Orders From Other Years

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Henry Duval (a/k/a Roger Duval) - S-23-3690-24-SC01 - Statement of Charges

On October 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 (“Statement of Charges”) against Henry Duval (formerly known as Roger Duval) (“Respondent”) of Liberty Lake, Washington. The Statement of Charges alleges that the Respondent violated the anti-fraud provisions of the Securities Act of Washington in connection with funds that he received from a senior citizen client. 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.

Signworld Business Partners, Inc. - S-24-3822-24-CO01 - Consent Order

On October 8, 2024, the Securities Division entered into a Consent Order with Signworld Business Partners, Inc. (“Signworld”). Between 2015 and 2023, Signworld solicited at least fifty-nine Washington residents about their commercial sign-making business opportunity via email and phone. From 2016 to 2022, Signworld offered and sold five business opportunities located in Washington State, totaling $465,000. The Securities Division alleges that Signworld sold unregistered business opportunities, failed to provide disclosure documents to business opportunity purchasers, and failed to provide business opportunity purchasers with contracts that met the requirements of the Act. Signworld neither admitted nor denied the Securities Division’s Findings of Fact and Conclusions of Law. Signworld has agreed to cease and desist from violating RCW 19.110.050, the registration section of the Business Opportunity Fraud Act, RCW 19.110.070, the disclosure document requirement section of the Business Opportunity Fraud Act, and RCW 19.110.100, the contract requirement section of the Business Opportunity Fraud Act. Signworld agreed to pay costs in the amount of $1,000. The Securities Division and Signworld agreed that, except in any action by the Securities Division, the Consent Order was not intended to be used as an admission or evidence of any fault, omission, or liability of Signworld in any civil, criminal, arbitration, or administrative proceeding. Signworld has waived its right to request a hearing and to judicial review of the matter.

On October 2, 2024, the Securities Division entered into a consent order with Respondents RS Import Export Trading LLC and Rain Shun (“Respondents”) to resolve the Securities Division’s investigation into the Respondents’ participation in a scheme, along with Stellar-Finance.com, to defraud a Washington resident, out of $360,000. From approximately April to December of 2023, Stellar-Finance.com and its agents made false or misleading claims about its forex trading platform and offerings and directed the Washington investor to wire investment funds to the Respondents. The Respondents wired those funds to foreign, unrelated entities, largely located in China and Hong Kong. The investor has not been able to withdraw any of her investment or purported gains from Stellar-Finance.com.

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 anti-fraud provisions of the Securities Act of Washington and pay a monetary settlement of $22,000.

MB NW Holdings, Inc., Speak Studios, Inc., Brandon Foote – S-21-3228-23-SC01 - Statement of Charges

On October 4, 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 (order number S-21-3228-23-SC01) against MB NW Holdings, Inc., Speak Studios, Inc. and the chief executive officer of those companies, former Washington resident Brandon Foote (“Foote”) (collectively, the “respondents”). The Statement of Charges alleges that the respondents sold at least $1.2 million worth of securities in offerings related to the manufacture and sale of a keto-friendly food product called Burn Butter and a contemplated chain of podcast studios. The Statement of Charges further alleges that, in doing so, the respondents violated the securities registration, securities salesperson registration, and anti-fraud sections of the Washington State Securities Act (the “Act”). The Statement of Charges also gives notice of the Division’s intent to enter an order to cease and desist from violating the Act, and to impose $15,000 fines against each respondent, and to charge $10,000 of its costs jointly and severally against the respondents. The respondents may request a hearing on the Statement of Charges.

Pacific Coast Investment Advisors, LLC, and Ryan Joseph Murphy - S-23-3677-24-SC01 - Statement of Charges

On September 30, 2024, the Securities Division entered a Statement of Charges and Notice of Intent to Enter an Order to Cease and Desist, Impose a Fine, Disgorge Fees, and Charge Costs (“Statement of Charges”) against respondents Pacific Coast Investment Advisers, LLC (“Pacific Coast”, CRD# 137963) and its owner Ryan Joseph Murphy, (CRD# 6163513). The Statement of Charges alleges that the respondents violated the Securities Act by acting as an investment adviser and/or an investment adviser representative while not registered to do so. The Statement of Charges gives notice of the Securities Division’s intent to enter an order to cease and desist, to disgorge fees, to impose fines, and to charge costs. The respondents have a right to request a hearing on the Statement of Charges.

On September 5, 2024, the Securities Division (“the Division”) entered a Consent Order with Respondents Ali Taj (“Taj”), Winchester Fund of Funds LP (“Winchester Fund”), Winchester Management Company LLC (“Winchester Management”), and Winchester Fund Advisors LLC (“Winchester Advisors”) (collectively, “the Respondents”). In the Consent Order, the Securities Division alleges that the Respondents, while residing and doing business in Washington, violated the securities registration, securities salesperson registration, and several different anti-fraud provisions of the Securities Act of Washington (“the Act”) in the course of managing Winchester Fund and in offering and selling interests therein. As part of 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 waive their right to a hearing and to judicial review of this matter.

Michael Patrick Raineri - S-23-3545-24-CO01 - Consent Order

On August 26, 2024, the Securities Division entered into a Consent Order with Michael Patrick Raineri (Raineri) of Seattle, Washington. Raineri was previously an investment adviser representative at Securities America Advisors, Inc. and a securities salesperson at Securities America, Inc. The Securities Division previously entered a Statement of Charges against Raineri on July 1, 2024. The Statement of Charges alleged that Raineri engaged in dishonest and unethical practices and violated the anti-fraud provisions of the Securities Act of Washington in connection with funds that he received from an elderly client. In settling the matter, Raineri neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act and to denial of any future securities registration applications. Raineri further agreed to pay a fine of $20,000 and reimburse the Securities Division $5,000 for its costs of investigation. Raineri waived his right to a hearing and to judicial review of the matter.

James Katzaroff - S-23-3528-24-FO01 - Final Order

On August 23, 2024, the Securities Division entered a Final Order against Respondents James Katzaroff, VirExit Technologies, Inc. and Globestar Therapeutics Corporation (collectively “Respondents”). Katzaroff offered and sold investments in VirExit, a company purportedly selling PPE, and GSTC, a company with a patent for a drug cocktail treatment for multiple sclerosis, in February of 2021 raising roughly $500,000 for each company. The Securities Administrator of the state of Washington issued a Stop Order Denying Effectiveness to the Application for Registration (“Stop Order”) and Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, To Revoke Exemptions, To Impose Fines, and to Charge Costs (“Statement of Charges”), Order No. S-23-3528-24-SO01, against Respondents on July 20, 2024. The Stop Order and Statement of Charges, together with a Notice of Opportunity for Hearing and an Application for Adjudicative Hearing, were served on Respondents on July 20, 2024. The Stop Order and 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. Respondents VirExit Technologies, Inc. and Globestar Therapeutics Corporation’s ability to rely on exemptions from registration under RCW 21.20.320(1), (3), (9), (12), and (17) with respect to the offer and sale of their own stock has been revoked. Respondent James Katzaroff is ordered to pay $60,000 in fines. Respondent VirExit Technologies, Inc. is ordered to pay $30,000 in fines. Respondent Globestar Therapeutics Corporation is ordered to pay $30,000 in fines. Respondents are jointly and severally liable for and ordered to pay the costs of the investigation in the amount of $25,000. Respondent VirExit Technologies, Inc.’s application for registration filed on February 1, 2023 has been denied.

On August 21, 2024, the Securities Division entered into a Consent Order with Joshua Michael Label (CRD # 5032599) (“Label”), Vita Intellectus, LLC (CRD # 159164) (“Vita”), and Vita Intellectus Institutional, LLC (CRD # 306427) (“VI Institutional”) (collectively, “Respondents”). The Consent Order resolves a Statement of Charges in which the Securities Division alleges that Label and Vita violated the Securities Act of Washington by breaching their fiduciary duties to their clients; engaging in acts, practices, or courses of business which operate as a fraud or deceit upon any person; making untrue or misleading statements or omissions when they traded their clients’ assets using high risk and unsuitable trading strategies, covered up that they were or became banned from using two different investment management platforms, and deflected the blame for client losses away from their trading strategies.

The Securities Division also alleges that, in the aftermath of this scheme, Respondents Label and VI Institutional did the same by failing to disclose the investment management platform ban to clients and holding themselves out as investment advisers or investment adviser representatives to the public through their website and other communication channels, including by stating that they were state-registered investment advisers. Further, the Securities Division alleges that Respondents Label and VI Institutional transacted business in this state as an investment adviser or investment adviser representative without registration.

Respondents managed the assets of a mostly-Washington state-based clientele concentrated in King and Snohomish counties. Their clients ranged from early career investors to those in or near retirement. Label and Vita caused millions of dollars in client losses through risky, high frequency trading strategies and holding their clients’ assets in leveraged ETFs for extended periods of time. Label and Vita did so regardless of their clients’ risk profiles, and used this strategy across client assets without disclosing the risks to their clients and while telling clients that their individual investment strategies were tailored to their specific needs. As clients began to complain about the losses in their accounts, Label and Vita blamed political or macroeconomic events for these losses despite the fact that their clients’ losses were at a multiple to that the market experienced as a whole. During this period, Respondents were also banned from using two investment platforms on which they managed client assets, did not disclose these bans, and communicated their subsequent actions as planned business decisions rather than as a result of these bans.

In the Consent Order, Respondents neither admitted nor denied the Securities Division’s Findings of Fact and Conclusions of Law. Label and Vita agreed to cease and desist from violations of the Securities Act of Washington and pay a $720,000 fine. VI Institutional agreed to cease and desist from violations of the Securities Act of Washington and pay a $20,000 fine. Both fines are suspended pending bankruptcy proceedings. The Consent Order also mandates that any investment adviser, investment adviser representative, broker-dealer, or securities salesperson registration that the Respondents may seek in the future should be denied. Respondents waived their right to request a hearing and to judicial review of this matter.

On August 21st, 2024, the Securities Division entered into a Consent Order with Moghis Uddin Mohammad (CRD # 4912020) (“Uddin”). This Consent Order resolves a previous Statement of Charges alleging violations of the Securities Act of Washington that involved breaching a fiduciary duty to clients; engaging in acts, practices, or courses of business which operate as a fraud or deceit; and making untrue or misleading statements or omissions when trading clients’ assets. Uddin helped manage the assets of a mostly-Washington state-based clientele concentrated in King and Snohomish counties. His clients ranged from early career investors to those in or near retirement. He helped cause millions of dollars in client losses through risky, high frequency trading strategies and holding client assets in leveraged ETFs for extended periods of time. Uddin did so regardless of their clients’ risk profiles, and used this strategy across client assets without disclosing the risks to their clients and while telling clients that their individual investment strategies were tailored to their specific needs. As clients began to complain about the losses in their accounts, the Respondent blamed political or macroeconomic events for these losses despite the fact that losses were at a multiple to that the market experienced as a whole.

In the Consent Order, Uddin neither admitted nor denied the Securities Division’s Findings of Fact and Conclusions of Law. Uddin agreed to cease and desist from violations of the Securities Act of Washington and pay a fine, which has been suspended pending bankruptcy proceedings. The Consent Order also mandates that any investment adviser representative, broker-dealer, or securities salesperson registration that the Respondent may seek in the future should be denied. Uddin waived his right to request a hearing and to judicial review of this matter.

On August 21, 2024, the Securities Division entered into a Consent Order with Bryton Shaun Stephens (CRD # 5957183) (“Stephens”). This Consent Order resolves a previous Statement of Charges alleging violations of the Securities Act of Washington that involved unlawful acts while providing advice on securities and acting as an investment adviser representative without registration. As president of Vita Intellectus Institutional, LLC, Stephens provided investment management advice and held himself out as an investment adviser representative to the public by stating that he was registered. While providing advice, he failed to disclose to clients that his firm had been banned from an investment management platform. Stephens transacted business as investment adviser representative in the State of Washington without registration, breached his fiduciary duty to his clients, and engaged in acts, practices, or courses of business that were fraudulent, deceptive, manipulative, or unethical.

In the Consent Order, Stephens neither admitted nor denied the Securities Division’s Findings of Fact and Conclusions of Law. He agreed to pay a fine of $20,000, which will be suspended, and cease and desist from violations of the Securities Act of Washington. Stephens waived his right to request a hearing and to judicial review of this matter.

Azteca Restaurant Enterprises - S-24-3761-24-CO01 - Consent Order

On August 13, 2024, the Securities Division entered a Consent Order with Azteca Restaurant Enterprises (“Respondent”). The Securities Division alleged that Respondent offered and sold 13 unregistered franchises located throughout Washington. The Securities Division further alleged that the Respondent failed to provide the franchisees with a current disclosure document containing material information about the franchise. 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 and RCW 19.100.080, the disclosure document requirement section of the Franchise Investment Protection Act. The Respondent agreed to pay investigative costs of $968.75 and waived its right to a hearing and judicial review of the matter.

DCPTG LLC - S-24-3729-24-FO01 - Final Order

On July 31, 2024, the Securities Division entered a Final Order against DCPTG LLC. The Securities Division alleged that on or around early 2024, Washington Company DCPTG LLC offered and sold unregistered securities to at least 2 investors in amounts ranging from hundreds to several thousands of dollars. The Securities Division further alleged that the Respondent violated the anti-fraud provision of the Securities Act. The Final Order orders the Respondent to cease and desist from violating the Securities Act of Washington. The Respondent has a right to petition for judicial review of this matter.

Amito Trading Limited, Beautiplus LLC, Shuwen Chen, Chushong Industry Limited, Jinling Chen, RS Import Export Trading LLC, Rain Shun, Jin L Sun, Sunny Pacific LLC, and Sun Qian, - S-24-3697-24-FO01 - Final Order

On July 31, 2024, the Securities Division entered a Final Order as to Respondents Amito Trading Limited, Beautiplus LLC, Shuwen Chen, Chushong Industry Limited, Jinling Chen, Sunny Pacific LLC, and Sun Qian. The Respondents participated in a scheme, along with Stellar-Finance.com, to defraud a Washington resident, out of $360,000. 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 on July 1, 2024. The Statement of Charges alleged that from approximately April to December of 2023, Stellar-Finance.com and its agents made false or misleading claims about its forex trading platform and offerings and directed C.N. to wire investment funds to the Respondents. The Respondents wired C.N.’s funds to foreign, unrelated entities, largely located in China and Hong Kong. C.N. has not been able to withdraw any of her investment or purported gains from Stellar-Finance.com. The Securities Division alleged that the Respondents each violated RCW 21.20.010(3), the anti-fraud section of the Securities Act of Washington, by engaging in an act, practice, or course of business which operates or would operate as a fraud or deceit upon any person. 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 costs. The Respondents have a right to request judicial review of the Final Order.

Josette Santos – S-23-3598-24-CO01 - Consent Order

On July 30, 2024, the Securities Division entered a Consent Order with Respondent Josette Santos. The Securities Division had previously issued a Statement of Charges and Final Order against Josette Santos alleging 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.

Santos admitted to the allegations and agreed to cease and desist from violations of the Securities Act of Washington and that any future securities registrations for Santos will be denied. Santos further agreed to pay a fine of $1,400 and investigative costs of $1,600. The previously entered Final Order, S-23-3598-24-FO01, has been vacated.

Smash Franchise Partners, LLC, d.b.a. Smash My Trash, and Justin Robert Haskin - S-23-3533-24-CO01 - Consent Order

On July 30th, 2024, the Securities Division entered into a Consent Order with Smash Franchise Partners, LLC, d.b.a. Smash My Trash, and Justin Robert Haskin (“Respondents”). The Securities Division alleged that the Respondents offered waste compaction services franchises to four Washington residents while making misleading statements and failing to provide material information in connection with the offer and sale of a franchise. Respondents agreed to cease and desist from violations of RCW 19.100.170, the “Violations” section of the Franchise Investment Protection Act. The Respondents agreed to pay investigative costs of $8,350.00 and waived their right to a hearing and judicial review of the matter.

The Paterson Center, LLC - S-24-3772-24-CO01 - Consent Order

On July 29, 2024, the Securities Division entered a Consent Order with The Paterson Center, LLC (“Respondent”), a Colorado-based company. The Securities Division alleged that the Respondent sold two unregistered franchises to Washington residents in 2021. The Securities Division further alleged that the Respondent failed to provide the franchisees with a Franchise Disclosure Document prior to the sales. 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.

VRV LLC - S-22-3445-24-FO01 - Final Order

On July 29, 2024, the Securities Division entered a Final Order against VRV LLC. The Securities Division previously issued a Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, Impose Fines, and Charge Costs (“Statement of Charges”) against VRV LLC (“VRV”) and the company’s principals, Qinglun Zeng (“Zeng”) and Xiaobing Wang (“Wang”) (collectively, “the Respondents”), on June 14, 2024. In the Statement of Charges, the Securities Division alleged, in part, that VRV offered and sold securities without appropriate registration and without qualifying for an exemption, and further alleged that VRV failed to provide investors with material information, such as the company’s financial status and how share ownership by investors would be calculated. The Final Order requires VRV to cease and desist from violations of the Securities Act of Washington, but does not impose a fine or investigative costs as to the company because it is currently in receivership. VRV has a right to request judicial review of the Final Order.

Eco - S-23-3542-24-CO01 - Consent Order

On July 29th, 2024, the Securities Division entered into a consent order with Respondent Eco, Inc. (“Eco”) to resolve the Securities Division’s investigation into Eco’s unregistered promotion and sale of yield-generating digital asset accounts (“Eco Accounts”). The investigation revealed that from in or around December 2020 and continuing through in or around May 2022, Eco Accounts were offered and sold to approximately 180 Washington investors—who held an average monthly balance of about $1 million. Eco marketed, promoted, and hosted the platform that sold Eco Accounts via its website.

In the Consent Order, Eco neither admits nor denies the Securities Division’s Findings of Fact and Conclusions of Law but agrees to cease and desist from violating the registration provisions of the Securities Act of Washington and pay a monetary settlement of $22,800.

Chicken Shack – S-23-3630-24-SC01 - Statement of Charges

On July 25, 2024, the Securities Division (the “Division”) entered a Statement of Charges and Notice of Intent to Enter Order to Cease and Desist (Order No. S-23-3630-24-SC01) (the “Statement of Charges”) against Chicken Shack, LLC (“Chicken Shack”), a Nevada-based business that sells chicken restaurant franchises. The Statement of Charges alleges that Chicken Shack sold franchises to two Washington franchisees in transactions that occurred in 2014 and 2021. The Statement of Charges further alleges that these sales violated Washington’s Franchise Investment Protection Act (the “Franchise Act”) because there was no registration on file for the offering, and because Chicken Shack failed to provide a disclosure document to the franchisees providing all material information related to the franchise. The Statement of Charges gives notice of the Division’s intent to order Chicken Shack to cease and desist from violating the Franchise Act. Chicken Shack may request an administrative hearing on the Statement of Charges.

James Katzaroff – S-23-3528-24-SO01 - Stop Order and Statement of Charges

On July 20, 2024, the Securities Division entered a Stop Order Denying the Effectiveness of Application for Registration and a Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, to Revoke Exemptions, to Impose Fines, and to Charge Costs against James Katzaroff (CRD #1032123), VirExit Technologies, Inc. (“VirExit”), and Globestar Therapeutics Corporation (“GSTC”) (collectively “Respondents”). Katzaroff offered and sold investments in VirExit, a company purportedly selling PPE, and GSTC, a company with a patent for a drug cocktail treatment for multiple sclerosis, in February of 2021 raising roughly $500,000 for each company. The Statement of Charges alleged that Respondents offered and sold unregistered securities to investors and violated the anti-fraud provision of the Securities Act by making untrue and misleading statements of material fact in connection with the February 2021 offer and sale of stock in both VirExit and GSTC. The Statement of Charges also alleged that Respondent Katzaroff offered and sold said securities while not being registered as a securities salesperson or broker-dealer in the state of Washington. The Stop Order alleged that the offering circular filed in 2023 on behalf of VirExit for coordinated review under Regulation A is incomplete in a material respect, justifying the entry of a stop order. The Securities Division gave notice of its intent to issue an order to cease and desist from violating the Securities Act of Washington, to revoke exemptions, to impose fines, and to charges costs. The Respondents have the right to request a hearing on the Statement of Charges and/or the Stop Order.

A Final Order was entered regarding this matter on August 23, 2024.

Timothy Van Dyken - S-24-3751-24-SC01 - Statement of Charges

On July 16, 2024, the Securities Division entered a Statement of Charges, Notice of Intent to Impose a Fine, to Suspend Registration, and to Charge Costs against Timothy Van Dyken (Van Dyken). The Securities Division alleged that Van Dyken, an investment adviser representative and registered representative, engaged in dishonest and unethical practices and violated RCW 21.20.020(c) and WAC 460-24A-200(r). The Securities Division ordered Van Dyken to cease and desist from violating the Securities Act of Washington. The Securities Division gave notice of its intent to suspend registration, collect fines, and charge costs. Van Dyken has a right to request a hearing on the Statement of Charges.

Alfa Technologies Inc.; Thinh K. Tran a/k/a Tony Tran; Angie Nguyen - S-21-3244-24-SC01 - Statement of Charges

On July 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 Alfa Technologies Inc. (“Alfa Technologies”); Alfa Technologies’ founder and principal Thinh K. Tran a/k/a Tony Tran (“Tran”), and Tran’s romantic partner Angie Nguyen (“Nguyen”) (collectively, “the Respondents”). In the Statement of Charges, the Securities Division alleges that Tran and Nguyen diverted no less than $6.7 million from Alfa Technologies, a Seattle-based company which planned to develop a social media platform supported by a digital asset called the Enzo token. The Securities Division further alleges that during a previous investigation, Tran and Alfa Technologies falsely claimed to have no United States investors, when in fact they had raised approximately $2.8 million from 21 US-resident investors. Tran and Nguyen had already begun diverting funds from Alfa Technologies during the previous investigation, most notably toward the purchase of a $1.6 million Bellevue home. The Securities Division further alleges that Tran and Alfa Technologies did not register Alfa Technologies’ Enzo token securities with the Securities Division or with any other regulator, took no steps to qualify for an exemption from securities registration, and failed to provide investors with disclosures of material facts related to Alfa Technologies.

The Statement of Charges gives notice of the Securities Division’s intent to enter an order against the Respondents to cease and desist from violations of the Securities Act of Washington, to impose a fine of $950,000 against Tran and Nguyen, and to charge investigative costs of $20,000 to Tran and Nguyen. The Respondents each have the right to request a hearing on the Statement of Charges.

Michael Patrick Raineri - S-23-3545-23-SC01 - Statement of Charges

On July 1, 2024, the Securities Division entered a Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, to Deny Future Registrations, to Impose a Fine, and to Charge Costs (“Statement of Charges”) against Michael Raineri (“Respondent”) of Seattle, Washington. Raineri was previously an investment adviser representative at Securities America Advisors, Inc. and a securities salesperson at Securities America, Inc. The Statement of Charges alleges that the Respondent engaged in dishonest and unethical practices and violated the anti-fraud provisions of the Securities Act of Washington in connection with funds that he received from an elderly client. 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 deny future registrations, 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 August 26, 2024.

Amito Trading Limited, Beautiplus LLC, Shuwen Chen, Chushong Industry Limited, Jinling Chen, RS Import Export Trading LLC, Rain Shun, Jin L Sun, Sunny Pacific LLC, and Sun Qian – S-24-3697-24-SC01 - Statement of Charges

On July 1, 2024, 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 against Respondents Amito Trading Limited, Beautiplus LLC, Shuwen Chen, Chushong Industry Limited, Jinling Chen, RS Import Export Trading LLC, Rain Shun, Jin L Sun, Sunny Pacific LLC, and Sun Qian (together, the “Respondents”). The Securities Division alleged that the Respondents participated in a scheme, along with Stellar-Finance.com, to defraud a Washington resident, out of $360,000. From approximately April to December of 2023, Stellar-Finance.com and its agents made false or misleading claims about its forex trading platform and offerings and directed C.N. to wire investment funds to the Respondents. The Respondents wired C.N.’s funds to foreign, unrelated entities, largely located in China and Hong Kong. C.N. has not been able to withdraw any of her investment or purported gains from Stellar-Finance.com. The Securities Division alleged that the Respondents each violated RCW 21.20.010(3), the anti-fraud section of the Securities Act of Washington, by engaging in an act, practice, or course of business which operates or would operate as a fraud or deceit upon any person. The Securities Division gave notice of its intent to order the Respondents to cease and desist, 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 October 2, 2024.

A Final Order was entered regarding this matter on July 31, 2024.

Capital Preservation Management, LLC - S-23-3646-24-CO01 - Consent Order

On July 1, 2024, the Securities Division entered a Consent Order with Capital Preservation Management, LLC (Respondent). Respondent is a Vancouver, Washington entity that provides services related to Regulation D real estate Pooled Investment Vehicles (PIVs). The Securities Division alleged that the Respondent offered and/or sold unregistered securities, in the form PIV membership interests, to 275 investors pursuant WAC 460-44A-506 and 17 C.F.R. §230.506(c), Regulation D exemption from securities registration, without taking reasonable steps to verify those investors were accredited, as required by rule 506(c). 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 $50,000 and investigative costs of $1,500.00 and waived its right to a hearing and judicial review of the matter.

Sushi Avenue, Incorporated - S-24-3769-24-CO01 - Consent Order

On July 1, the Securities Division entered into a Consent Order with Sushi Avenue, Incorporated (Respondent). In the Consent Order, the Securities Division alleged that the Respondent 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 Respondent agreed to cease and desist from the registration and franchise disclosure document portions 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.

DCPTG LLC - S-24-3729-24-SC01 - Statement of Charges

On July 1, 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 DCPTG LLC. The Securities Division alleged that on or around early 2024, Washington Company DCPTG LLC offered and sold unregistered securities to at least 2 investors in amounts ranging from 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 July 31, 2024.

VRV LLC; Qinglun Zeng; Xiaobing Wang – S-22-3445-23-SC01 - Statement of Charges

On June 14, 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 VRV LLC (“VRV”), Qinglun Zeng (“Zeng”), and Xiaobing Wang (“Wang”) (collectively, “the Respondents”). In the Statement of Charges, the Securities Division alleges that Zeng and Wang raised approximately $1.58 million for VRV, a delivery-restaurant business, from approximately 23 investors primarily in the Seattle-area Chinese-American community. As set forth in the Statement of Charges, the Respondents failed to provide VRV investors with numerous risk disclosures, including information about the financial status of the company and the fact that the number of shares that investors received would be calculated by Zeng and Wang using an unknown formula at an unspecified future time. Zeng and Wang were not registered to sell securities in Washington. The Respondents further failed to register VRV’s securities with the Securities Division or with any other regulator, and took no steps to qualify for an exemption from securities registration. The Statement of Charges gives notice of the Securities Division’s intent to enter an order against the Respondents to cease and desist from violations of the Securities Act of Washington, to impose a fine of $50,000 against Zeng and Wang, and to charge investigative costs of $15,000 to Zeng and Wang. The Respondents each have the right to request a hearing on the Statement of Charges.

A Final Order was entered regarding this matter on July 29, 2024.

Inchins Bamboo Garden Franchising LLC – S-24-3750-24-CO01 - Consent Order

On June 11, 2024, the Securities Division entered into a consent order with Respondent Inchins Bamboo Garden Franchising LLC (“Respondent”). The Securities Division alleged that the Respondent offered and/or sold an unregistered franchise, operating as an Inchin’s Bamboo Garden restaurant in Bothell, Washington. 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 registration section of the Franchise Investment Protection Act. The Respondent further agreed to pay investigative costs of $1500 and waived its right to a hearing and judicial review of the matter.

Boba Tea Sdn Bhd d.b.a. Daboba - S-23-3599-23-CO01 - Consent Order

On June 11, 2024, the Securities Division entered into a Consent Order with Boba Tea Sdn Bhd d.b.a. Daboba (“Respondent”). The Securities Division alleged that the Respondent offered unregistered Daboba tea based drink franchises, failed to provide franchisees with a Franchise Disclosure Document and failed to provide material information in connection with subfranchising and financial performance representations. Respondent 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 Respondent agreed to pay investigative costs of $5,200 and waived its right to a hearing and judicial review of the matter.

The Franchise Consulting Company, Inc. and Nicholas Neonakis a.k.a. Nick Neonakis – S-22-3408-23-CO01 - Consent Order

On June 10th, 2024, the Securities Division entered into a Consent Order with The Franchise Consulting Company, Inc. and Nicholas Neonakis a.k.a. Nick Neonakis (“Respondents”). The Securities Division had previously 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 on March 26, 2024 and a Statement of Charges on December 8, 2023. In the Consent Order, the Securities Division alleged that Respondents acted as unregistered franchise brokers in the offer and sale of franchises in Washington. The Respondents agreed and were ordered to cease and desist from violations of RCW 19.100.140, the franchise broker registration section of the Franchise Investment Protection Act. The Respondents agreed to pay investigative costs of $7,500 and waived their right to a hearing and judicial review of the matter.

James Martin Lindell Jr. a.k.a. Jim Lindell and d.b.a. Motion Capital Advisors LLC, and Motion Business Management LLC d.b.a. Motion Group - S-20-2954-23-CO01 - Consent Order

On June 3, 2024, the Securities Division entered into a CONSENT ORDER with James Martin Lindell Jr. a.k.a. Jim Lindell and d.b.a. Motion Capital Advisors LLC, and Motion Business Management LLC d.b.a. Motion Group (“Respondents”). In the Consent Order, the Securities Division alleged that Respondents violated the investment adviser and investment adviser salesperson registration provision of the Securities Act when they held themselves out as financial planning fiduciaries to 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 offer of their business management services. In settling the matter, the Respondents neither admitted nor denied the allegations, but agreed to cease and desist from violating the Securities Act. Respondents further agreed to pay a fine of $2,500 and reimburse the Securities Division $5,000 for the costs of the investigation. The Respondents waived their right to a hearing and judicial of the matter.

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.

Jonathan Tutt and Jonathan Carter - S-23-3587-24-SC01 - Statement of Charges

On May 24, 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 Jonathan Tutt and Jonathan Carter (collectively, the “Respondents). Tutt and Carter served as the President and Vice President, respectively, for Unfiltered, Inc. (“Unfiltered”), a Washington-based company that operated an online subscription service for Christian worship music. From 2017 to 2018, Unfiltered offered and sold at least 33 shares of stock to 6 investors, raising more than $316,000. Between October 2017 and May 2018, the Respondents offered and sold $240,000 of unregistered Unfiltered stock to a Washington resident. The Respondents were not registered securities salespersons or broker-dealers in the State of Washington. While offering and selling stock, the Respondents failed to disclose material information related to the investment. Moreover, Carter failed to disclose that he filed for bankruptcy in 2010. Finally, Respondents misrepresented that they had personally invested money in the company. The Securities Division alleged that the Respondents sold unregistered securities, acted as unregistered securities salespersons, and violated the anti-fraud provision of the Securities Act of Washington. The Securities Division gave notice of its intent to order the Respondents to cease and desist from violating the Securities Act of Washington and its intent to collect fines and charge costs. The Respondents have a right to request a hearing on the Statement of Charges.

Fahsholtz, Michael; Stifel, Nicolaus & Co. - S-19-2660-23-CO01 - Consent Order

On May 21, 2024, the Securities Division entered a Consent Order with Respondents Michael Fahsholtz (“Fahsholtz,” CRD #2057306) and Fahsholtz’s former broker-dealer, Stifel, Nicolaus & Co., Inc. (“Stifel,” CRD #793) (collectively, “the Respondents”). As set forth in the Consent Order, Fahsholtz sold significant quantities of high-yield bonds (commonly known as junk bonds) to many clients whose age and risk tolerance were inconsistent with high concentrations of risky bonds. The Consent Order alleges that these sales violated RCW 21.20.702, the suitability provision of the Securities Act of Washington. The Consent Order further alleges that Stifel failed to adequately monitor Fahsholtz’s sale of high-yield bonds and to note various discrepancies between Fahsholtz’s justifications for his sales and his customers’ stated risk tolerance, investment objectives, and outside holdings, as required by RCW 21.20.110.

In the Consent Order, the Respondents neither admit nor deny the Securities Division’s Findings of Fact and Conclusions of Law, but Fahsholtz agrees to cease and desist from violating the suitability provisions of the Securities Act of Washington. Fahsholtz further agrees to pay a fine of $10,000; Stifel agrees to pay a fine of $10,000 and investigative costs of $20,000. The Respondents waived their right to a hearing and to judicial review of this matter.

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 Consent Order was entered regarding this matter on July 30, 2024.

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.