Consent Agreement and Order: Commonwealth of Pennsylvania v. Spark Financial Advisors, LLC

FILED  
2024 MAY 21 PM 3:01  
PA DEPARTMENT OF  
BANKING AND SECURITIES  

COMMONWEALTH OF PENNSYLVANIA  
DEPARTMENT OF BANKING AND SECURITIES  

COMMONWEALTH OF PENNSYLVANIA  
DEPARTMENT OF BANKING AND  
SECURITIES, BUREAU OF SECURITIES  
LICENSING  
v.  
SPARK FINANCIAL ADVISORS, LLC  
dba SPARK FINANCIAL ADVISORS  

DOCKET No. 24_0028____(SEC-CAO)  

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## CONSENT AGREEMENT AND ORDER

The Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Licensing (“Bureau”), has conducted an investigation of the business practices of Spark Financial Advisors (“SFA”). Based on the results of its investigation, the Bureau has concluded that SFA has operated in violation of the Pennsylvania Securities Act of 1972, 70 P.S. § 1-101 *et seq.* (“1972 Act”). SFA, in lieu of litigation, and without admitting or denying the allegations herein, and intending to be legally bound, hereby agrees to the terms of this Consent Agreement and Order (“Order”).

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## BACKGROUND

1. The Department is the Commonwealth of Pennsylvania’s administrative agency authorized and empowered to administer and enforce the 1972 Act.

2. The Bureau is primarily responsible for administering and enforcing the 1972 Act for the Department.

3. SFA (CRD #296914) was, at all times material herein, a Virginia limited liability company with a principal place of business at 413 Stuart Circle, Suite 220, Richmond, Virginia 23220.

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4. From in or about June 1, 2018, through the present, SFA was registered as an investment advisor with the Virginia State Corporation Commission.

5. From in or about October 2023 to January 2024, SFA transacted business in Pennsylvania as an investment advisor while neither registered nor exempt from registration.

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## VIOLATION

6. By engaging in the acts and conduct set forth in paragraphs 3 through 5 above, SFA transacted business in Pennsylvania as an investment advisor in violation of Section 301(c) of the 1972 Act, 70 P.S. § I-301(c).

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## RELIEF

7. Within 60 days of the Effective Date of this Order, as defined in paragraph 15, SFA shall pay the Department an administrative assessment in the amount of $9000.00. Payment shall be made by certified check or money order made payable to the “Department of Banking and Securities” and shall be mailed or delivered, in person, to the Bureau of Securities Licensing located at 17 North Second Street, Suite 1300, Harrisburg, Pennsylvania 17101.

8. SFA is ORDERED to comply with the 1972 Act, and Regulations adopted by the Department, and in particular Section 301(c) of the 1972 Act, 70 P.S. § I-301(c).

9. Should SFA fail to pay the assessment as set forth in paragraph 7, above, the sanctions set forth elsewhere in the Order shall continue in full force and effect until full payment is made. However, this provision shall not be construed as affording SFA the option of either paying the assessment or being indefinitely subject to the sanctions.

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10. Should SFA fail to comply with any and all provisions of this Order, the Department may impose additional sanctions and costs and seek other appropriate relief subject to SFA’s right to a hearing pursuant to the 1972 Act.

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## FURTHER PROVISIONS

11. **Consent.** SFA hereby knowingly, willingly, voluntarily and irrevocably consents to the entry of this Order pursuant to the Bureau’s authority under the 1972 Act and agrees that it understands all of the terms and conditions contained herein. SFA, by voluntarily entering into this Order, waives any right to a hearing or appeal concerning the terms, conditions, and/or penalties set forth in this Order.

12. **Entire Agreement.** This Order contains the entire agreement between the Department and SFA. There are no other terms, obligations, covenants, representations, statements, conditions, or otherwise, of any kind whatsoever concerning this Order. However, this Order may be amended in writing by mutual agreement of the Department and SFA.

13. **Binding Nature.** The Department, SFA, and all officers, owners, directors, employees, heirs and assigns of SFA intend to be and are legally bound by the terms of this Order.

14. **Counsel.** This Order is entered into by the parties upon full opportunity for legal advice from legal counsel.

15. **Effectiveness.** SFA hereby stipulates and agrees that the Order shall become effective on the date the Bureau executes the Order (“Effective Date”).

16. **Other Enforcement Action.**  
    (a) The Department reserves all of its rights, duties, and authority to enforce all statutes, rules, and regulations under its jurisdiction against SFA in the future regarding all matters not resolved by this Order.

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(b) SFA acknowledges and agrees that this Order is only binding upon the Department and not any other local, state or federal agency, department, or office regarding matters within this Order.

17. **Authorization.** The parties below are authorized to execute this Order and legally bind their respective parties.

18. **Counterparts.** This Order may be executed in separate counterparts, by facsimile and/or by PDF.

19. **Titles.** The titles used to identify the paragraphs of this document are for the convenience of reference only and do not control the interpretation of this document.

20. **Finding.** The Department finds that it is necessary and appropriate in the public interest and for the protection of investors, and consistent with the purposes fairly intended by the policy and provisions of the 1972 Act to issue this Order.

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WHEREFORE, in consideration of the foregoing, including the recital paragraphs, the Commonwealth of Pennsylvania, Department of Banking and Securities, Bureau of Securities Licensing and Spark Financial Advisors, intending to be legally bound, do hereby execute this Consent Agreement and Order.

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### FOR THE COMMONWEALTH OF PENNSYLVANIA  
DEPARTMENT OF BANKING AND SECURITIES  
BUREAU OF SECURITIES LICENSING  

Redacted  
Eric R. Pistilli, Deputy Secretary for Securities  
Date: 05/21/2024  

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### FOR SPARK FINANCIAL ADVISORS

Redacted  
(Signature)  
Lauren Zangardi Haynes  
(Print Officer Name)  
Date: 5/16/2024