NOTE: Offers of Settlement (OS) and Letters of Acceptance, Waiver, and Consent (AWC) are entered into by Respondents without admitting or denying the allegations, but consent is given to the described sanctions and to the entry of findings.

2006
Continuing Education
see the NASD Continuing Education Rule

The Firm permitted individuals to perform duties that require registration while their NASD registrations were inactive due to their failure to complete the Regulatory Element of the Continuing Education Program.

Libertas Partners, LLC: Censured; Fined $10,000

Acting through Rosen, his member firm 

• served as a broker for transactions that involved unregistered securities for which Rosen received commissions;
• violated its membership agreement with NASD and effected material changes in his member firm’s business operations without filing an application for approval with NASD;
• effected securities transactions while failing to meet its minimum net capital requirement; 
• did not have an adequate system in place for the retention of electronic mail;
• failed to designate a FINOP for more than a year; and
• failed to create and maintain a general ledger, and to create records that reflected the firm’s assets and liabilities, income and expenses and capital accounts.

Rosen failed to complete the regulatory element of NASD’s Continuing Education requirement, which caused his registration to be inactive while he continued to effect securities transactions and serve as a president of the firm. The findings also included that the firm, acting through Rosen,  (NASD Case )

Richard Lewis Rosen: Barred

Huang misrepresented his identity by using another registered representative’s computer password to complete a firm-required continuing education session for the other registered representative. Huang failed to respond to NASD requests for information. 

Michael Ta-Zen Huang: Barred

The Firm failed 

• to implement and enforce its Customer Identification Program, failed to establish an independent testing function to review and assess the adequacy of and level of compliance with its own anti-money laundering (AML) compliance program, and failed to conduct AML training;
• (acting through an individual)  conduct required annual compliance meetings with each of its registered representatives, and failed to enforce its written supervisory procedure requiring their attendance; and
• have a written needs analysis and a written training plan in order to achieve compliance with the Firm Element of the Continuing Education Rule.

Research Capital USA Inc. : Censured; Fined $20,000 ($5,000 of which joint/several with unnamed individual)

Firm permitted Bullaro—the firm’s president and sole executive officer, Chief Compliance Officer and Financial and Operations Principal—to conduct securities business while his securities registration was inactive due to his failure to timely satisfy the Continuing Education/Regulatory Element requirement. Acting through Bullaro, the Firm failed to include in its trial balances any of the firm’s proprietary positions and related haircut charges associated with its substantial American Stock Exchange floor business that resulted in its net capital computations being inaccurate. 

Bullaro Securities Corp.: Censured; Fined $10,000 (joint/several with Bullaro)

Sal Stephen Bullaro (Principal):  Fined $10,000 (jt/sev with Bullaro Securities); Suspended 30 days in FINOP capacity

The Firm did not maintain and preserve all email and instant messaging communications, as required by SEC rule 17a-4. The Firm failed to complete an annual training needs analysis and to develop and implement its written training plan to achieve compliance with the Firm Element of the Continuing Education Rule. 

Desjardins Securities International, Inc.: Censured; Fined $130,000; Required to revise its procedures with respect to applicable securities laws and regulations, and NASD rules concerning the preservation of electronic communications. 

Sky Capital LLC acted as a placement agent in private placement offerings involving minimum-maximum contingencies, and was not included as a party in any written agreement with a bank under which the bank agreed to hold all money or other consideration received in escrow for the persons who had the beneficial interests therein, and to transmit or return such funds directly to the persons entitled thereto when the appropriate event or contingency had occurred. The firm permitted an individual to act in a capacity that required registration while his NASD registration status was inactive due to his failure to complete the Regulatory Element of NASD’s Continuing Education Requirement. 

Sky Capital LLC: Censured; Fined $15,000

Acting through Thieme, the Firm 

• operated without a registered Financial and Operations Principal (FINOP) from February 2002 to September 2004; and 
• failed to develop an annual written training plan for Firm Element/Continuing Education requirement for 2000 to 2004; and
• failed to maintain monthly bank reconciliations. 

Thieme Securities and Heiko Helmut Thieme: Censured; Fined $15,000 (joint/several)