, 2016, THIS MATTER HAS BEEN APPEALED TO THE NAC ANDTHE SANCTIONS ARE NOT IN EFFECT PENDING REVIEW.






Initiated By: FINRA




THE FIRM WAS NAMED A RESPONDENT IN A FINRA COMPLAINT ALLEGINGTHAT IT, ALONG WITH ITS PRESIDENT, ENGAGED IN THE IMPROPERPUBLIC OFFERING AND SALE OF UNREGISTERED SECURITIES, INCONTRAVENTION OF SECTION 5 OF THE SECURITIES ACT OF 1933. THECOMPLAINT ALLEGES THAT THROUGH GENERAL SOLICITATION, THE FIRMAND THE PRESIDENT MARKETED AN UNREGISTERED OFFERING TO MORETHAN 1,000 RECIPIENTS OF BOILER-PLATE EMAILS, WITHOUT FIRSTESTABLISHING A SUBSTANTIVE RELATIONSHIP WITH EACH RECIPIENTSOLICITED. IN MARKETING THE OFFERING, THE FIRM, ACTING THROUGHTHE PRESIDENT, MADE EXAGGERATED AND UNBALANCED CLAIMS ANDIMPROPER PREDICTIONS OF PRICE PERFORMANCE. THEY ALSO OMITTEDMATERIAL FACTS, INCLUDING FULL DISCLOSURE OF THE FIRM'S, THEPRESIDENT'S AND A SENIOR OFFICER OF THE FIRM'S OWNERSHIPINTEREST IN THE COMPANY. THE EMAILS WERE NOT FAIR AND BALANCEDBECAUSE THEY DID NOT CONTAIN ADEQUATE RISK DISCLOSURES. THECOMPLAINT ALSO ALLEGES THAT THE FIRM WAS REQUIRED TO FILE APRIVATE PLACEMENT MEMORANDUM (PPM) FOR ANOTHER OFFERINGWITH FINRA AT OR PRIOR TO THE FIRST TIME THE DOCUMENT WASPROVIDED TO ANY PROSPECTIVE INVESTOR. HOWEVER, THE FIRM FAILEDTO DO SO. THE FIRM DID NOT FILE THE PPM UNTIL AT LEAST THREEMONTHS AFTER PROVIDING THE PPM TO A PROSPECTIVE INVESTOR. THECOMPLAINT FURTHER ALLEGES THAT THE FIRM FAILED TO ESTABLISHAND MAINTAIN A REASONABLE SYSTEM FOR MAINTAINING ACCURATEBOOKS AND RECORDS. IN THE FIRM'S BOOKS AND RECORDS, THEPRESIDENT AND THE SENIOR OFFICER CAUSED THE FIRM TO RECORDPAYMENTS, INCLUDING PAYMENTS FOR PERSONAL EXPENSES, ASMISCELLANEOUS TRAVEL AND ENTERTAINMENT EXPENSES OR OTHERMISCELLANEOUS BUSINESS EXPENSES, RATHER THAN ASCOMPENSATION TO THE INDIVIDUALS. PAYMENTS MADE FOR THEINDIVIDUALS' PERSONAL EXPENSES SHOULD HAVE BEEN RECORDED INTHE FIRM'S BOOKS AND RECORDS AS PART OF THEIR COMPENSATION. ASA RESULT, THE FIRM WILLFULLY VIOLATED SECURITIES EXCHANGE ACTOF 1934 SECTION 17(A) AND RULES 17A-3, 17A-4 AND 17A-5 THEREUNDER,NASD RULE 3110, AND FINRA RULES 2010 AND 4511 BY CREATING ANDMAINTAINING INACCURATE BOOKS AND RECORDS. THE INDIVIDUALS ALSOCAUSED THE FIRM TO ISSUE THEM INACCURATE IRS FORMS W-2 THATUNDERSTATED THEIR COMPENSATION BY FAILING TO INCLUDE ANY OFTHE MORE THAN $200,000 THE FIRM PAID ON THEIR BEHALF, INCLUDINGFOR THEIR PERSONAL EXPENSES. IN ADDITION, THE COMPLAINT ALLEGESTHAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN A REASONABLESYSTEM, INCLUDING ADEQUATE WRITTEN SUPERVISORY PROCEDURES(WSPS), FOR THE REVIEW BY A REGISTERED PRINCIPAL OF INCOMINGAND OUTGOING ELECTRONIC CORRESPONDENCE. THE FIRM DID NOTMAINTAIN ANY DOCUMENTATION THAT ADEQUATELY IDENTIFIED THECOMMUNICATIONS REVIEWED, THE REVIEWERS OR THE DATES ONWHICH THE COMMUNICATIONS WERE REVIEWED. THE FIRM FAILED TOREPORT, AND FAILED TO TIMELY REPORT, CUSTOMER COMPLAINTS. MOSTOF THE COMPLAINTS WERE SENT TO REGISTERED REPRESENTATIVES VIAEMAIL, AND CONTAINED ALLEGATIONS OF SALES PRACTICE VIOLATIONS.THE FIRM FAILED TO LOCATE MANY OF THESE EMAILS THROUGH ANYSUPERVISORY REVIEW OF EMAIL COMMUNICATIONS. THE FIRM ALSOFAILED TO ESTABLISH, MAINTAIN AND ENFORCE SUPERVISORY CONTROLPOLICIES CONCERNING THE TRANSMITTAL OF CUSTOMER FUNDS ANDTHE ACTIVITIES OF PRODUCING MANAGERS. IN ADDITION, THE FIRMPREPARED A DEFICIENT NASD RULE 3012 REPORT DURING 2009.









Other Product Type(s): UNREGISTERED OFFERING


Resolution:

Firm Statement EXTENDED HEARING PANEL DECISION RENDERED APRIL 27, 2016WHEREIN THE FIRM WAS FINED A TOTAL OF $700,000 AND ORDERED TOPAY, JOINTLY AND SEVERALLY, COSTS IN THE AMOUNT OF $13,626.32. THESANCTIONS WERE BASED ON FINDINGS THAT THE FIRM AND ITSPRINCIPAL, SENT, OR CAUSED TO BE SENT, MISLEADING ANDUNBALANCED ADVERTISING MATERIALS VIA EMAIL TO PROSPECTIVEINVESTORS. THE FINDINGS STATED THAT THE PRINCIPAL'S EMAILS WERENOT FAIR AND BALANCED BECAUSE HE FAILED TO ADEQUATELYDISCLOSE NUMEROUS MATERIAL FACTS ABOUT A COMPANY. IN MANYEMAILS, HE MADE EXAGGERATED AND UNWARRANTED CLAIMS ABOUTTHE COMPANY'S PROSPECTS IN RELATION TO MEDICAL DRUG AND ABOUTTHE COMPANY'S SHARES TRADING IN THE FIRST QUARTER OF 2011. HEFAILED TO PROVIDE A FACTUAL BASIS FOR HIS CLAIMS IN THE EMAILS. INSOME EMAILS, THE PRINCIPAL FAILED TO PROMINENTLY DISCLOSE THEFIRM'S NAME. IN ALL OF THEM, HE FAILED TO DISCLOSE THE FIRM'SRELATIONSHIP WITH THE COMPANY. THE FINDINGS ALSO STATED THAT BYFAILING TO CLASSIFY PERSONAL EXPENSES AS COMPENSATION TO ITSPRINCIPAL, THE FIRM INACCURATELY CLASSIFIED THE PERSONALEXPENSES IN ITS GENERAL LEDGER, MONTHLY FOCUS REPORTS, ANDANNUAL REPORTS IN 2011. THE MISCLASSIFICATION WAS NOT WILLFUL ORINTENTIONAL; RATHER, IT WAS THE RESULT OF CARELESSNESS ANDINADEQUATE OVERSIGHT AND ATTENTION TO DETAIL AT THE FIRM. THEFINDINGS ALSO INCLUDED THAT THE FIRM DID NOT HAVE AN ADEQUATESYSTEM REASONABLY DESIGNED TO ENSURE THAT IT PROPERLYACCOUNTED FOR PAYMENTS IT MADE FOR THE PERSONAL EXPENSES,NOR DID IT HAVE REASONABLE WSPS FOR MAINTAINING ACCURATEBOOKS AND RECORDS, WITH RESPECT TO THE PERSONAL EXPENSES.THE CEO AND SELF-DESCRIBED "BOSS OF THE FIRM," SHOULD HAVEENSURED THAT THE CFO HAD CREATED AND MAINTAINED ADEQUATEWSPS. HE KNEW OR SHOULD HAVE KNOWN THAT HIS CFO WAS NOTSPENDING SUFFICIENT TIME AT THE FIRM, AND SHOULD HAVE EXERCISEDMORE OVERSIGHT OF THE CFO'S ACTIVITIES. INSTEAD, THE CEOIGNORED THE CFO'S SHORTCOMINGS BECAUSE HE DID NOT VALUECOMPLIANCE AT THE FIRM. THE CEO WAS RESPONSIBLE FOR THE FIRM'SFAILURE TO HAVE REASONABLE WSPS. FINRA FOUND THAT THE FIRMFAILED TO ESTABLISH AND MAINTAIN A REASONABLE SUPERVISORYSYSTEM, INCLUDING WSPS, FOR THE REVIEW BY A REGISTEREDPRINCIPAL OF ITS INCOMING AND OUTGOING ELECTRONICCORRESPONDENCE. THE FIRM'S WSPS FAILED TO ADDRESS HOWSUPERVISORS WERE TO REVIEW ELECTRONIC CORRESPONDENCE, ANDTHE FIRM ALSO FAILED TO DOCUMENT SUCH REVIEWS. FULLY, THE FIRM'SWSPS FAILED TO ADDRESS HOW SUPERVISORS WERE TO SELECTELECTRONIC CORRESPONDENCE FOR REVIEW, HOW THEY WERE TOREVIEW IT, HOW OFTEN THEY NEEDED TO REVIEW IT, AND HOW THEYWERE TO DOCUMENT THEIR REVIEWS. FINRA ALSO FOUND THAT THEFIRM FAILED TO REPORT TO FINRA STATISTICAL AND SUMMARYINFORMATION REGARDING 49 WRITTEN CUSTOMER COMPLAINTS ITRECEIVED AND ALSO FAILED TO TIMELY REPORT THREE OTHERCOMPLAINTS IT RECEIVED. IN ADDITION, FINRA DETERMINED THAT THEFIRM'S WSPS DID NOT ADEQUATELY ADDRESS REQUIRED AREAS OFSUPERVISION OF PRODUCING MANAGERS AND TRANSMITTALS OFCUSTOMER FUNDS AND SECURITIES. IN ADDITION, THE FIRM'S 2009ANNUAL REPORT REGARDING ITS SUPERVISORY CONTROL SYSTEM DIDNOT ADEQUATELY SUMMARIZE THE PROCEDURES USED TO TEST ANDVERIFY THE EFFICACY OF ITS SYSTEM. MOREOVER, FINRA FOUND THATTHE FIRST CAUSE OF ACTION AND THE FIFTH CAUSE OF ACTION AGAINSTTHE FIRM ARE DISMISSED. FINRA DISMISSED THE THIRD CAUSE OFACTION AGAINST THE FIRM BEFORE THE HEARING. THE FIRST CAUSE OFACTION ALLEGES THAT THE FIRM OFFERED TO SELL SECURITIES WHENNO REGISTRATION STATEMENT WAS IN EFFECT FOR THOSE SECURITIESAND NO EXEMPTION FROM REGISTRATION APPLIED. THE FIFTH CAUSE OFACTION ALLEGES THAT THE FIRM FALSIFIED IRS TAX FORMS. THE THIRDCAUSE OF ACTION ALLEGES THAT THE FIRM FAILED TO FILE A PRIVATEPLACEMENT MEMORANDUM (PPM) FOR ANOTHER OFFERING WITH FINRAAT OR PRIOR TO THE FIRST TIME THE DOCUMENT WAS PROVIDED TO ANYPROSPECTIVE INVESTOR. IF NO FURTHER ACTION IS TAKEN THEDECISION WILL BECOME FINAL JUNE 14, 2016. ON MAY 23, 2016, THISMATTER HAS BEEN APPEALED

Other






EXTENDED HEARING PANEL DECISION RENDERED APRIL 27, 2016WHEREIN THE FIRM WAS FINED A TOTAL OF $700,000 AND ORDERED TOPAY, JOINTLY AND SEVERALLY, COSTS IN THE AMOUNT OF $13,626.32. THESANCTIONS WERE BASED ON FINDINGS THAT THE FIRM AND ITSPRINCIPAL, SENT, OR CAUSED TO BE SENT, MISLEADING ANDUNBALANCED ADVERTISING MATERIALS VIA EMAIL TO PROSPECTIVEINVESTORS. THE FINDINGS STATED THAT THE PRINCIPAL'S EMAILS WERENOT FAIR AND BALANCED BECAUSE HE FAILED TO ADEQUATELYDISCLOSE NUMEROUS MATERIAL FACTS ABOUT A COMPANY. IN MANYEMAILS, HE MADE EXAGGERATED AND UNWARRANTED CLAIMS ABOUTTHE COMPANY'S PROSPECTS IN RELATION TO MEDICAL DRUG AND ABOUTTHE COMPANY'S SHARES TRADING IN THE FIRST QUARTER OF 2011. HEFAILED TO PROVIDE A FACTUAL BASIS FOR HIS CLAIMS IN THE EMAILS. INSOME EMAILS, THE PRINCIPAL FAILED TO PROMINENTLY DISCLOSE THEFIRM'S NAME. IN ALL OF THEM, HE FAILED TO DISCLOSE THE FIRM'SRELATIONSHIP WITH THE COMPANY. THE FINDINGS ALSO STATED THAT BYFAILING TO CLASSIFY PERSONAL EXPENSES AS COMPENSATION TO ITSPRINCIPAL, THE FIRM INACCURATELY CLASSIFIED THE PERSONALEXPENSES IN ITS GENERAL LEDGER, MONTHLY FOCUS REPORTS, ANDANNUAL REPORTS IN 2011. THE MISCLASSIFICATION WAS NOT WILLFUL ORINTENTIONAL; RATHER, IT WAS THE RESULT OF CARELESSNESS ANDINADEQUATE OVERSIGHT AND ATTENTION TO DETAIL AT THE FIRM. THEFINDINGS ALSO INCLUDED THAT THE FIRM DID NOT HAVE AN ADEQUATESYSTEM REASONABLY DESIGNED TO ENSURE THAT IT PROPERLYACCOUNTED FOR PAYMENTS IT MADE FOR THE PERSONAL EXPENSES,NOR DID IT HAVE REASONABLE WSPS FOR MAINTAINING ACCURATEBOOKS AND RECORDS, WITH RESPECT TO THE PERSONAL EXPENSES.THE CEO AND SELF-DESCRIBED "BOSS OF THE FIRM," SHOULD HAVEENSURED THAT THE CFO HAD CREATED AND MAINTAINED ADEQUATEWSPS. HE KNEW OR SHOULD HAVE KNOWN THAT HIS CFO WAS NOTSPENDING SUFFICIENT TIME AT THE FIRM, AND SHOULD HAVE EXERCISEDMORE OVERSIGHT OF THE CFO'S ACTIVITIES. INSTEAD, THE CEOIGNORED THE CFO'S SHORTCOMINGS BECAUSE HE DID NOT VALUECOMPLIANCE AT THE FIRM. THE CEO WAS RESPONSIBLE FOR THE FIRM'SFAILURE TO HAVE REASONABLE WSPS. FINRA FOUND THAT THE FIRMFAILED TO ESTABLISH AND MAINTAIN A REASONABLE SUPERVISORYSYSTEM, INCLUDING WSPS, FOR THE REVIEW BY A REGISTEREDPRINCIPAL OF ITS INCOMING AND OUTGOING ELECTRONICCORRESPONDENCE. THE FIRM'S WSPS FAILED TO ADDRESS HOWSUPERVISORS WERE TO REVIEW ELECTRONIC CORRESPONDENCE, ANDTHE FIRM ALSO FAILED TO DOCUMENT SUCH REVIEWS. FULLY, THE FIRM'SWSPS FAILED TO ADDRESS HOW SUPERVISORS WERE TO SELECTELECTRONIC CORRESPONDENCE FOR REVIEW, HOW THEY WERE TOREVIEW IT, HOW OFTEN THEY NEEDED TO REVIEW IT, AND HOW THEYWERE TO DOCUMENT THEIR REVIEWS. FINRA ALSO FOUND THAT THEFIRM FAILED TO REPORT TO FINRA STATISTICAL AND SUMMARYINFORMATION REGARDING 49 WRITTEN CUSTOMER COMPLAINTS ITRECEIVED AND ALSO FAILED TO TIMELY REPORT THREE OTHERCOMPLAINTS IT RECEIVED. IN ADDITION, FINRA DETERMINED THAT THEFIRM'S WSPS DID NOT ADEQUATELY ADDRESS REQUIRED AREAS OFSUPERVISION OF PRODUCING MANAGERS AND TRANSMITTALS OFCUSTOMER FUNDS AND SECURITIES. IN ADDITION, THE FIRM'S 2009ANNUAL REPORT REGARDING ITS SUPERVISORY CONTROL SYSTEM DIDNOT ADEQUATELY SUMMARIZE THE PROCEDURES USED TO TEST ANDVERIFY THE EFFICACY OF ITS SYSTEM. MOREOVER, FINRA FOUND THATTHE FIRST CAUSE OF ACTION AND THE FIFTH CAUSE OF ACTION AGAINSTTHE FIRM ARE DISMISSED. FINRA DISMISSED THE THIRD CAUSE OFACTION AGAINST THE FIRM BEFORE THE HEARING. THE FIRST CAUSE OFACTION ALLEGES THAT THE FIRM OFFERED TO SELL SECURITIES WHENNO REGISTRATION STATEMENT WAS IN EFFECT FOR THOSE SECURITIESAND NO EXEMPTION FROM REGISTRATION APPLIED. THE FIFTH CAUSE OFACTION ALLEGES THAT THE FIRM FALSIFIED IRS TAX FORMS. THE THIRDCAUSE OF ACTION ALLEGES THAT THE FIRM FAILED TO FILE A PRIVATEPLACEMENT MEMORANDUM (PPM) FOR ANOTHER OFFERING WITH FINRAAT OR PRIOR TO THE FIRST TIME THE DOCUMENT WAS PROVIDED TO ANYPROSPECTIVE INVESTOR. IF NO FURTHER ACTION IS TAKEN THEDECISION WILL BECOME FINAL JUNE 14, 2016. ON MAY 23, 2016, THISMATTER HAS BEEN APPEALED






Regulatory - Pending

This type of disclosure event may include a pending formal proceeding initiated by a regulatory authority (e.g., a statesecurities agency, self-regulatory organization, federal regulatory agency such as the Securities and ExchangeCommission, foreign financial regulatory body) for alleged violations of investment-related rules or regulations.

Disclosure 1 of 3


Allegations: THE FIRM WAS NAMED IN A FINRA COMPLAINT ALLEGING THAT IT IMPOSEDUNDISCLOSED AND, IN MANY INSTANCES, EXCESSIVE MARKUPS ANDMARKDOWNS ON CUSTOMER TRADES. THE COMPLAINT ALLEGES THATTHE FIRM, AT THE DIRECTION OF ITS CEO AND OTHERS, CHARGEDUNDISCLOSED MARKUPS AND MARKDOWNS ON 962 EQUITY TRADES,RESULTING IN SECRET PROFITS FOR THE FIRM TOTALING $318,109.16.APPROXIMATELY 199 OF THOSE TRADES INCLUDED UNDISCLOSEDMARKUPS THAT, WHEN ADDED TO THE DISCLOSED COMMISSION,MARKUP, OR MARKDOWN, EXCEEDED 5% OF THE FIRM'SCONTEMPORANEOUS COST. THE UNDISCLOSED MARKUPS IN THE 199TRADES TOTALED $104,047.93. THE MARKUPS AND MARKDOWNS WEREUNREASONABLE, UNFAIR AND EXCESSIVE TAKING INTO CONSIDERATIONALL RELEVANT CIRCUMSTANCES, INCLUDING THE NATURE OF THETRANSACTIONS AND THE SECURITIES AT ISSUE. THE FIRM FAILED TODISCLOSE MARKUPS AND MARKDOWNS ON 962 CUSTOMERCONFIRMATIONS FOR THE 962 EQUITY TRADES WITH UNDISCLOSEDMARKUPS. THE FIRM ALSO UNDERSTATED THE AMOUNT OF TOTALREMUNERATION RECEIVED BY THE FIRM. AS A RESULT, THE FIRMWILLFULLY VIOLATED SECTION 10(B) OF THE SECURITIES EXCHANGE ACTOF 1934 AND RULES 10B-5 AND 10B-10, AND VIOLATED FINRA RULES 2020.BY THE SAME FRAUDULENT CONDUCT, THE FIRM ACTED INCONTRAVENTION OF SECTION 17(A) OF THE SECURITIES ACT OF 1933.THE COMPLAINT ALSO ALLEGES THAT THESE FRAUDULENT SCHEMESCONTINUED FOR YEARS BECAUSE THE FIRM AND ITS CEO FAILED TOESTABLISH, MAINTAIN AND ENFORCE SUPERVISORY SYSTEMS,INCLUDING WRITTEN SUPERVISORY PROCEDURES, REASONABLYDESIGNED TO PREVENT FRAUDULENT, POST-EXECUTION TRADEALLOCATIONS AND TO PREVENT THE IMPOSITION OF UNDISCLOSED ANDEXCESSIVE MARKUPS AND MARKDOWNS. THE COMPLAINT FURTHERALLEGES THAT THE FIRM FAILED TO ADOPT AND IMPLEMENT AN ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM REASONABLY DESIGNEDTO DETECT AND REPORT, WHERE APPROPRIATE, SUSPICIOUS ACTIVITYINVOLVING TRANSACTIONS IN WHICH CUSTOMERS BUY AND SELLSECURITIES IN UNUSUAL CIRCUMSTANCES OR EXHIBIT A LACK OFCONCERN REGARDING RISKS, COMMISSIONS, OR OTHER TRANSACTIONCOSTS. IN ADDITION, THE COMPLAINT ALLEGES THAT THE FIRM FAILED TOMAKE AND RETAIN REQUIRED BOOKS AND RECORDS, INCLUDING ORDERTICKETS FOR HUNDREDS OF TRANSACTIONS RELATING TO THEFRAUDULENT ALLOCATION SCHEME. MOREOVER, THE COMPLAINTALLEGES THAT THE FIRM ALLOWED TWO INDIVIDUALS TO FUNCTION INCAPACITIES FOR WHICH THEY WERE NOT REGISTERED AND FOR WHICHTHEY HAD NOT PASSED THE APPROPRIATE QUALIFICATION EXAM.FURTHERMORE, THE COMPLAINT ALLEGES THAT THE FIRM FAILED TOREPORT CUSTOMER COMPLAINTS. THE COMPLAINT ALSO ALLEGES THATTHE FIRM FAILED TO TIMELY PRODUCE DOCUMENTS AND INFORMATIONREQUESTED BY FINRA, ONLY PRODUCING THE INFORMATION AFTERFINRA NOTIFIED THE FIRM THAT IT WOULD BE SUSPENDED.







Initiated By: FINRA






Other Product Type(s): UNSPECIFIED SECURITIES

THE FIRM WAS NAMED IN A FINRA COMPLAINT ALLEGING THAT IT IMPOSEDUNDISCLOSED AND, IN MANY INSTANCES, EXCESSIVE MARKUPS ANDMARKDOWNS ON CUSTOMER TRADES. THE COMPLAINT ALLEGES THATTHE FIRM, AT THE DIRECTION OF ITS CEO AND OTHERS, CHARGEDUNDISCLOSED MARKUPS AND MARKDOWNS ON 962 EQUITY TRADES,RESULTING IN SECRET PROFITS FOR THE FIRM TOTALING $318,109.16.APPROXIMATELY 199 OF THOSE TRADES INCLUDED UNDISCLOSEDMARKUPS THAT, WHEN ADDED TO THE DISCLOSED COMMISSION,MARKUP, OR MARKDOWN, EXCEEDED 5% OF THE FIRM'SCONTEMPORANEOUS COST. THE UNDISCLOSED MARKUPS IN THE 199TRADES TOTALED $104,047.93. THE MARKUPS AND MARKDOWNS WEREUNREASONABLE, UNFAIR AND EXCESSIVE TAKING INTO CONSIDERATIONALL RELEVANT CIRCUMSTANCES, INCLUDING THE NATURE OF THETRANSACTIONS AND THE SECURITIES AT ISSUE. THE FIRM FAILED TODISCLOSE MARKUPS AND MARKDOWNS ON 962 CUSTOMERCONFIRMATIONS FOR THE 962 EQUITY TRADES WITH UNDISCLOSEDMARKUPS. THE FIRM ALSO UNDERSTATED THE AMOUNT OF TOTALREMUNERATION RECEIVED BY THE FIRM. AS A RESULT, THE FIRMWILLFULLY VIOLATED SECTION 10(B) OF THE SECURITIES EXCHANGE ACTOF 1934 AND RULES 10B-5 AND 10B-10, AND VIOLATED FINRA RULES 2020.BY THE SAME FRAUDULENT CONDUCT, THE FIRM ACTED INCONTRAVENTION OF SECTION 17(A) OF THE SECURITIES ACT OF 1933.THE COMPLAINT ALSO ALLEGES THAT THESE FRAUDULENT SCHEMESCONTINUED FOR YEARS BECAUSE THE FIRM AND ITS CEO FAILED TOESTABLISH, MAINTAIN AND ENFORCE SUPERVISORY SYSTEMS,INCLUDING WRITTEN SUPERVISORY PROCEDURES, REASONABLYDESIGNED TO PREVENT FRAUDULENT, POST-EXECUTION TRADEALLOCATIONS AND TO PREVENT THE IMPOSITION OF UNDISCLOSED ANDEXCESSIVE MARKUPS AND MARKDOWNS. THE COMPLAINT FURTHERALLEGES THAT THE FIRM FAILED TO ADOPT AND IMPLEMENT AN ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM REASONABLY DESIGNEDTO DETECT AND REPORT, WHERE APPROPRIATE, SUSPICIOUS ACTIVITYINVOLVING TRANSACTIONS IN WHICH CUSTOMERS BUY AND SELLSECURITIES IN UNUSUAL CIRCUMSTANCES OR EXHIBIT A LACK OFCONCERN REGARDING RISKS, COMMISSIONS, OR OTHER TRANSACTIONCOSTS. IN ADDITION, THE COMPLAINT ALLEGES THAT THE FIRM FAILED TOMAKE AND RETAIN REQUIRED BOOKS AND RECORDS, INCLUDING ORDERTICKETS FOR HUNDREDS OF TRANSACTIONS RELATING TO THEFRAUDULENT ALLOCATION SCHEME. MOREOVER, THE COMPLAINTALLEGES THAT THE FIRM ALLOWED TWO INDIVIDUALS TO FUNCTION INCAPACITIES FOR WHICH THEY WERE NOT REGISTERED AND FOR WHICHTHEY HAD NOT PASSED THE APPROPRIATE QUALIFICATION EXAM.FURTHERMORE, THE COMPLAINT ALLEGES THAT THE FIRM FAILED TOREPORT CUSTOMER COMPLAINTS. THE COMPLAINT ALSO ALLEGES THATTHE FIRM FAILED TO TIMELY PRODUCE DOCUMENTS AND INFORMATIONREQUESTED BY FINRA, ONLY PRODUCING THE INFORMATION AFTERFINRA NOTIFIED THE FIRM THAT IT WOULD BE SUSPENDED.

Disclosure 2 of 3

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Initiated By: FINRA


Other


DISCIPLINARY ACTIONS HAVE BEEN RECOMMENDED TO BE BROUGHTAGAINST MEYERS ASSOCIATES LP


Docket/Case Number: 20120304249, 20130352544, 20140423161



Allegations: THE STAFF OF FINRA HAS MADE AN ALLEGED PRELIMININARYDETERMINATION TO RECOMMEND THAT DISCIPLINARY ACTION BEBROUGHT AGAINST BRUCE MEYERS AND MEYERS ASSOCIATES FORVARIOUS POTENTIAL VIOLATIONS









DISCIPLINARY ACTIONS HAVE BEEN RECOMMENDED TO BE BROUGHTAGAINST MEYERS ASSOCIATES LP

Disclosure 3 of 3

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Revocation


ORDER TO CEASE AND DESIST, NOTICE OF INTENT TO REVOKEREGISTRATION AS A BROKER-DEALER AND NOTICE OF INTENT TO FINEISSUED FEBRUARY 10, 2014.













ORDER TO CEASE AND DESIST, NOTICE OF INTENT TO REVOKEREGISTRATION AS A BROKER-DEALER AND NOTICE OF INTENT TO FINEISSUED FEBRUARY 10, 2014.

Firm Statement MEYERS ASSOCIATES IS ADAMENTLY APPEALING






Arbitration Award - Award / Judgment

Brokerage firms are not required to report arbitration claims filed against them by customers; however, BrokerCheckprovides summary information regarding FINRA arbitration awards involving securities and commodities disputesbetween public customers and registered securities firms in this section of the report. The full text of arbitration awards issued by FINRA is available at www.finra.org/awardsonline.

Disclosure 1 of 14


Type of Event: ARBITRATION

Arbitration Forum:

Case Initiated:

Case Number:

Allegations:

Disputed Product Type:

Sum of All Relief Requested:

Disposition:

Disposition Date:

Sum of All Relief Awarded:

NASD

09/11/2000

00-03707

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNT RELATED-BREACH OF CONTRACT;ACCOUNT RELATED-FAILURE TO SUPERVISE

COMMON STOCK; DO NOT USE-NO OTHER TYPE OF SEC INVOLVE

$239,625.26

AWARD AGAINST PARTY

11/05/2002

$148,505.02

There may be a non-monetary award associated with this arbitration.Please select the Case Number above to view more detailed information.

Disclosure 2 of 14

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Arbitration Forum:

Case Initiated:

Case Number:

Allegations:


NASD

12/28/2000

00-05500

ACCOUNT RELATED-BREACH OF CONTRACT; DO NOT USE-NO OTHERCONTROVERSY INVOLVED

DO NOT USE-NO OTHER TYPE OF SEC INVOLVE; UNKNOWN TYPE OFSECURITIES





www.finra.org/awardsonline

https://www.finra.org/arbitration-and-mediation/arbitration-awards-online?search=00-03707





Disposition:

Disposition Date:


DO NOT USE-NO OTHER TYPE OF SEC INVOLVE; UNKNOWN TYPE OFSECURITIES

$50,000.00

AWARD AGAINST PARTY

07/09/2002

$50,000.00


Disclosure 3 of 14

i



Arbitration Forum:

Case Initiated:

Case Number:

Allegations:



Disposition:

Disposition Date:


NASD

01/29/2002

02-00160

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-OTHER;ACCOUNT ACTIVITY-SUITABILITY; ACCOUNT ACTIVITY-UNAUTHORIZEDTRADING

COMMON STOCK; DO NOT USE-NO OTHER TYPE OF SEC INVOLVE;OPTIONS; OTHER TYPES OF SECURITIES

$186,000.00

AWARD AGAINST PARTY

01/17/2003

$125,000.02


Disclosure 4 of 14

i



Arbitration Forum:

Allegations:

NASD

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-CHURNING; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNTACTIVITY-UNAUTHORIZED TRADING







Arbitration Forum:

Case Initiated:

Case Number:



Disposition:

Disposition Date:


NASD

04/08/2002

02-01863


$700,000.00

AWARD AGAINST PARTY

03/10/2003

$185,195.01


Disclosure 5 of 14

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Arbitration Forum:

Case Initiated:

Case Number:

Allegations:



Disposition:

Disposition Date:


NASD

07/22/2002

02-04099

ACCOUNT ACTIVITY-UNAUTHORIZED TRADING; ACCOUNT RELATED-BREACH OF CONTRACT; ACCOUNT RELATED-NEGLIGENCE; DO NOT USE-NO OTHER CONTROVERSY INVOLVED


$764,000.00

AWARD AGAINST PARTY

04/27/2004

$15,000.00


Disclosure 6 of 14

i



Allegations: ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-CHURNING; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNTACTIVITY-OMISSION OF FACTS








Arbitration Forum:

Case Initiated:

Case Number:

Allegations:



Disposition:

Disposition Date:


NASD

03/24/2003

03-01806

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-CHURNING; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNTACTIVITY-OMISSION OF FACTS


$69,048.00

AWARD AGAINST PARTY

06/17/2004

$185,000.02


Disclosure 7 of 14

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Arbitration Forum:

Case Initiated:

Case Number:

Allegations:



Disposition:

Disposition Date:


NASD

12/09/2003

03-07797

ACCOUNT ACTIVITY-CHURNING; ACCOUNT ACTIVITY-SUITABILITY;ACCOUNT RELATED-NEGLIGENCE; ACCOUNT RELATED-OTHER


Unspecified Damages

AWARD AGAINST PARTY

07/25/2005

$564,618.01


Disclosure 8 of 14

i










Arbitration Forum:

Case Initiated:

Case Number:

Allegations:



Disposition:

Disposition Date:


FINRA

12/07/2010

10-05361

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNT ACTIVITY-OMISSION OF FACTS;ACCOUNT ACTIVITY-OTHER; ACCOUNT RELATED-BREACH OF CONTRACT;ACCOUNT RELATED-FAILURE TO SUPERVISE; ACCOUNT RELATED-NEGLIGENCE

COMMON STOCK

$350,000.00

AWARD AGAINST PARTY

03/21/2014

$447,282.89


Disclosure 9 of 14

i



Arbitration Forum:

Case Initiated:

Case Number:

Allegations:



Disposition:

Disposition Date:

FINRA

12/29/2015

15-03365

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-CHURNING; ACCOUNT ACTIVITY-MANIPULATION; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNT ACTIVITY-OMISSION OF FACTS;ACCOUNT ACTIVITY-OTHER; ACCOUNT ACTIVITY-SUITABILITY; ACCOUNTRELATED-BREACH OF CONTRACT; TRADING DISPUTES-MARK-UPS

COMMON STOCK

$46,718.28

AWARD AGAINST PARTY

06/09/2016








Disposition Date:


06/09/2016

$19,190.28


Disclosure 10 of 14

i



Arbitration Forum:

Case Initiated:

Case Number:

Allegations:



Disposition:

Disposition Date:


FINRA

01/22/2016

16-00060

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-MANIPULATION; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNTACTIVITY-OMISSION OF FACTS; ACCOUNT ACTIVITY-SUITABILITY; ACCOUNTRELATED-BREACH OF CONTRACT; ACCOUNT RELATED-FAILURE TOSUPERVISE; ACCOUNT RELATED-NEGLIGENCE

COMMON STOCK; OPTIONS

$800,000.00

AWARD AGAINST PARTY

02/06/2018

$45,425.00


Disclosure 11 of 14

i



Arbitration Forum:

Case Initiated:

Case Number:

Allegations:


FINRA

06/24/2016

16-01792

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-FRAUD;ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNT ACTIVITY-SUITABILITY; ACCOUNT RELATED-NEGLIGENCE










Disposition:

Disposition Date:


$200,000.00

AWARD AGAINST PARTY

08/20/2018

$397,300.01


Disclosure 12 of 14

i



Arbitration Forum:

Case Initiated:

Case Number:

Allegations:



Disposition:

Disposition Date:


FINRA

02/10/2017

17-00360

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-CHURNING; ACCOUNT ACTIVITY-FRAUD; ACCOUNT ACTIVITY-SUITABILITY;ACCOUNT ACTIVITY-VIOLATE OF BLUE SKY LWS; ACCOUNT RELATED-FAILURE TO SUPERVISE; ACCOUNT RELATED-NEGLIGENCE

$550,000.00

AWARD AGAINST PARTY

08/13/2018

$4,978,000.61


Disclosure 13 of 14

i



Allegations: ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-CHURNING; ACCOUNT ACTIVITY-MANIPULATION; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNT ACTIVITY-OMISSION OF FACTS;ACCOUNT ACTIVITY-SUITABILITY; ACCOUNT RELATED-BREACH OFCONTRACT; ACCOUNT RELATED-NEGLIGENCE 88©2019 FINRA. All rights reserved. Report about WINDSOR STREET CAPITAL, LP






Arbitration Forum:

Case Initiated:

Case Number:



Disposition:

Disposition Date:


FINRA

03/31/2017

17-00756

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-CHURNING; ACCOUNT ACTIVITY-MANIPULATION; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNT ACTIVITY-OMISSION OF FACTS;ACCOUNT ACTIVITY-SUITABILITY; ACCOUNT RELATED-BREACH OFCONTRACT; ACCOUNT RELATED-NEGLIGENCE

COMMON STOCK; LIMITED PARTNERSHIPS; STRUCTURED PRODUCTS

$175,000.00

AWARD AGAINST PARTY

10/02/2018

$287,185.64


Disclosure 14 of 14

i



Arbitration Forum:

Case Initiated:

Case Number:

Allegations:



Disposition:

Disposition Date:


FINRA

04/19/2018

18-01421

ACCOUNT ACTIVITY-BRCH OF FIDUCIARY DT; ACCOUNT ACTIVITY-CHURNING; ACCOUNT ACTIVITY-MISREPRESENTATION; ACCOUNTACTIVITY-OMISSION OF FACTS; ACCOUNT ACTIVITY-SUITABILITY; ACCOUNTRELATED-BREACH OF CONTRACT; ACCOUNT RELATED-FAILURE TOSUPERVISE; ACCOUNT RELATED-NEGLIGENCE

COMMON STOCK; PRIVATE EQUITIES

Unspecified Damages

AWARD AGAINST PARTY

04/01/2019

$100,000.00









End of Report

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Documents

WINDSOR STREET CAPITAL, LP - FINRA · WINDSOR STREET CAPITAL, LP CRD# 34171 SEC# 8-46219 Main Office Location 45 BROADWAY 2ND FLOOR NEW YORK, NY 10006 Mailing Address 45 BROADWAY