Orders From Other Years

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Columbia Square Wealth Management LLC & Charles Andew Cook – S-24-3778-24-TO01 - Summary Order

On May 31, 2024, 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 Respondents Columbia Square Wealth Management LLC (“CSWM”) and Charles Andew Cook (“Cook”). The Securities Division alleged that Cook, an investment advisor representative, and Chief Compliance Officer of CSWM, engaged in a scheme to defraud a client out of more than $50,000 and, undertook efforts to conceal the scheme that included false filings and false statements to regulators. Further, CSWM failed to properly maintain records and net worth requirements, related to client funds. The Securities Division alleged that the Respondents made false or misleading statement in filed documents and engaged in dishonest and unethical practices in the securities division, violating 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 revoke registrations, deny future registrations, collect fines and charge costs. The Respondents have a right to request a hearing on the Summary Order.


Voyager Digital LLC – S-21-3218-23-CO01 - Consent Order

On May 13th, 2024, the Securities Division entered a Consent Order with Respondents Voyager Digital, LLC; Voyager Digital, Ltd.; and Voyager Digital Holdings, Inc. (collectively “Voyager Respondents”). This Consent Order resolves a previous Statement of Charges against Voyager Digital, LLC, alleging violations of the registration provisions of the Securities Act of Washington in the offer and sale of interests in the Voyager Earn Program. As set forth in the Consent Order, in the Voyager Earn Program, Voyager customers would deposit cryptocurrency with Voyager Digital, LLC, and would earn income on those deposits through the Voyager Respondents’ business activities, such as pooling customer deposits and lending from the pool to third-party borrowers. The Voyager Respondents are currently in bankruptcy proceedings, which it initially entered in July 2022, after a major creditor was unable to repay its loan from Voyager. In the Consent Order, the Voyager Respondents neither admit nor deny the Securities Division’s Findings of Fact and Conclusions of Law, but agree to cease and desist from violating the registration provisions of the Securities Act of Washington. Because the Voyager Respondents are currently in bankruptcy proceedings, the Securities Division agreed to subordinate its fine of $2.8 million to other creditors such as Voyager customers whose cryptocurrency holdings have been affected by the Voyager Respondents’ bankruptcy. The Voyager Respondents waived their right to a hearing and to judicial review of this matter.


Chungchun Hotdog USA, Inc.; Mochinut, Inc.; Mochinut Franchise, Inc.; and Jae Wook Ha - S-22-3490-24-CO01 - Consent Order

On April 23, 2024, the Securities Division entered into a Consent Order with Chungchun Hotdog USA, Inc.; Mochinut, Inc.; Mochinut Franchise, Inc.; and Jae Wook Ha (“Respondents”). The Securities Division alleged that the Respondents offered unregistered hot dog and donut franchises to Washington residents, failed to provide franchisees with a Franchise Disclosure Document, and failed to provide material information in connection with the offer and sale of a franchise. Respondents agreed to cease and desist from violations of RCW 19.100.020, RCW 19.100.080, and RCW 19.100.170, the franchise registration, disclosure document and “violations” sections of the Franchise Investment Protection Act. The Respondents agreed to pay investigative costs of $3,600.00 and waived their right to a hearing and judicial review of the matter.


DEZH Handyman and Soroosh Shafaeian - S-21-3236-24-CO01 - Consent Order

On April 23, 2024, the Securities Division entered a Consent Order against DEZH Handyman and Soroosh Shafaeian (collectively, the “Respondents”). The Securities Division previously entered a Statement of Charges against the Respondents on August 4, 2023. 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. 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. At least two of the investors were not accredited investors. In the Consent Order, 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. In settling the matter, the Respondent admitted the allegations and agreed to pay restitution to two investors. The Respondents waived their right to a hearing and to judicial review on the matter.


RPG Franchising LLC - S-24-3718-24-CO01 - Consent Order

On April 23, 2024, the Securities Division entered a Consent Order with Respondent RPG Franchising LLC (“RPG”). As set forth in the Consent Order, the Respondent offered and sold a franchise under the trade name “Richard’s Painting” to a Washington resident without being registered to sell franchises in Washington, in violation of RCW 19.100.020. 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 violating the registration provisions of the Franchise Investment Protection Act of Washington and to pay investigative costs of $1,000. The Respondent waived its right to a hearing and to judicial review of this matter


Ubay International Trading Inc. - S-23-3581-24-FO01 - Final Order

On April 11, 2024, the Securities Division entered a Final Order against Respondents Ubay International Trading Inc., Ronto Trading Inc., Stars Stripes Inc., and Xuchang Longshengyuan Hair Products Co. (collectively “Respondents”). From approximately June 2021 to September 2021, Respondents defrauded a Washington resident out of $720,000, by making false or misleading claims about their fake trading platform and offerings. The Securities Administrator of the state of Washington 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”), Order No. 23-3581-23-SC01, against Respondents on March 8, 2024. The Statement of Charges, together with a Notice of Opportunity for Hearing and an Application for Adjudicative Hearing, were served on Respondents on March 21, 2024. 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. Respondents did not request such a hearing. Respondent Stars Stripes Inc. is ordered to pay $20,000 in fines. Respondent Ubay International Trading Inc. is ordered to pay $30,000 in fines. Respondent Ronto Trading Inc. is ordered to pay $10,000 in fines. Respondent Xuchang Longshengyuan Hair Products Co. is ordered to pay $10,000 in fines. Respondents are jointly and severally liable for and ordered to pay the costs of the investigation in the amount of $8,350.


ILKB LLC, d.b.a. ILOVEKICKBOXING.COM, FC Online Marketing, Inc., and Michael Alan Parella, a.k.a. Mike Parella – S-19-2812-24-FO01 - Final Order

On April 1, 2024 the Securities Division entered Final Order S-19-2812-23-FO01 against ILKB LLC, d.b.a. ILOVEKICKBOXING.COM, FC Online Marketing, Inc., and Michael Alan Parella, a.k.a. Mike Parella (“Respondents”). The Securities Division had previously issued a Statement of Charges against Respondents on January 30, 2024 in which it was alleged that the Respondents offered and/or sold unregistered franchises to operate a kickboxing/fitness business to multiple Washington residents. The Securities Division also alleged that the Respondents misrepresented and/or failed to disclose material facts in connection with the offer and sale of franchises and the filing and renewal of franchise registration applications. In the Final Order, 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 anti-fraud sections of the Franchise Investment Protection Act. Respondents have the right to request judicial review of the Final Order.


Thomas Boesen – S-19-2672-23-CO05 - Consent Order

On March 28, the Securities Division entered into a Consent Order with Thomas J. Boesen (“Boesen”). The Securities Division previously entered a Statement of Charges and Notice of Intent to Enter an Order to Cease and Desist, Impose Fines, and Charge Costs against Boesen and others on September 28, 2021.

The Securities Division alleges in the Consent Order that Respondent Boesen offered and sold unregistered securities in Washington, in conjunction with Robyn D. Whitlow and American Alternative Investments (with whom the Division previously entered into a consent order on July 11, 2022) using a nationwide network of unregistered sales agents, including bad actors. The securities offered and sold included those offered by 1 Global Capital, LLC and entities affiliated with Resolute Capital Partners, Ltd., LLC. Respondent Boesen was not registered as a securities salesperson, and the Consent Order further alleges that Respondent Boesen made false or misleading statements or did not provide material information necessary to make the offer and sale of these securities not misleading over the course of these solicitations.

Without admitting or denying the Securities Division’s allegations, Respondent Boesen agreed to cease and desist from violations of RCW 21.20.040, the securities salesperson and broker-dealer registration section of the Securities Act of Washington. Respondent Boesen also agreed to cease and desist from violations of RCW 21.20.010, the anti-fraud section of the Securities Act of Washington. Respondent Boesen agreed to pay fines and costs in the amount of $5,000.00, with half of the amount paid up front and the remainder to be paid in four installments. Respondent Boesen waived his rights to a hearing and judicial review of the matter.


The Franchise Consulting Company, Inc. and Nicholas Neonakis a.k.a. Nick Neonakis – S-22-3408-24-FO01 - Final Order

On March 26, 2024, the Securities Division issued an Entry of Findings of Fact and Conclusions of Law and Final Order To Cease and Desist As To The Franchise Consulting Company, Inc. and Nicholas Neonakis a.k.a. Nick Neonakis (“Respondents”). The Securities Division had previously issued a Statement of Charges against Respondents on December 8, 2023. In the Final Order, the Securities Division alleged that Respondents acted as unregistered franchise brokers in the offer and sale of franchises in Washington. The Securities Division ordered the Respondents to cease and desist from violations of RCW 19.100.140, the franchise broker registration section of the Franchise Investment Protection Act. Respondents have the right to request judicial review of the Final Order.


StretchMed Franchise – S-24-3704-24-FO01 - Final Order

On March 21, 2024, the Securities Division entered a Final Order against StretchMed Franchise, LLC. The Securities Division alleged that alleged that StretchMed Franchise, LLC violated the Franchise Investment Protection Act of Washington by submitting a materially inaccurate Franchise Disclosure Document to the Department of Financial Institutions in its registration application to offer and sell franchises in Washington State. The Securities Division ordered the Respondents to cease and desist from violations of RCW 19.100.170, the antifraud section of the Franchise Investment Protection Act. The Final Order orders Respondents to cease and desist from violating the Franchise Protection Act of Washington. The Respondents have a right to petition for judicial review of this matter.


ITP - S-23-3678-24-FO01 - Final Order

On March 13, 2024, the Securities Division entered a Final Order against ITP Corporation. The Securities Division alleged that, throughout the month of November of 2023, Washington Company ITP Corporation offered and sold unregistered securities to at least 6 investors in amounts ranging from several hundreds to several thousands of dollars. The Securities Division alleged that the Respondent offered and sold unregistered Securities and violated the anti-fraud provision of the Securities Act. The Securities Division ordered the Respondents to cease and desist from violating the Securities Act of Washington. 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.


Josette Santos - S-23-3598-24-FO01 - Final Order

On March 12, 2024, the Securities Division entered a Final Order against Respondent Josette Santos. Santos engaged in dishonest and unethical business practices in the securities business when she withdrew $1,000 without authorization from a customer bank account, when she obtained $2,000 from another customer without the customer’s knowledge, and when she forged a customer’s signature. The Securities Administrator of the state of Washington issued Statement of Charges and Notice of Intent to Deny Future Securities Registrations, to Impose a Fine, and to Charge Costs, Order No. S-23-3598-24-SC01, against Josette Santos, CRD #6908112 on February 14, 2024. The Statement of Charges, together with a Notice of Opportunity for Hearing and an Application for Adjudicative Hearing, were served on Respondent Josette Santos on February 14, 2024. The Statement of Charges advised the Respondent Santos that she had twenty days from the date on which the Statement of Charges was served to submit a request for an administrative hearing. Respondent Santos did not request such a hearing. Respondent Santos is ordered to pay $14,450 in fines and the costs of the investigation. Respondent Santos has a right to request judicial review of the Final Order.


Ubay International Trading Inc. - S-23-3581-23-SC01 - Statement of Charges

On March 8, 2024, 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 against Ubay International Trading Inc., Ronto Trading Inc., Stars Stripes Inc., and Xuchang Longshengyuan Hair Products Co. (collectively “Respondents”). The Securities Division alleged that the Respondents made misrepresentations of material fact and engaged in activities which operate as a fraud upon a person by defrauding a Washington resident out of $720,000, by making false or misleading claims about their fake trading platform, https://mwhmarkets.com/register1.html, and offerings. The Securities Division gave notice of its intent to issue an order to the Respondent to cease and desist from violating the Securities Act of Washington. The Respondent has the right to request a hearing on the Statement of Charges.

A Final Order was entered regarding this matter on April 11, 2024.


Airlink Markets, LLC – S-23-3608-24-TO01 - Summary Order

On March 6, 2024, the Securities Division entered a Summary Order to Suspend Registration and Notice of Intent to Revoke Registration, Deny Future Registrations, Impose a Fine, and Charge Costs (“Summary Order”) against Airlink Markets, LLC (the “Respondent”). The Securities Division alleged that an officer, director, partner, or person performing similar functions for Respondent Airlink Markets, LLC engaged in dishonest and unethical business practices in the securities industry, and that those practices justified the suspension of the Respondent’s broker-dealer registration under to the Securities Act of Washington. The Securities Division gave notice of its intent to revoke the Respondent’s broker-dealer registration, deny future registrations, collect fines, and charge costs. The Respondent has a right to request a hearing on the Summary Order.


AltoTerra Capital Partners Ltd. and Leah Kincaid - S-20-2978-24-FO01 - Final Order

On February 26, 2024, the Director of the Washington State Department of Financial Institutions entered a Final Order against AltoTerra Capital Partners Ltd. and Leah A. Kincaid (collectively, the “Respondents). Respondents 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. From July of 2018 and August of 2019, 39 U.S. investors purchased 1,442,286 shares of AltoTerra stock. Thirty-eight of these investors were residents of the state of Washington, and they purchased $707,893 of stock. The Director found that the Respondents sold unregistered securities and Leah Kincaid acted as an unregistered securities salesperson. Moreover, the Director found that the Respondents violated the anti-fraud provision of the Securities Act of Washington. The Final Order ordered the Respondents to cease and desist from violating the Securities Act of Washington; AltoTerra to pay a $30,000 fine; Leah Kincaid to pay a $20,000 fine; and the Respondents to pay $5,000 for the costs of investigation. The Respondents have a right to petition the superior court for judicial review of the Final Order.


Educator of Truth, and His or Her Successors, a corporation sole, d/b/a Educational Empowerment Corporation; Mark Laurence Donald Emerson - S-23-3552-24-CO01 - Consent Order

On February 20, 2024, the Securities Division entered a Consent Order with Respondents Educator of Truth, and His or Her Successors, a corporation sole, d/b/a Educational Empowerment Corporation (“EEC”) and Mark Laurence Donald Emerson (“Emerson”) (collectively, “the Respondents”). The Securities Division previously entered a Statement of Charges against the Respondents on January 5, 2024, alleging violations of the registration provisions of the Securities Act of Washington in connection with the offer of interests in EEC. 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 violating the registration provisions of the Securities Act of Washington. The Respondents waived their right to a hearing and to judicial review of this matter.


StretchMed Franchise LLC – S-24-3704-24-SC01 - Statement of Charges

On February 16th, 2024, 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 StretchMed Franchise, LLC. The Statement of Charges alleges that StretchMed Franchise, LLC violated the Franchise Investment Protection Act of Washington by submitting a materially inaccurate Franchise Disclosure Document to the Department of Financial Institutions in its registration application to offer and sell franchises in Washington State. The Securities Division intends to order the Respondents to cease and desist from violations of RCW 19.100.170, the antifraud section of the Franchise Investment Protection Act. The Respondent has an opportunity for hearing on the Statement of Charges.

A Final Order was entered regarding this matter on March 21, 2024.


Matthew Kelleher; Wendi DuBois - S-19-2770-24-FO01 - Final Order

On February 14, 2024, the Director of the Washington State Department of Financial Institutions (“the Director”) entered a Final Order resolving Statement of Charges and Notice of Intent to Enter Order to Suspend Registrations, Impose Fines, and Charge Costs S-19-2770-21-SC01 (“Statement of Charges”) against Respondents Matthew Kelleher (“Kelleher,” CRD #714170) and Wendi DuBois (“DuBois,” CRD #5240475). In the Final Order, the Director found that Kelleher and DuBois had engaged in dishonest and unethical practices in the securities industry by making off-the-books payments to a colleague at UBS Financial Services Inc. with knowledge that these payments were against firm policy. The Director censured both Kelleher and DuBois and imposed a fine of $10,000 as to Kelleher and $2,500 as to DuBois, and investigative costs of $2,500 as to both Kelleher and DuBois.


Josette Santos - S-23-3598-24-SC01 - Statement of Charges

On February 14, 2024, the Securities Division entered a Statement of Charges and Notice of Intent to Deny Future Securities Registrations, to Impose Fines, and to Charge Costs against Josette Santos, CRD #6908112. The Securities Division alleged that Santos engaged in dishonest and unethical business practices in the securities business when she withdrew $1,000 without authorization from a customer bank account, when she obtained $2,000 from another customer without the customer’s knowledge, and when she forged a customer’s signature. The Securities Division gave notice of its intent to issue an order to the Respondent to deny any future securities registration. The Respondent has the right to request a hearing on the Statement of Charges.

A Final Order was entered regarding this matter on March 12, 2024.


Culichitown Management Group, Inc. and Ramón Misael Guerrero Elenes - S-23-3645-24-CO01 - Consent Order

On February 13, 2024, the Securities Division entered a Consent Order with Culichitown Management Group, Inc and Ramón Misael Guerrero Elenes (“Respondents”). The Securities Division alleged that Respondents offered and sold an unregistered franchise located in Tacoma, Washington. The Securities Division further alleged that the Respondents failed to provide the franchisee with a current disclosure document containing material information about the franchise. The Respondents agreed and were ordered to cease and desist from violations of RCW 19.100.020, the registration section of the Franchise Investment Protection Act and RCW 19.100.080, the disclosure document requirement section of the Franchise Investment Protection Act. The Respondents agreed to pay investigative costs of $1,156.25 and waived their right to a hearing and judicial review of the matter.


Coscoin LLC - S-23-3671-24-FO01 - Final Order

On February 12, 2024, the Securities Division entered a Final Order against Coscoin LLC. The Securities Division alleged that, between October 2023 and November of 2023, Washington Company Coscoin LLC offered and sold unregistered securities to at least 23 investors in amounts ranging from several hundreds to several thousands of dollars. The Securities Division alleged that the Respondent offered and sold unregistered Securities and violated the anti-fraud provision of the Securities Act. The Securities Division ordered the Respondents to cease and desist from violating the Securities Act of Washington. 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.


Bonanza Global Solutions LLC, Francisco Sarabia, Paz Sanchez Majano - S-23-3634-24-FO01 - Final Order

On February 8, 2024, the Securities Division entered a Final Order against Bonanza Global Solutions LLC, Paz Sanchez-Majano, and Francisco Sarabia (“Respondents”). The Securities Division alleged that the Respondents sold unregistered securities and violated the anti-fraud provisions of the Securities Act of Washington when they offered and sold investment contracts to investors in Washington and other states. 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.


ITP Corporation - S-23-3678-24-SC01 - Statement of Charges

On February 6, 2024, 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 ITP Corporation. The Securities Division alleged that, throughout the month of November of 2023, Washington Company ITP Corporation offered and sold unregistered securities to at least 6 investors in amounts ranging from several hundreds to several thousands of dollars. The Securities Division alleged that the Respondent offered and sold unregistered Securities and violated the anti-fraud provision of the Securities Act. 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.


ILKB LLC, d.b.a. ILOVEKICKBOXING.COM, FC Online Marketing, Inc., and Michael Alan Parella, a.k.a. Mike Parella ILKB LLC, d.b.a. ILOVEKICKBOXING.COM, FC Online Marketing, Inc., and Michael Alan Parella, a.k.a. Mike Parella - S-19-2812-23-SC01 - Statement of Charges

On January 31, 2024, the Securities Division entered a Statement of Charges against ILKB LLC, d.b.a. ILOVEKICKBOXING.COM, FC Online Marketing, Inc., and Michael Alan Parella, a.k.a. Mike Parella (“Respondents”). The Securities Division alleged that the Respondents offered and/or sold unregistered franchises to operate a kickboxing/fitness business to multiple Washington residents. The Securities Division also alleged that the Respondents misrepresented and/or failed to disclose material facts in connection with the offer and sale of franchises and the filing and renewal of franchise registration applications. 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 anti-fraud 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 April 1, 2024.


Robinhood - S-21-3141-23-CO01 - Consent Order

On January 30, 2024, the Securities Division entered into a consent order with Respondents Robinhood Financial LLC as part of a multistate settlement to resolve the Securities Division’s investigation into Robinhood’s operational failures with respect to the retail market. The investigation was sparked by Robinhood platform outages in March 2020, a time when hundreds of thousands of investors were relying on the Robinhood app to make trades. In addition, prior to March 2021, there were deficiencies at Robinhood in its review and approval process for options and margin accounts, weaknesses in the firm’s monitoring and reporting tools, and insufficient customer service and escalation protocols that in some cases left Robinhood users unable to process trades even as the value of certain stocks was dropping. In Washington, Robinhood acquired approximately 107,972 new customers from October 1, 2019, to March 31, 2020. Robinhood approved approximately 21,702 Washington customers for option trading and approximately 3,918 Washington customers for margin trading.

In addition to a monetary settlement of $200,000 to the WA DFI, Respondents shall provide the Securities Division with a written attestation that the firm fully complied with the independent third-party consultant’s recommendations or has otherwise maintained measures as or more effective at addressing the purpose of the recommendations within one-year of the settlement date. Additionally, beginning in September 2023, Robinhood now offers live phone support for all inquiries to customers from 7:00 a.m. to 9:00 p.m. Eastern Time, 7 days a week. It is also available 24 hours a day, 7 days a week in more limited use cases.


Fresh Delivery LLC; Fresh Meal Holdings Inc.; and Nisha Ramakrishnan - S-23-3647-23-CO01 - Consent Order

On January 16, 2024, the Securities Division entered into a Consent Order with Fresh Delivery LLC; Fresh Meal Holdings Inc.; and Nisha Ramakrishnan (Respondents), a meal delivery business based in Issaquah, Washington. In the Consent Order, the Securities Division alleged that the Respondents violated the Franchise Investment Protection Act by offering and selling franchises in Washington, while not registered to do so. Without admitting or denying the Securities Division’s allegations, the Respondents agreed to cease and desist from violating the Franchise Investment Protection Act. The Respondent agreed to pay investigative costs of $3,125 and waived its right to a hearing and judicial review of the matter.


Coscoin LLC - S-23-3671-23-SC01 - Statement of Charges

On January 9, 2024, 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 Coscoin LLC. The Securities Division alleged that, between October 2023 and November of 2023, Washington Company Coscoin LLC offered and sold unregistered securities to at least 23 investors in amounts ranging from several hundreds to several thousands of dollars. The Securities Division alleged that the Respondent offered and sold unregistered Securities and violated the anti-fraud provision of the Securities Act. 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 Final Order was entered regarding this matter on February 12, 2024.


Coolvu Franchising Concepts, Inc. - S-23-3649-23-CO01 - Consent Order

On January 8, 2024, the Securities Division entered into a consent order with Respondent Coolvu Franchising Concepts, Inc. (“Respondent”). The Securities Division alleged that the Respondent offered and/or sold an unregistered franchise known as “Coolvu of Tacoma.” 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 $750 and waived its right to a hearing and judicial review of the matter. The Respondent is currently seeking franchise registration with the Securities Division.


Bonanza Global Solutions LLC, Francisco Sarabia, Paz Sanchez Majano - S-23-3634-23-SC01 - Statement of Charges

On January 5, 2024, 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 Bonanza Global Solutions LLC, Paz Sanchez-Majano, and Francisco Sarabia (“Respondents”). The Securities Division alleged that the Respondents violated the anti-fraud provisions of the Securities Act of Washington when they offered and sold investment contracts to investor 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 Final Order was entered regarding this matter on February 8, 2024.


NovaTech Ltd., Cynthia Petion, Eddie Petion - S-23-3539-23-FO01 - Final Order

On January 5, the Securities Division entered a Final Order against NovaTech Ltd., Cynthia Petion, and Eddie Petion (“Respondents.”) The Securities Division alleged that, beginning no later than September of 2019, and continuing through the present, Respondents offered and sold 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 Respondents. 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 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.


Friendship Holding LLC - S-22-3483-23-CO01 - Consent Order

On January 5, 2024, the Securities Division entered a Consent Order and Order Vacating Order No. S-22-3483-23-FO01 (“Consent 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. In settling the matter, the Respondent neither admitted nor denied the allegations, but agreed to cease and desist from violating the Franchise Investment Protection Act of Washington and pay investigative costs of $750. The Respondent waived its right to a hearing and to judicial review of the matter.


Educator of Truth, and His or Her Successors, a corporation sole, d/b/a Educational Empowerment Corporation; Mark Laurence Donald Emerson – S-23-3552-23-SC01 - Statement of Charges

On January 5, 2024, the Securities Division entered a Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, Impose Fines, and Charge Costs (“Statement of Charges”) against Respondents Educator of Truth, and His or Her Successors, a corporation sole, d/b/a Educational Empowerment Corporation (“EEC”) and Mark Laurence Donald Emerson (“Emerson”) (collectively, “the Respondents”). In the Statement of Charges, the Securities Division alleges that EEC and Emerson violated the registration provisions of the Securities Act of Washington in the offer of interests in EEC. As set forth in the Statement of Charges, EEC and Emerson advertised interests in EEC on EEC’s website, which was generally available to the public. These interests were not registered with the Securities Division or any other regulator, and EEC and Emerson have not demonstrated that they qualify for an exemption from securities registration. The Statement of Charges gives notice of the Securities Division’s intent to enter an order to cease and desist from violations of the Securities Act of Washington, to impose a fine of $5,000 against both Emerson and EEC, and to charge investigative costs of $1,000 to the Respondents generally. The Respondents each have the right to request a hearing on the Statement of Charges.

A Consent Order was entered regarding this matter on February 20, 2024.


Prime IV Hydration & Wellness Inc. - S-23-3663-23-CO01 - Consent Order

On January 4, 2024, the Securities Division entered into a Consent Order with Prime IV Hydration & Wellness Inc. (“Respondent”). The Consent Order alleged that the Respondent collected franchise fees prior to the opening of franchise locations in violation of Respondent’s permits issued pursuant to RCW 19.100.050. In settling the matter, the Respondent neither admitted nor denied the allegations, but agreed to cease and desist from violating the conditions set forth in their registration permits. The Respondent waived its right to a hearing and to judicial review of the matter.


Raymond James – S-23-3590-23-CO01 - Consent Order

On January 4, 2024, the Securities Division entered into a consent order with Respondents Raymond James & Associates, Inc. (“RJA”) and Raymond James Financial Services, Inc. (“RJFS”) as part of a multistate settlement to resolve the Securities Division’s investigation into Respondents minimum commission practices for equity transactions. The investigation revealed that Respondents took a commission on equity transactions in excess of 5% of the principal value, sometimes taking 100% of the proceeds from a customer’s sale. In Washington, Respondents executed about 3,521 transactions which included an unreasonable commission for services performed (i.e. in excess of 5% of the principal trade amount) totaling approximately $107,329.76. In addition to a monetary settlement of $100,000 to the WA DFI, Respondents agreed pay restitution plus interest to affected Washington customers in an amount no less than $122,506.29 and to attest that its policies and procedures have been enhanced to ensure that all commissions are fair and reasonable within 60 days after the effective date of DFI’s order. This attestation will include Raymond James’s certifying that it has established:

  • Compliance systems to prevent the imposition of unreasonable or unfair commissions;
  • Operational changes designed to ensure that, regardless of the principal amount of a transaction, commissions will not exceed 5%, in the absence of a documented exception; and
  • Systems that incorporate all equity transactions, regardless of the principal amount of the transaction, when identifying and reviewing potentially excessive commissions.