Orders From Other Years
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TradeStation Crypto, Inc. – S-21-3172-23-CO01 - Consent Order
On December 21, 2023, the Securities Division entered into a consent order with Respondent TradeStation Crypto, Inc. (“TradeStation”) as part of a multistate settlement to resolve the Securities Division’s investigation into TradeStation’s crypto interest-earning program. The investigation revealed that TradeStation offered a crypto interest-earning program to Washington investors, in the form of an interest feature associated with investor digital trading accounts. Under this program, investors passively earned interest on crypto assets by loaning them to TradeStation. TradeStation maintained total discretion over the revenue-generating activities utilized to earn returns for investors. The company offered and promoted their crypto interest-earning program in Washington and the United States at large via its website and various platforms. In addition to a monetary settlement of $29,411 to the WA DFI, TradeStation agreed to cease and desist from offering, selling, or renewing the interest feature or any security that is not registered, qualified, or exempt, to investors in all NASAA jurisdictions, including Washington.
Christopher B. Nicholson, Compass Capital Advisors L.L.C. – S-23-3514-23-CO01 - Consent Order
On December 18, 2023, the Securities Division entered into a Consent Order with Christopher B. Nicholson and Compass Capital Advisors L.L.C. (collectively, “Respondents”). The Securities Division previously entered a Statement of Charges against the Respondents on November 3, 2023. The Statement of Charges alleged that the Respondents raised funds through the offer and sale of promissory notes and violated the Securities Act of Washington. In settling the matter, the Respondents neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act. The Respondents further agreed to pay a fine of $5,000 and reimburse the Securities Division $1,500 for its costs of investigation. The Respondents waived their right to a hearing and to judicial review of the matter.
The Franchise Consulting Company, Inc. and Nicholas Neonakis a.k.a. Nick Neonakis – S-22-3408-23-SC01 - Statement of Charges
On December 8, 2023, the Securities Division entered a Statement of Charges against The Franchise Consulting Company, Inc. and Nicholas Neonakis a.k.a. Nick Neonakis (“Respondents”). In the Statement of Charges, the Securities Division alleged that Respondents acted as unregistered franchise brokers in the offer and sale of franchises in Washington. The Securities Division intends to order the Respondents to cease and desist from violations of RCW 19.100.140, the franchise broker registration section of the Franchise Investment Protection Act. The Respondents each have an opportunity for hearing in this matter.
Michael Jardine a.k.a. Mike Jardine and MWJ Holdings LLC d.b.a. Twisted Sugar - S-23-3550-23-FO01 - Final Order
On December 8, 2023, the Securities Division entered Final Order S-23-3550-23-FO01 against Michael Jardine a.k.a. Mike Jardine and MWJ Holdings LLC d.b.a. Twisted Sugar (“Respondents”). The Securities Division issued a Statement of Charges against Respondents on November 3, 2023. The Statement of Charges alleged that the Respondents offered and/or sold an unregistered franchise to operate a Twisted Sugar cookie store to at least one Washington resident. The Statement of Charges also alleged that the Respondents made a false and misleading statement and failed to provide material information in connection with its financial performance claims. The Securities Division ordered the Respondents to cease and desist from violations of RCW 19.100.020 and RCW 19.100.170, the franchise registration and “violations” sections of the Franchise Investment Protection Act. Respondents have the right to request judicial review of the Final Order.
Dimmples, Inc. d.b.a. Dimmples Car Rental and Eric Tano Tataw, a.k.a. Eric Tataw Tano – S-23-3606-23-FO01 - Final Order
On December 8, 2023, the Securities Division entered Final Order S-23-3606-23-FO01 against Dimmples, Inc. d.b.a. Dimmples Car Rental and Eric Tano Tataw, a.k.a. Eric Tataw Tano (“Respondents”). The Securities Division issued a Statement of Charges against Respondents on November 3, 2023. The Statement of Charges alleged that the Respondents offered and/or sold an unregistered franchise to operate a Dimmples Car Rental business to at least one Washington resident. The Statement of Charges also alleged that the Respondents failed to provide a Franchise Disclosure Document to a franchisee. The Securities Division ordered the Respondents to cease and desist from violations of RCW 19.100.020 and RCW 19.100.080, the franchise registration and “unlawful acts” sections of the Franchise Investment Protection Act. Respondents have the right to request judicial review of the Final Order.
Always Faithful Dog Training, Inc. and Abraham Mashal - S-23-3620-23-CO01 - Consent Order
On December 6, 2023, the Securities Division entered into a Consent Order with Always Faithful Dog Training, Inc. and Abraham Mashal (“Respondents”). In the Consent Order, the Division alleged that the Respondents violated the Franchise Investment Protection Act by offering a franchise in violation of RCW 19.100.170 because they provided to a franchise prospect a Franchise Disclosure Document that contained conflicting and misleading information, failed to disclose material facts, and made a franchise exemption filing that was incomplete and/or contained a false or misleading statement as to a material fact. The Division further alleged that the Respondents violated RCW 19.100.020 by offering and selling franchises in Washington while not registered to do so. Without admitting or denying the Securities Division’s allegations, Respondents agreed to cease and desist from violations of RCW 19.100.170 and RCW 19.100.020, the violations and the registration portions of the Franchise Investment Protection Act. It was further agreed and ordered that the Respondents’ claim of franchise exemption filing was revoked. Respondents also agreed to pay investigative costs of $1,462 and waived its right to a hearing and judicial review of the matter.
Regal Assets LLC, Tyler Gallagher, Leah Donoso, Christian Howard - S-22-3482-23-FO01 - Final Order
On December 6, 2023, the Securities Division entered a Final Order against Regal Assets LLC, Tyler Gallagher, Leah Donoso, Christian Howard. The Securities Division alleged that, between March 2009 and October 2022, Regal Assets LLC, Tyler Gallagher, Leah Donoso, and Christian Howard have offered and sold unregistered commodities in the form of precious metals. During this time, at least two Washington residents invested approximately $1,387,123.19 in Regal Assets LLCs by purchasing precious metals. The Securities Division alleged that the Respondents sold unregistered commodities and violated the anti-fraud provision of the Commodity Transactions Act. The Securities Division ordered the Respondents to cease and desist from violating the Commodity Transactions Act of Washington. The Final Order orders Respondents to cease and desist from violating the Commodity Transactions Act of Washington. The Respondents have a right to petition for judicial review of this matter.
F45 Training Incorporated - S-23-3534-23-CO01 - Consent Order
On December 4, 2023, the Securities Division entered into a Consent Order with F45 Training Incorporated (“Respondent”). The Securities Division alleged that the Respondent made untrue statements of material fact or omitted to state material facts necessary to make the statements made, in light of the circumstances in which they were made, not misleading by providing false and/or misleading information in its Franchise Disclosure Document to offerees and franchise purchasers. Without admitting or denying the Securities Division’s allegations, the Respondent agreed to cease and desist from violations of RCW 19.100.170, the Violations section of the Franchise Investment Protection Act. Respondent agreed to pay investigative costs of $2,675 and waived its right to a hearing and judicial review of the matter.
UC Asset LP – S-22-3466-23-CO01 - Consent order
On December 4, 2023, the Securities Division entered into a consent order with Respondents UC Asset LP and Xionghong Wu (“Respondents”). The Securities Division alleged that UC Asset LP offered and sold SEC-qualified securities to Washington residents while failing to notice file the offering in Washington as required. Further, the Securities Division alleged that UC Asset LP founder, Xianghong Wu, acted as a salesperson in the Washington offer and sale, while failing to register as required by RCW 21.20.040, the licensee registration section of the Securities Act of Washington. The Respondents, without admitting or denying the allegations, agreed to pay a penalty of $10,000 and investigative costs of $2500. Further, the Respondents waived their right to a hearing and judicial review of the matter.
Swiss Valorem Bank Ltd., GSB Gold Standard Bank Ltd., Josip Heit, Stephn McNeal - S-23-3655-23-TO01 - Summary Order
On November 16, 2023, the Securities Division entered a Summary Order to Cease and Desist, a Statement of Charges, Notice of Intent to Impose a Fine and to Charge Costs against Swiss Valorem Bank Ltd., GSB Gold Standard Bank Ltd., Josip Heit, and Stephn McNeal. The Securities Division alleged that, beginning in 2020 and continuing through the present, Swiss Valorem Bank Ltd., GSB Gold Standard Bank Ltd., Josip Heit, and Stephn McNeal have been offering and selling unregistered securities in the form of MetaCertificates and participation in a multi-level marketing (MLM) scheme. The Securities Division alleged that the Respondents sold unregistered securities and violated the anti-fraud provision of the Securities Act of Washington. The Securities Division ordered the Respondents to cease and desist from violating the Securities Act of Washington. The Securities Division gave notice of its intent to collect fines and charge costs. The Respondents have a right to request a hearing on the Summary Order.
Elevation, LLC; Warren Carter III; Charles Lucas III - S-23-3521-23-CO01 - Consent Order
On November 7, 2023, the Securities Division (the “Division”) entered into a Consent Order with Elevation, LLC (“Elevation”), Warren Carter III (“Carter”), and Charles Lucas III (“Lucas”). In the Consent Order, the Division alleged that Elevation and Carter engaged in broker-dealer and securities salesperson activity, respectively, while not being registered as a broker-dealer or a securities salesperson in the state of Washington. The Division further alleged that Lucas failed to reasonably supervise Carter. In settling the matter, the Respondents neither admitted nor denied the allegations, and Elevation and Carter agreed to cease and desist from violating the Securities Act. The Respondents also agreed to pay a $4,500 fine. The Respondents waived their right to a hearing and to judicial review on the matter.
Michael Jardine a.k.a. Mike Jardine and MWJ Holdings LLC d.b.a. Twisted Sugar - S-23-3550-23-SC01 - Statement of Charges
On November 3, 2023, the Securities Division entered a Statement of Charges against Michael Jardine a.k.a. Mike Jardine and MWJ Holdings LLC d.b.a. Twisted Sugar (“Respondents”). The Securities Division alleged that the Respondents offered and/or sold an unregistered franchise to operate a Twisted Sugar cookie store to at least one Washington resident. The Securities Division also alleged that the Respondents made a false and misleading statement and failed to provide material information in connection with its financial performance claims. The Securities Division intends to order the Respondents to cease and desist from violations of RCW 19.100.020 and RCW 19.100.170, the franchise registration and “violations” sections of the Franchise Investment Protection Act. The Respondents each have an opportunity for hearing in this matter.
A Final Order was entered regarding this matter on December 8, 2023.
Dimmples, Inc. d.b.a. Dimmples Car Rental and Eric Tano Tataw, a.k.a. Eric Tataw Tano – S-23-3606-23-SC01 - Statement of Charges
On November 3, 2023, the Securities Division entered a Statement of Charges against Dimmples, Inc. d.b.a. Dimmples Car Rental and Eric Tano Tataw, a.k.a. Eric Tataw Tano (“Respondents”). The Securities Division alleged that the Respondents offered and/or sold an unregistered franchise to operate a Dimmples Car Rental business to at least one Washington resident. The Securities Division also alleged that the Respondents failed to provide a Franchise Disclosure Document to a franchisee. The Securities Division intends to order the Respondents to cease and desist from violations of RCW 19.100.020 and RCW 19.100.080, the franchise registration and “unlawful acts” sections of the Franchise Investment Protection Act. The Respondents each have an opportunity for hearing in this matter.
A Final Order was entered regarding this matter on December 8, 2023.
Christopher B. Nicholson, Compass Capital Advisors L.L.C - S-23-3514-23-SC01 - Statement of Charges
On November 3, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, to Impose Fines and to Charge Costs (“Statement of Charges”) against Christopher B. Nicholson and Compass Capital Advisors L.L.C. (collectively, “Respondents”). The Statement of Charges alleges that the Respondents violated the anti-fraud provisions of the Securities Act of Washington when they offered and sold promissory notes to investors in Washington and other states. The Securities Division intends to order the Respondents to cease and desist from violating the Securities Act of Washington and gives notice of its intent to impose a fine and to charge costs. The Respondents each have a right to request a hearing on the Statement of Charges.
A Consent Order was entered regarding this matter on December 18, 2023.
Bull & Unicorn Investments LLC and Nisha Ramakrishnan – S-22-3421-23-CO01 - Consent Order
On October 31, 2023, the Securities Division entered into a Consent Order with Bull & Unicorn Investments LLC and Nisha Ramakrishnan (“Respondents”). The Consent Order alleged that the Respondents operated unregistered broker-dealer and facilitated the purchase and sale of over unregistered shares of restricted “pre-IPO” stock. In settling the matter, the Respondents neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act. The Respondents further agreed to pay a fine of $5,000 and reimburse the Securities Division $5,000 for its costs of investigation. The Respondents waived their right to a hearing and to judicial review of the matter.
American Shaman Franchise System, LLC, f.k.a. American Shaman Franchise System, Inc. and dba CBD American Shaman – S-19-2786-23-CO01 - Consent Order
On October 31, 2023, the Securities Division entered into a Consent Order with American Shaman Franchise System, LLC, f.k.a. American Shaman Franchise System, Inc. and dba CBD American Shaman (“Respondent”). The Securities Division had previously entered a Statement of Charges against the Respondent on June 15, 2021. The Securities Division alleged that the Respondent offered an unregistered franchise and failed to disclose a required bankruptcy in the franchise disclosure document filed with the Division. Respondent agreed to cease and desist from violations of RCW 19.100.020 and RCW 19.100.170, the franchise registration and “violations” sections of the Franchise Investment Protection Act. The Respondent agreed to pay investigative costs of $18,525 and waived the right to a hearing and judicial review of the matter.
QB Franchising - S-23-3628-23-CO01 - Consent Order
On October 31, 2023, the Securities Division entered into a Consent Order with QB Franchising Inc., Jodi Shays, and Todd Shays, (the “Respondents”). The Securities Division alleged that between July 2022 and February 2023, Respondents offered and sold an unregistered franchise of an esthetics and waxing salon, Queen Bee Salon & Spa, in Washington. Respondents used their prior business connections to identify the potential franchisee. Respondents and the franchisee orally entered into a franchise agreement for an esthetics and waxing salon in the Western Washington region. The Securities Division further alleges that the Respondents failed to provide the prospective franchisee with a current disclosure document, containing material information about the franchise. Without admitting or denying the allegations, Respondents agreed to cease and desist from violations of the Franchise Investment Protection Act of Washington, and to pay investigative costs of $1,250.
Blue Owl Credit Income Corp. - S-23-3652-23-CO01 - Consent Order
On October 31, 2023, the Securities Division entered a Consent Order with Blue Owl Credit Income Corp. (Respondent). The Securities Division alleged that the Respondent offered and/or sold unregistered securities, in the form stock, to Washington residents. Without admitting or denying the allegations, the Respondent agreed to cease and desist from violations of RCW 21.20.140, the securities registration section of the Securities Act of Washington. The Respondent agreed to pay a fine of $150,000 and investigative costs of $662.50 and waived its right to a hearing and judicial review of the matter.
Blue Owl Technology Income Corp. - S-23-3641-23-CO01 - Consent Order
On October 31, 2023, the Securities Division entered a Consent Order with Blue Owl Technology Income Corp. FKA Owl Rock Technology Income Corp. (Respondent). The Securities Division alleged that the Respondent offered and/or sold unregistered securities, in the form stock, to Washington residents. Without admitting or denying the allegations, the Respondent agreed to cease and desist from violations of RCW 21.20.140, the securities registration section of the Securities Act of Washington. The Respondent agreed to pay a fine of $75,000 and investigative costs of $1,937.50 and waived its right to a hearing and judicial review of the matter.
NovaTech Ltd., Cynthia Petion, Eddie Petion – S-23-3539-23-TO01 - Summary Order
On October 27, 2023, the Securities Division entered a Summary Order to Cease and Desist, a Statement of Charges, Notice of Intent to Impose a Fine and to Charge Costs against NovaTech Ltd., Cynthia Petion, and Eddie Petion. The Securities Division alleged that, beginning no later than September of 2019, and continuing through the present, Cynthia Petion, Eddie Petion, and NovaTech Ltd have been offering and selling unregistered securities in the form of percentage allocation management module accounts (PAMM Accounts). During this time, at least three Washington state residents purchased these securities and were unable to withdraw their investments from NovaTech Ltd. The Securities Division alleged that the Respondents sold unregistered securities and violated the anti-fraud provision of the Securities Act of Washington. The Securities Division ordered the Respondents to cease and desist from violating the Securities Act of Washington. The Securities Division gave notice of its intent to collect fines and charge costs. The Respondents have a right to request a hearing on the Summary Order.
A Final Order was entered regarding this matter on January 5, 2024.
Stage.O Management, LLC – S-23-3547-23-CO01 - Consent Order
On October 17, 2023, the Securities Division entered into a Consent Order with Stage.O Management, LLC (“Respondent”), which was previously based in Kirkland, Washington. The Consent Order alleged that the Respondent operated as an unregistered investment adviser in the State of Washington. In settling the matter, the Respondent neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act of Washington. The Respondent further agreed to reimburse the Securities Division $2,500 for its costs of investigation. The Respondent waived its right to a hearing and to judicial review of the matter.
Regal Assets LLC, Tyler Gallagher, Leah Donoso, Christian Howard – S-22-3482-23-SC01 - Statement of Charges
On October 11, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Issue an Order to Cease and Desist, Impose Fines, and Charge Costs against Regal Assets LLC, Tyler Gallagher, Leah Donoso, Christian Howard. The Securities Division alleged that, between March 2009 and October 2022, Regal Assets LLC, Tyler Gallagher, Leah Donoso, and Christian Howard have offered and sold unregistered commodities in the form of precious metals. During this time, at least two Washington residents invested approximately $1,387,123.19 in Regal Assets LLCs by purchasing precious metals. The Securities Division alleged that the Respondents sold unregistered commodities and violated the anti-fraud provision of the Commodity Transactions Act. The Securities Division ordered the Respondents to cease and desist from violating the Commodity Transactions Act of Washington. The Securities Division gave notice of its intent to collect fines and charge costs. The Respondents have a right to request a hearing on the Statement of Charges.
Rick Del Sontro and ZGrowth Partners, LLC, - S-23-3612-23-CO01 - Consent Order
On October 3, 2023, the Securities Division entered into a Consent Order with Rick Del Sontro and ZGrowth Partners, LLC (Respondents). In the Consent Order, the Securities Division alleged that the Respondents violated the Franchise Investment Protection Act by offering a franchise as a franchise broker while not registered to do so. Without admitting or denying the Securities Division’s allegations, Respondents agreed and were ordered to cease and desist from violating the franchise broker registration section of the Act. The Consent Order also provides that the Securities Division will deny the franchise broker registration applications filed by Rick Del Sontro and ZGrowth Partners, LLC. The Respondents agreed to pay investigative costs of $2,000 and waived their right to a hearing and judicial review of the matter.
Albert Mendoza - S-23-3612-23-CO03 - Consent Order
On October 3, 2023, the Securities Division entered into a Consent Order with Albert Mendoza (Respondent). In the Consent Order, the Securities Division alleged that the Respondent violated the Franchise Investment Protection Act by offering a franchise as a franchise broker while not registered to do so. Without admitting or denying the Securities Division’s allegations, the Respondent agreed and was ordered to cease and desist from violating the franchise broker registration section of the Act. The Respondent agreed to pay investigative costs of $2,000 and waived his right to a hearing and judicial review of the matter.
Madabolic Franchise System, LLC - S-23-3612-23-CO02 - Consent Order
On October 3, 2023, the Securities Division entered into a Consent Order with Madabolic Franchise System, LLC (Respondent). In the Consent Order, the Securities Division alleged that the Respondent violated the Franchise Investment Protection Act by offering franchises in Washington while not registered to do so, and by using an unregistered franchise broker. Without admitting or denying the Securities Division’s allegations, the Respondent agreed to cease and desist from violating the registration and franchise broker sections of the Franchise Investment Protection Act. The Respondent agreed to pay investigative costs of $2,000 and waived its right to a hearing and judicial review of the matter.
Pebble Financial, Inc – S-22-3429-23-CO01 - Consent Order
On September 27, 2023, the Securities Division entered into a consent order with Respondent Pebble Financial, Inc. (“Respondent”). The Securities Division alleged that the Respondent offered and/or sold unregistered securities, in the form of yield-generating accounts, to Washington residents. Without admitting or denying the allegations, the Respondent agreed to cease and desist from violations of RCW 21.20.140, the securities registration section of the Securities Act of Washington. The Respondent agreed to pay a fine of $5,000 and investigative costs of $3,500 and waived its right to a hearing and judicial review of the matter.
True Bullion, LLC – S-21-3124-23-CO01 - Consent Order
On September 20, 2023, the Securities Division entered into a consent order with Respondent True Bullion, LLC, also known as Gold Silver International Exchange or GSI Exchange (“Respondent”). The consent order was part of a multistate settlement. The participating states alleged that the Respondent advised prospective and current customers, many senior citizens, to liquidate securities and use the proceeds to purchase precious metals. Further, the participating states alleged the Respondent overstated the risk involved in holding securities in traditional investment accounts. The Respondent has agreed to a comprehensive Compliance Plan, which is designed to ensure that the Respondent does not provide securities advice in the future. The Respondent has also agreed to identify Washington purchasers, pay refunds to eligible purchasers, and waive its right to a hearing and judicial review of the matter.
Beverly A. Mumper, CPA, PS and Beverly Ann Mumper – S-23-3578-23-FO01 - Final Order
On September 8, 2023, the Securities Division entered Final Order S-23-3578-23-FO01 (“Final Order”), against investment adviser Beverly A. Mumper, CPA, PS (“Mumper PS”, CRD# 116893) and its owner and investment adviser representative Beverly Mumper, (CRD# 3023427) (collectively, “Respondents”). The Securities Division issued a Statement of Charges against Respondents on June 13, 2023. The Statement of Charges alleged that Respondents failed to file Mumper PS’s annual updating amendment to its Form ADV in violation of WAC 460-24A-205 and failed to timely file its year-end balance sheet in violation of WAC 460-24A-060. The Final Order revokes Respondents’ registrations, imposes fines, and charges costs. Respondents have the right to request judicial review of the Final Order.
Al’s Hot Chicken Franchising, LLC – S-23-3591-23-CO01 - Consent Order
On August 31, 2023, the Securities Division entered into a consent order with Respondent Al’s Hot Chicken Franchising, LLC (“Respondent”). The Securities Division alleged that the Respondent offered and/or sold an unregistered chicken restaurant franchise, located in the Tacoma-area, to a pair of Washington residents. The Respondent neither admits nor denies the allegations, however agreed to the order to cease and desist from violations of RCW 19.100.020. The Respondent further agreed to pay investigative costs of $1250 and waived its right to a hearing and judicial review of the matter
Coinme Inc.; Up Global SEZC; Neil Bergquist - S-18-2467-22-CO01 - Consent Order
On August 31, 2023, the Securities Division entered a Consent Order with Respondents Coinme Inc. (“Coinme”), Up Global SEZC (“Up Global”), and Neil Bergquist (“Bergquist”) (collectively, “the Respondents”). In the Consent Order, the Securities Division alleges that Coinme and Up Global, from October 2017 to December 2017, conducted a sale of UpToken, a digital asset which was designed to provide various benefits to users of Coinme’s cryptocurrency ATMs. The Securities Division further alleges that UpToken was an unregistered security under Washington’s Securities Act, and that the Respondents violated RCW 21.20.140 by offering and selling unregistered securities. The Securities Division further alleges that Up Global and Bergquist violated RCW 21.20.010, the antifraud provision of Washington’s Securities Act, by improperly including certain transactions in public statements about the amount of UpToken raised in the company’s public sale and thereby misleading investors about the prospects for UpToken and Coinme’s future success.
In the Consent Order, the Respondents neither admit nor deny the Securities Division’s Findings of Fact and Conclusions of Law, but agree to cease and desist from violations of the Securities Act of Washington and to pay $10,000 in investigative costs. Due to the Respondents’ settlement with the Securities and Exchange Commission for the same conduct described in the Consent Order, including the possible creation of a Fair Fund for investor restitution, the Securities Division is not imposing a fine against the Respondents. The Respondents waived their right to a hearing and to judicial review of this matter.
Michael Thomas Glaspie a.k.a. Thomas Glaspie and Banner Co-op, Inc. – S-22-3440-23-FO02 - Final Order
On August 30, 2023, the Securities Division entered a Final Order against Respondents Michael Thomas Glaspie (“Michael Glaspie”) and Banner Co-op, Inc. (“Respondents”). In the Final Order, the Securities Division alleged that the Respondents violated the securities registration provision of the Securities Act when they and others offered and sold more than $2,000,000 of unregistered securities to at least eleven Washington residents. The Securities Division also alleged that Respondents violated the anti-fraud sections of the Act and misrepresented and failed to disclose material facts in the sale of investments relating to a purported block chain technology venture. The Securities Division alleged that Michael Glaspie violated the broker-dealer and securities salesperson registration provision of the Act. The Final Order orders Respondents to cease and desist from violating the Securities Act of Washington. The Respondents have a right to petition for judicial review of this matter.
StormX - S-18-2422-22-CO01 - Consent Order
On August 23, 2023, the Securities Division entered into a Consent Order with StormX, Inc. (“StormX, Inc.”), which had been the Seattle-based issuer of the cryptocurrency Storm Tokens, and its subsidiary StormX Global SEZC f/k/a CakeCodes (collectively, “StormX”) to settle a Statement of Charges that the Division had entered against StormX. The Statement of Charges alleged that StormX sold more than $32 million worth of its Storm Tokens in a crowdsale in late 2017. The Statement of Charges further alleged that the Storm Tokens were unregistered securities under the Washington State Securities Act (the “Act”), and, therefore, that StormX had violated the Act’s securities registration provision. In entering into the Consent Order, StormX neither admitted nor denied the allegations made in the Statement of Charges, and agreed to cease and desist from violating the Act. StormX also agreed to pay fines totaling $100,000 and to reimburse the Division $10,000 for its investigative costs. StormX waived its right to an administrative hearing on and judicial review of this matter by entering into the Consent Order.
DEZH Handyman and Soroosh Shafaeian - S-21-3236-23-SC01 - Statement of Charges
On August 4, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Issue an Order to Cease and Desist, Impose Fines, and Charge Costs against DEZH Handyman and Soroosh Shafaeian (collectively, the “Respondents”). DEZH Handyman was a Washington-based company that was purportedly in the business of “flipping” houses; Shafaeian, a Washington resident, was the company’s sole proprietor. From approximately 2018 to 2020, the Respondents offered and sold unregistered and nonexempt securities as part of an advance fee loan scheme. The Respondents secured or attempted to secure up-front payments from investors by telling them that these payments were necessary to help them obtain a loan for the company. The Respondents informed investors that after the loan was obtained, they would be paid back and given an additional benefit. In some cases, investors were promised to be paid back with interest. In others, investors were promised the opportunity to share in the profits of his business. Two Washington residents and one California resident invested at least $154,000 with the Respondents; three Washington residents were offered the chance to invest and declined. All investors and offerees knew Shafaeian through the Baha’i religious community. At least two of the investors were not accredited investors. The Securities Division alleged that the Respondents sold unregistered securities and that Shafaeian acted as an unregistered securities salesperson. Moreover, the Securities Division alleged that the Respondents violated the anti-fraud provision of the Securities Act of Washington. The Securities Division gave notice of its intent to issue an order to Respondents to permanently cease and desist from violating the Securities Act of Washington, to collect fines, and to charge costs. The Respondents have a right to request a hearing on the Statement of Charges.
Neil Suresh Chandran – S-22-3440-23-FO01 - Final Order
On July 28, 2023, the Securities Division entered a Final Order against Respondent Neil Suresh Chandran (“Chandran”). In the Final Order, the Securities Division alleged that Chandran violated the registration provision of the Securities Act when he and others offered and sold more than $2,000,000 of unregistered securities to at least eleven Washington residents. The Securities Division also alleged that Chandran violated the anti-fraud sections of the Act and misrepresented and failed to disclose material facts in the sale of investments relating to a purported block chain technology venture. The Final Order orders Chandran to cease and desist from violating the Securities Act of Washington. The Respondent Chandran has a right to petition for judicial review of this matter.
Cookie Co. – S-22-3523-23-CO01 - Consent Order
On June 27, 2023, the Securities Division entered into a consent order with Respondent Cookie Co. (“Respondent”). The Securities Division alleged that the Respondent offered and/or sold an unregistered franchise located in Spokane, Washington. The Respondent agreed and was ordered to cease and desist from violations of RCW 19.100.020, the registration section of the Franchise Investment Protection Act. The Respondent agreed to pay investigative costs of $1200 and waived its right to a hearing and judicial review of the matter.
Lajiness Inc. – S-22-3409-23-CO01 - Consent Order
On June 27, 2023, the Securities Division (the “Division”) entered into a Consent Order with Lajaniss, Inc. and Philip Allen LaJaniss (collectively, the “respondents”) to settle a Statement of Charges that the Division entered against the respondents. In the Statement of Charges, the Division alleged that during 2020 and 2021, the respondents offered and sold at least ten investments in litigation settlement contracts to at least three residents in the Spokane, Washington area. The Division further alleged that the respondents failed to disclose the risks of the investments, including the failure to secure any payments for the settlement agreements. The Division further alleged that the respondents sold unregistered securities, that Philip Allen LaJaniss acted as an unregistered broker-dealer, and that the respondents violated the anti-fraud provision of the Securities Act of Washington. In settling, the respondents neither admitted nor denied the Division’s allegations, and agreed to cease and desist from violating the Securities Act of Washington. The respondents also waived their right to an administrative hearing on and judicial review of this matter.
Friendship Holding LLC - S-22-3483-23-FO01 - Final Order
On June 21, 2023, the Securities Division entered a Final Order against Friendship Holding LLC (“Friendship Holding” or the “Respondent”), a New York-based company that offers and sells Chinese-style BBQ restaurant franchises. The Securities Division previously entered a Statement of Charges and Notice of Intent to Issue an Order to Cease and Desist (“Statement of Charges”) against Friendship Holding in May 2023. The Statement of Charges alleged that Friendship Holding sold an unregistered franchise to a Washington investor in 2019. The Statement of Charges further alleged that Friendship Holding failed to provide that investor with a Franchise Disclosure Document prior to the sale. The Statement of Charges advised the Respondent that it had twenty days from the date on which the Statement of Charges was served to submit a request for an administrative hearing, and the Respondent failed to make such a request. The Final Order orders Friendship Holding to cease and desist from violating the Franchise Investment Protection Act of Washington. The Respondent may request judicial review of the Final Order.
Swanson Financial Services, Inc. and David Swanson - S-21-3252-23-FO01 - Final Order
On June 21, 2023, the Securities Division entered a Final Order against Oregon-based Swanson Financial Services, Inc. (“Swanson Financial”) and David Swanson (“Swanson”), an Oregon resident and the president, chief compliance officer, and sole owner of Swanson Financial. Swanson Financial is registered with the Securities Division as an investment adviser, and Swanson is registered with the Securities Division as an investment adviser representative. The Securities Division entered a Statement of Charges and Notice of Intent to Revoke Registration and Deny Future Registrations (“Statement of Charges”) against Swanson and Swanson Financial in April 2023. The Statement of Charges alleged that the securities administrator in Oregon entered an order revoking the Oregon state investment adviser license for Swanson Financial; revoking the Oregon state investment adviser representative license for Swanson; and barring Swanson from applying for, registering, or renewing any investment adviser, investment adviser representative, broker-dealer, or securities salesperson license in Oregon. The Securities Division concluded that the Oregon order is grounds to revoke the investment adviser registration of Swanson Financial Services, Inc.; revoke the investment adviser representative registration of David Swanson; and to deny any future investment adviser, investment adviser representative, broker-dealer, or securities salesperson registration that the Respondents may seek. The Statement of Charges advised Swanson and Swanson Financial that they had twenty days from the date on which the Statement of Charges was served to submit a request for an administrative hearing, and neither Respondent requested made such a request. The Final Order revokes the investment adviser representative and investment adviser registrations of Swanson and Swanson Financial, respectively, and orders that any investment adviser, investment adviser representative, broker-dealer, or securities salesperson registrations Respondents may seek in the future must be denied. The Respondents may request judicial review of the Final Order.
FITBELA EPRO - S-22-3424-23-FO01 - Final Order
On June 16, 2023, the Securities Division entered a Final Order against Fitbela Epro Limited and Xinghua Jin (collectively, the “Respondents”). Fitbela Epro Limited defrauded Washington residents out of approximately $270,000 by making misleading claims about its trading service. The Securities Division entered a Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, to Impose a Fine, and to Charge Costs (the “Statement of Charges”) against the Respondents in May 2023. The Statement of Charges alleged that Fitbela Epro offered and sold unregistered securities in the form of their cryptocurrency trading program. Further, the Statement of Charges alleged that both Fitbela Epro and Xinghua Jin violated the anti-fraud section of the Securities Act of Washington. The Statement of Charges advised the Respondents that they had twenty days from the date on which the Statement of Charges was served to submit a request for an administrative hearing. The Respondents did not request such a hearing. The Final Order orders the Respondents to cease and desist from violations of the registration and anti-fraud provisions of the Securities Act. The Respondents collectively are ordered to pay $100,000 in fines and the costs of the investigation. The Respondents have a right to request judicial review of the Final Order.
Plutus Financial Inc., Plutus Lending LLC, Abra Boost LLC, and William John Barhydt - S-21-3171-23-SC01 - Statement of Charges
On June 15, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Enter an Order to Cease and Desist, Impose a Fine, and Charge Costs against Plutus Financial Inc., Plutus Lending LLC, Abra Boost LLC, and William John Barhydt (collectively, “Abra” or the “Respondents”). The Securities Division alleged that from July 2020 to October 2022, the Respondents offered and sold unregistered securities in the form of Abra Earn (“Earn”) to at least 759 Washington residents valued at over $45 million (as of the end of August 2022). On or about October 3, 2022, Abra and Barhydt began offering Abra Boost (“Boost”) to accredited Washington investors. At least 9 Washington investors have deposited various virtual currencies in their Boost accounts, the value of these deposits totaling more than $624,000 (as of August 2022). The Respondents represented to investors that they could earn interest income on virtual currencies that they deposited into their Earn and Boost accounts. To generate this interest income, Abra loaned Earn virtual currencies to institutional borrowers, among other activities. The Securities Division alleged that Respondents offered and sold unregistered securities and violated anti-fraud provision of the Securities Act of Washington. The Securities Division further alleged that Barhydt acted as an unregistered securities salesperson. The Securities Division gave notice of its intent to issue an order to Respondents to permanently cease and desist from violating the Securities Act of Washington, to collect fines, and to charge costs. The Respondents have a right to request a hearing on the Statement of Charges.
Beverly A. Mumper, CPA, PS and Beverly Ann Mumper – S-23-3578-23-SC01 - Statement of Charges
On June 13, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Enter an Order to Revoke Registrations, Impose Fines, and Charge Costs (“Statement of Charges”) against respondents Beverly A. Mumper, CPA, PS (“Mumper PS”, CRD# 116893) and its owner Beverly Mumper, (CRD# 3023427). The Statement of Charges alleges that the respondents failed to file Mumper PS’s annual updating amendments to its Form ADV, and failed to timely file its year-end balance sheet. The Statement of Charges gives notice of the Securities Division’s intent to enter an order to revoke the investment adviser registration of Mumper PS and the investment adviser representative registration of Beverly Mumper, to impose administrative fines, and to charge investigative costs. The respondents have a right to request a hearing on the Statement of Charges
A Final Order was entered regarding this matter on September 8, 2023.
Coinbase Global, Inc. and Coinbase, Inc. - S-23-3540-23-SC01 - Statement of Charges
On June 6, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Issue an Order to Cease and Desist, Impose Fines, and Charge Costs against Coinbase Global, Inc. and Coinbase, Inc. (collectively, the “Respondents” or “Coinbase”). The Securities Division alleged that beginning as early as November 6, 2019, Coinbase offered and sold unregistered securities in the form of Coinbase Staking Offerings to at least 111,800 Washington residents valued at over $233 million (as of March 29, 2023). In the Statement of Charges, the Securities Division alleged that the Coinbase Staking Offerings allowed investors with certain digital assets held in Coinbase accounts to earn interest payments, called “rewards,” through Coinbase’s staking of those assets on their respective proof-of-stake blockchains. The Securities Division further alleged that the rewards that investors earned were based on the significant efforts of Coinbase, including but not limited to pooling like-kind digital assets held by investors and bonding those assets to validator nodes maintained by Coinbase. Coinbase then distributed to investors any rewards that the Coinbase validators earned for successfully verifying transactions on the blockchain.
The Securities Division alleged that the Respondents sold unregistered securities by offering and selling the Coinbase Staking Offerings to Washington residents, in violation of the registration provisions of the Securities Act of Washington. The Securities Division gave notice of its intent to issue an order to Respondents to permanently cease and desist from violating the Securities Act of Washington, to collect fines, and to charge costs. The Respondents have a right to request a hearing on the Statement of Charges.
Stefan Dessalines - S-21-3186-23-CO02 - Consent Order
On May 17, 2023, the Securities Division (the “Division”) entered into a Consent Order with Stefan Dessalines (“Respondent”). The Division previously entered a Statement of Charges against the Respondent on June 29, 2022. The Respondent was the co-founder of Plutus Enterprises LLC d/b/a OPM Wealth, an internet-based company, and sold an investment opportunity called the Plutus Plan. In the Consent Order, the Division alleged that the Respondent sold unregistered securities and acted an unregistered securities salesperson. The Division further alleged that the Respondent violated the anti-fraud provision of the Securities Act of Washington. In settling the matter, the Respondent neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act and pay a $5,500 fine. The Respondent waived his right to a hearing and to judicial review on the matter.
MobileDumps Franchising, LLC – S-23-3546-23-CO01 - Consent Order
On May 17, 2023, the Securities Division (the “Division”) entered into a Consent Order with Mobiledumps Franchising, LLC (“Mobiledumps”), a Richmond, Virginia-based business, in settlement of a Statement of Charges that the Division had previously entered against it. Mobiledumps sells franchises that enable franchisees to start a business renting out trailers which customers use to dispose of household and other refuse as they wish. The Division alleged that Mobiledumps sold a franchise to two Washington residents when it was not registered to do so, and that it made false statements to the Division as the Division was reviewing Mobiledumps’ application for franchise registration. In doing so, the Division alleged that Mobiledumps violated Washington’s Franchise Investment Protection Act (the “Act”). In settling with the Division, Mobiledumps neither admitted nor denied the Division’s allegations. Further, the Consent Order orders Mobiledumps to cease and desist from violating the Act, and to pay a $1,000 fine. In settling with the Division, Mobiledumps waived its right to judicial review of this matter.
FITBELA EPRO - S-22-3424-23-SC01 - Statement of Charges
On May 16, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Issue an Order to Cease and Desist, to Impose Fines, and to Charge Costs against Fitbela Epro Limited (“Fitbela Epro”) and Xinghua Jin. The Securities Division alleged that Fitbela Epro offered and sold unregistered securities in the form of their cryptocurrency trading program. Further, the Securities Division alleged that both Fitbela Epro and Xinghua Jin violated the anti-fraud section of the Securities Act of Washington. The Securities Division gave notice of its intent to issue an order to the Respondents to permanently cease and desist from violating the Securities Act of Washington. The Respondents each have the right to request a hearing on the Statement of Charges.
A Final Order was entered regarding this matter on June 16, 2023.
Friendship Holding LLC - S-22-3483-23-SC01 - Statement of Charges
On May 15, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Issue an Order to Cease and Desist against Friendship Holding LLC (“Friendship Holding” or the “Respondent”), a New York-based company that offers and sells Chinese-style BBQ restaurant franchises. The Statement of Charges alleges that Friendship Holding sold an unregistered franchise to a Washington investor in 2019. The Statement of Charges further alleges that Friendship Holding failed to provide that investor with a Franchise Disclosure Document prior to the sale. The Securities Division gave notice of its intent to issue an order to the Respondent to permanently cease and desist from violating the Franchise Investment Protection Act of Washington. The Respondent has a right to request a hearing on the Statement of Charges.
A Consent Order was entered regarding this matter on January 5, 2024.
A Final Order was entered regarding this matter on June 21, 2023.
Banner Co-Op, Inc., Neil Chandran, and Michael Glaspie - S-22-3440-23-SC01 - Statement of Charges
On April 27, 2023 the Securities Division entered a STATEMENT OF CHARGES AND NOTICE OF INTENT TO ENTER ORDER TO CEASE AND DESIST against Banner Co-Op, Inc., Neil Chandran, and Michael Glaspie (“Respondents”). In the Statement of Charges, the Securities Division alleged that Respondents violated the registration provision of the Securities Act when they offered and sold more than $2,000,000 of unregistered securities to at least eleven Washington residents. The Securities Division also alleged that the Respondents violated the anti-fraud sections of the Act and misrepresented and failed to disclose material facts in the sale of investments relating to a purported block chain technology venture. The Securities Division gave notice of its intent to issue an order to Respondents to permanently cease and desist from violating the Securities Act of Washington. The Respondents have the right to request a hearing on the Statement of Charges.
A Final Order as to Neil Chandran was entered on July 28, 2023.
Von’s Chicken F&B, Inc. - S-23-3500-23-CO01 - Consent Order
On April 26, 2023, the Securities Division entered a Consent Order to Cease and Desist against Von’s Chicken California and Chul Soo “Charles” Han (the “Respondents”). The Securities Division alleged that between August 2019 and October 2020, Von’s Chicken California, through Han, offered and sold unregistered franchises of South Korean fried chicken restaurants, Von’s Chicken, in Washington. Han used his personal connections to identify potential franchisees. Han then sold franchises on behalf of Von’s Chicken CA, a predecessor to Von’s Chicken F&B, Inc. At least two franchise agreements were signed for restaurants in the Western Washington region. The Securities Division further alleges that the Respondents failed to provide prospective franchisees with a current disclosure document, containing material information about the franchise.
Pacific Investors Group, LLC; Cougar Mountain Estates, LLC; The Peak Estate #1, LLC; The Peak Estate #2, LLC; The Peak Estate #3, LLC; Cougar Ridge Estate, LLC; and Vadim Scherbinin - S-20-2845-22-CO01 - Consent Order
On April 21, 2023, the Securities Division entered into a Consent Order with Pacific Investors Group, LLC; Cougar Mountain Estates, LLC; The Peak Estate #1, LLC; The Peak Estate #2, LLC; The Peak Estate #3, LLC; Cougar Ridge Estate, LLC; and Vadim Scherbinin (“Respondents”) of Bellevue, Washington. In the Consent Order, the Securities Division alleged that the Respondents raised more than $3 million through the sale of promissory note investments. In settling the matter, the Respondents neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act. The Respondents further agreed to pay a fine of $20,000 and reimburse the Securities Division $5,000 for its costs of investigation. The Respondents waived their right to a hearing and to judicial review of the matter.
Plutus Enterprises LLC d/b/a OPM Wealth and Floyd Scott Agee, Jr. - S-21-3186-23-FO01 – Final Order
On April 19, 2023, the Director of the State of Washington Department of Financial Institutions entered a Final Order against Plutus Enterprises LLC d/b/a OPM Wealth and Floyd Scott Agee, Jr. (collectively, the “Respondents”). OPM Wealth was an internet-based company that sold an investment opportunity called The Plutus Plan. Between February of 2020 and September of 2021, at least 3 Washington residents invested approximately $97,000 in The Plutus Plan. The Director concluded that the Respondents sold unregistered securities and that Floyd Scott Agee, Jr., acted as unregistered securities salesperson. The Director further concluded that the Respondents failed to disclose material information while offering and selling securities, including information about the health or solvency of the company, the risks surrounding investing, the professional background and performance history of the company’s directors, and a reasonable basis for specific income projections. The Securities Division ordered the Respondents to cease and desist from violating the Securities Act of Washington. The Securities Division also ordered Plutus Enterprises LLC d/b/a OPM Wealth to pay a fine of $30,000, for Floyd Scott Agee, Jr. to pay a fine of $20,000, and for the Respondents to pay investigative costs of $3,125. The Respondents have a right to petition the court for judicial review of the order.
Advanced Mobile IV, LLC - S-23-3535-23-CO01 - Consent Order
On April 17, 2023, the Securities Division (the “Division”) entered into a Consent Order with Advanced Mobile IV, LLC (“Advanced Mobile”) to settle a Statement of Charges that the Division had entered against Advanced Mobile. The Statement of Charges alleged that Advanced Mobile sells franchises that allow purchasers to start a business in which they sell and administer intravenously in customers’ homes, vitamins and other products which customers believe will help them meet their health and wellness goals. The Division also alleged that Advanced Mobile sold two franchises to Washington residents, collecting at least $10,000 prior to its attempt to register its franchise offering with the Division. The Division alleged that this conduct violated Washington’s Franchise Investment Protection Act. In settling, Advanced Mobile neither admitted nor denied the allegations made in the Statement of Charges. Advanced Mobile agreed to pay a $1,000 fine prior to the Consent Order’s entry, and to waive its right to an administrative hearing on and judicial review of this matter.
Michael Glick; Cape Point Wealth & Tax Management LLC – S-22-3264-23-SC01 - Statement of Charges
On April 13, 2023, the Securities Division (“the Division”) entered a Statement of Charges and Notice of Intent to Enter Order to Permanently Bar Registration, Cease and Desist, Impose Fines, Charge Costs, and Order Restitution (“Statement of Charges”) against Respondents Michael Glick (“Glick,” CRD #4798927) and Glick’s former firm Cape Point Wealth & Tax Management LLC (“Cape Point,” CRD #305344).
In a previous order, issued April 1, 2021, the Securities Division revoked the investment adviser and investment adviser representative registrations of Glick and Cape Point, barring them from performing investment adviser services in Washington for compensation. In the current order, the Securities Division alleges that Glick continued billing Cape Point clients for investment adviser services even after his registration was revoked, received a total of slightly under $300,000 from approximately 20 clients for these illegal bills, and ultimately did not provide the services for which he billed clients. The Securities Division alleges that Glick failed to disclose to clients that he was legally prohibited from providing investment adviser services, and further failed to disclose that TD Ameritrade was in the process of terminating Glick and Cape Point’s relationship with the platform.
The Securities Division gave notice of its intent to permanently bar Glick and Cape Point from registration, order Glick and Cape Point to cease and desist from violating the Securities Act of Washington, impose a fine of $125,000, charge investigative costs of not less than $5,000, and require Glick to refund all payments received from clients after the Securities Division revoked his registration. Glick and Cape Point have the right to request a hearing on the Statement of Charges.
Swanson Financial Services, Inc. and David Swanson - S-21-3252-23-SC01 - Statement of Charges
On April 10, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Revoke Registration and Deny Future Registrations against Oregon-based Swanson Financial Services, Inc. (“Swanson Financial”) and David Swanson (“Swanson”), an Oregon resident and the president, chief compliance officer, and sole owner of Swanson Financial. Swanson Financial is registered with the Securities Division as an investment adviser, and Swanson is registered with the Securities Division as an investment adviser representative. The Statement of Charges alleges that the securities administrator in Oregon entered an order revoking the Oregon state investment adviser license for Swanson Financial and the Oregon state investment adviser representative license for Swanson. The order also barred Swanson from applying for, registering, or renewing any investment adviser, investment adviser representative, broker-dealer, or securities salesperson license in the State of Oregon. The Securities Division concluded that the Oregon order is grounds revoke the investment adviser registration of Swanson Financial Services, Inc., and to deny any future investment adviser, investment adviser representative, broker-dealer, or securities salesperson registration that it may seek. The Securities Division further concluded that the Oregon order is grounds to revoke the investment adviser representative registration of David Swanson and to deny any future investment adviser, investment adviser representative, broker-dealer, or securities salesperson registration that he may seek. Swanson Financial has a right to request a hearing on the Statement of Charges.
A Final Order was entered regarding this matter on June 21, 2023.
Lajiness, Inc. and Philip Allen LaJiness - S-22-3409-23-SC01 -Statement of Charges
On April 10, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Enter an Order to Cease and Desist, Impose Fines, and Charge Costs against Lajiness, Inc. and Philip Allen LaJiness (“Respondents”). The Securities Division alleges that during 2020 and 2021, the Respondents offered and sold at least 10 investments in litigation settlement contracts to at least three residents in the Spokane, Washington area. The Respondents failed to disclose the risks of the investments, including the failure to secure any payments for the settlement agreements. The Securities Division alleges that the Respondents sold unregistered securities, acted as an unregistered broker-dealer, and violated the anti-fraud provision of the Securities Act of Washington. The Securities Division ordered the Respondents to cease and desist from violating the Securities Act of Washington. The Securities Division gave notice of its intent to collect fines and charge costs. The Respondents have a right to request a hearing on the Statement of Charges.
A Consent Order was entered regarding this matter on June 27, 2023.
Todd R. Bennett and BDR Holdings LLC - S-22-3462-23-CO01 - Consent Order
On April 10, 2023, the Securities Division entered into a Consent Order and Order Revoking Securities Exemptions with Todd R. Bennett and BDR Holdings LLC (“Respondents”). The Securities Division alleges that between at least 2016 and 2020, the Respondents offered and sold at least $43 million worth of LLC membership investments to approximately 70 investors, most of whom reside in Washington. The investors’ funds were to be used to help finance projects for Respondents’ construction business, located in Bellevue, Washington. The Respondents failed to disclose risks of the investments, including the rolling over of more than $5 million worth of project loan payoffs and the use of $375,000 for Bennett’s personal residence, which he later repaid. The Securities Division found that the Respondents violated the anti-fraud provision of the Securities Act of Washington and ordered them to cease and desist from any further violations. The Securities Division also revoked any securities exemptions available to Respondents, except for nonpublic offers and sales of securities to accredited investors.
Mobiledumps Franchising, LLC – S-23-3546-23-SC01 - Statement of Charges
On April 10, 2023, the Securities Division (the “Division”) entered a Statement of Charges and Notice of Intent to Enter an Order to Cease and Desist against Mobiledumps Franchising, LLC (“Mobiledumps”), a Richmond, Virginia-based business. Mobiledumps sells franchises that enable franchisees to start a business renting out trailers which customers use to dispose of household and other refuse as they wish. The Division alleges that Mobiledumps sold a franchise to two Washington residents when it was not registered to do so, and that it made false statements to the Division as the Division was reviewing its application for franchise registration. In doing so, the Division alleges that Mobiledumps violated Washington’s Franchise Investment Protection Act. The Statement of Charges also gives notice of the Division’s intent to enter an order to cease and desist against Mobiledumps. Mobiledumps may request an administrative hearing on the Statement of Charges.
A Consent Order was entered regarding this matter on May 17, 2023.
Binkele, Robert; Mariani, Michael; Prestige Investment Management LLC – S-18-2520-19-SC01-FO01 - Final Order
On March 29, 2023, the Director of the Washington State Department of Financial Institutions entered a Final Order against Michael Mariani, and Prestige Investment Management LLC (collectively, “the Respondents”), who offered and sold a package of services called the Deferred Sales Trust to a Washington couple. Under the Deferred Sales Trust’s standard arrangement, the owner of an asset transfers the asset to a trust, which sells the asset, enters an agreement with an investment adviser to manage the proceeds of the sale, and issues a promissory note to the original owner. The Director affirmed the Office of Administrative Hearings’ finding that the Deferred Sales Trust arrangement constituted a security under Washington law, and that the Respondents offered and sold the security without being appropriately registered. The Director ordered the Respondents to pay a fine of $20,000 and investigative costs of $15,000. The Respondents have a right to petition for judicial review of this matter.
Advanced Mobile IV, LLC - S-23-3535-23-SC01 - Statement of Charges
On March 24, 2023, the Securities Division (the “Division”) entered Statement of Charges S-23-3535-SC01 (the “Statement of Charges”) against Advanced Mobile IV, LLC (“Advanced”), a St. George, Utah-based business that sells franchises that allow its franchisees to operate a business in which they sell and administer intravenously in customers’ homes, vitamins and other products which customers believe will help them meet their health and wellness goals. The Division alleges that Advanced sold two franchises to Washington residents, collecting at least $10,000 prior to its attempt to register its franchise offering with the Division. The Division further alleges that Advanced violated the Franchise Investment Protection Act (the “Act”) in doing so. The Statement of Charges gives notice of the Division’s intent to order Advanced to cease and desist from violating the Act. Advanced may request an administrative hearing on the Statement of Charges.
A Consent Order was entered regarding this matter on April 17, 2023.
UC Asset LP - S-22-3466-23-SC01 Statement of Charges
On February 27, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Issue an Order to Cease and Desist, to Impose Fines, and to Charge Costs against UC Asset LP, UCF Asset LLC, and Xianghong Wu. The Securities Division alleged that UC Asset LP and UCF Asset LLC offered and sold SEC-qualified securities to Washington residents while failing to notice file the offering in Washington as required. Further, the Securities Division alleged that Xianghong Wu acted as a salesperson in the offer and sale, while failing to register as required. The Securities Division gave notice of its intent to issue an order to the Respondents to permanently cease and desist from violating the Securities Act of Washington. The Respondents each have the right to request a hearing on the Statement of Charges.
A Consent Order was entered regarding this matter on December 4, 2023.
GBT Trading Inc. and Jiayang Zhang - S-22-3363-23-SC01 - Statement of Charges
On February 24, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Issue an Order to Cease and Desist, Impose Fines, and Charge Costs against GBT Trading Inc. and Jiayang Zhang (collectively the “Respondents”). Respondents defrauded a Washington resident out of approximately $48,000 by making misleading claims about its trading service. The Statement of Charges alleges that Respondents offered and/or sold a security in Washington by offering and/or selling its cryptocurrency trading service. The Statement of Charges further alleges that during the offer and/or sale of this security, the Respondents violated the registration and anti-fraud provisions of the Securities Act of Washington. The Securities Division gave notice of its intent to issue an order to Respondents to permanently cease and desist from violating the Securities Act of Washington, to collect fines, and to charge costs. The Respondents have a right to request a hearing on the Statement of Charges.
Jeremy Miner – S-21-3186-22-CO01 - Consent Order
On February 22, 2023, the Securities Division (the “Division”) entered into a Consent Order with Jeremy Miner (“Respondent”). The Division previously entered a Statement of Charges against the Respondent on June 29, 2022. The Respondent sold an investment opportunity called The Plutus Plan while working for Plutus Enterprises LLC d/b/a OPM Wealth, an internet-based company. In the Consent Order, the Division alleged that the Respondent sold unregistered securities and acted an unregistered securities salesperson. The Division further alleged that the Respondent violated the anti-fraud provision of the Securities Act of Washington. In settling the matter, the Respondent neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act, pay a $4,000 fine, and pay $1,000 in investigative costs. The Respondent waived his right to a hearing and to judicial review on the matter.
Thomas Madden - S-21-3122-23-CO01 - Consent Order
On February 21, 2023, the Securities Division entered into a Consent Order with Thomas Madden (“Madden”). The Securities Division previously entered a Statement of Charges against Madden. The Statement of Charges alleged that Madden violated the anti-fraud provisions of the Securities Act of Washington when he offered and sold stock to investors in Washington. In settling the matter, Madden neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act. Madden further agreed to pay a fine of $10,000 and reimburse the Securities Division $2,500 for its costs of investigation. Madden waived his right to a hearing and to judicial review of the matter.
Nexo Capital Inc. – S-21-3225-23-CO01 - Consent Order
On February 13, 2023, the Securities Division entered into a Consent Order with Nexo Capital Inc. (“Nexo”), which settled a Statement of Charges and Notice of Intent to Issue an Order to Cease and Desist, Impose Fines, and Charge Costs that the Securities Division entered against Nexo Inc., Nexo Capital Inc., and Antoni Trenchev. In the Statement of Charges, the Securities Division alleged that, beginning in June 2020, Nexo offered and sold unregistered securities in the form of the Nexo Earn Interest Product (“EIP”) to at least 2,368 Washington residents. Without admitting or denying the allegations, Nexo agreed to cease and desist from violating the Securities Act, to end the unregistered EIP program, and to pay an administrative fine of $424,528.30. Nexo waived its right to a hearing and to judicial review of the matter.
David Hopp dba Oddmall Seattle – S-22-3433-23-CO01 - Consent Order
On February 8, 2023, the Securities Division entered into a consent order with Respondent David Hopp dba Oddmall Seattle (“Respondent”). The Securities Division alleged that the Respondent offered and/or sold unregistered artisan/craft fair show franchises to Washington residents. The Securities Division also alleged that the Respondent failed to provide the franchisees with a franchise disclosure document prior to the sale of the franchises. The Respondent agreed and was ordered to cease and desist from violations of RCW 19.100.020 and RCW 19.100.080, the registration and franchise disclosure document sections of the Franchise Investment Protection Act. The Respondent agreed to pay investigative costs of $750 and waived his right to a hearing and judicial review of the matter.
Charles Richard Burgess, a/k/a Dick Burgess - S-20-2861-22-CO01 - Consent Order
On February 8, 2023, the Securities Division entered a Consent with Respondent Charles Richard Burgess, a/k/a Dick Burgess (Burgess), a resident of Vancouver, Washington. Burgess agreed to and has admitted to the facts as set forth by the Securities Division in a previously issued Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, to Impose a Fine, and to Charge Costs (Statement of Charges). The Statement of Charges alleged that Burgess violated the securities registration, investment adviser registration, and anti-fraud provisions of the Securities Act of Washington when he offered and sold participation in an unregistered pooled investment vehicle, which he called “the pool.” Between October 2013 and April 2021, Burgess offered and sold approximately $6.3 million of investments in the pool to 40 investors, most of whom were Washington residents. Burgess offered and sold participation in the pool to friends, family, and to friends or family of existing pool participants. Burgess failed to disclose material information to investors related to the pool, including the specific risks of investing in a pooled investment vehicle, the investment strategy of the pool, the number of pool participants, and the amount of funds in the pool. Burgess also failed to disclose to investors that his strategy of investing pool funds in stock and options was high risk. In addition, in his management of the pool, Burgess sent monthly statements to investors that falsely represented that the pool was successful, and that investors were making a consistent profit. Further, Burgess used funds from the pool to pay himself excessive fees, to pay his own personal expenses, and to make Ponzi payments to investors.
Despite managing a pooled investment vehicle in which he had custody of client funds, Burgess has never been registered as an investment adviser. Further, Burgess failed to comply with applicable investment adviser laws and rules by, among other things, paying himself unauthorized fees and failing to prepare audited financials of the pool.
In August 2022, Mr. Burgess pleaded guilty to federal criminal charges of mail fraud in connection with his scheme to defraud investors. He is expected to be sentenced in November 2022.
The Consent Order orders Burgess to permanently cease and desist from violating the Securities Act of Washington and in lieu of fines and costs, he agrees and is ordered make restitution to the victims as ordered by the court in his criminal case.
Scott Manchester and Top 3 Martial Arts of Redmond LLC formerly known as Brazilian Jiu-Jitsu of Redmond, LLC and d.b.a. Elite Brazilian Jiu-Jitsu - S-19-2802-22-CO01 - Consent Order
On February 1, 2023, the Securities Division entered into a Consent Order with Respondents Scott Manchester and Top 3 Martial Arts of Redmond LLC formerly known as Brazilian Jiu-Jitsu of Redmond, LLC and d.b.a. Elite Brazilian Jiu-Jitsu (“Respondents”). The Securities Division alleged that Respondents Manchester and Top 3 Martial Arts of Redmond LLC offered and sold unregistered franchises in the form of licenses to operate an Elite Brazilian Jiu Jitsu affiliated business to at least four individuals. The Securities Division alleged that Respondents Manchester and Top 3 Martial Arts of Redmond LLC failed to provide prospective franchise offerees with a franchise disclosure document. Respondents Manchester and Top 3 Martial Arts of Redmond LLC agreed and were ordered to cease and desist from violations of RCW 19.100.020 and RCW 19.100.080, the registration and disclosure document sections of the Franchise Investment Protection Act. The Respondents agreed to pay investigative costs of $6,000 and waived their right to a hearing and judicial review of the matter.
Wynston Hill Capital, LLC - S-21-3253-23-FO01 - Final Order
On January 25, 2023, the Securities Division entered a Final Order against South Dakota-based Wynston Hill Capital, LLC (“Wynston Hill”). Wynston Hill was registered with the Securities Division as a broker-dealer until its registration was terminated on January 18, 2022. The Securities Division entered a Statement of Charges and Notice of Intent to Deny Future Registrations (the “Statement of Charges”) against Wynston Hill in December 2022. The Statement of Charges alleged that the Financial Industry Regulatory Authority (“FINRA”) expelled Wynston Hill when it failed to request the termination of its suspension or a hearing in the period allowed by FINRA rules. The securities administrators of Maryland and South Dakota also issued orders revoking Wynston Hill’s membership after giving the firm notice and the opportunity for a hearing. The Statement of Charges further alleged that the FINRA expulsion and the two state orders justify the denial of any broker-dealer or investment adviser registration that Wynston Hill may seek in the future. The Statement of Charges advised Wynston Hill that it had twenty days from the date on which the Statement of Charges was served to submit a request for an administrative hearing. Wynston Hill did not request such a hearing. The Final Order orders that any application for registration as a broker-dealer or investment adviser that Wynston Hill may make in the future shall be denied. Wynston Hill may request judicial review of the Final Order.
Viktor Lawryniuk - S-20-2978-22-CO01 - Consent Order
On January 24, 2023, the Securities Division (the “Division”) entered into a Consent Order with Viktor Lawryniuk (“Respondent”). The Securities Division previously entered a Statement of Charges against the Respondent on August 29, 2022. The Respondent offered and sold unregistered stock in AltoTerra Capital Partners Ltd., a company from Burlington, Washington, that leased equipment and real estate to cannabis companies in Oregon and Washington. In the Consent Order, the Division alleged that the Respondent sold unregistered securities and acted as an unregistered securities salesperson. The Division also alleged that the Respondent a violated the anti-fraud provision of the Securities Act of Washington. In settling the matter, the Respondent neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act. The Respondent waived his right to a hearing and to judicial review on the matter
Quantum Donovan LLC, Shane Moore - S-22-3425-23-FO01 - Final Order
On January 19, 2023, the Securities Division entered a Final Order against Quantum Donovan LLC and Shane Moore (collectively, “Respondents”). The Securities Division had previously entered a Statement of Charges against the Respondents alleging that the Respondents violated the registration and anti-fraud provisions of the Securities Act of Washington when they offered and sold investments to investors in Washington and other states. The Final Order orders the Respondents to cease and desist from violating the Securities Act of Washington, to reimburse the Securities Division for its investigative costs, and to pay a fine. The Respondents have a right to seek judicial review of the Final Order.
Thomas Madden - S-21-3122-22-SC01 - Statement of Charges
On January 3, 2023, the Securities Division entered a Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, to Impose a Fine and to Charge Costs (“Statement of Charges”) against Thomas Madden (the Respondent). The Statement of Charges alleges that the Respondent violated the anti-fraud provisions of the Securities Act of Washington when he offered and sold stock to investors in Washington. The Securities Division intends to order the Respondent to cease and desist from violating the Securities Act of Washington and gives notice of its intent to impose a fine and to charge costs. The Respondent has a right to request a hearing on the Statement of Charges.
A Consent Order was entered regarding this matter on February 21, 2023.