Fall 2025 Securities Bulletin

State of Connecticut
Department of Banking

Securities and Business Investments Division Securities Bulletin

Vol. XXXIX No. 3 - Fall 2025

Features

New Business Opportunity Trademark Exclusion Form Adopted

Quarterly Statistical Summaries

Enforcement and Other Highlights

Administrative Actions

Consent Orders

Stipulation and Agreements

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ANNOUNCEMENT:

Connecticut Adopts New Form For Business Opportunity Trademark Exclusion Claims

Effective September 30, 2025, filers relying on the trademark exclusion in Section 36b-61(2)(D) of the Connecticut Business Opportunity Investment Act will have an easier way to file.

Connecticut is adopting
FORM CT-BOIA-EX
(Business Opportunity Exclusion Claim)

After September 30, 2025, the department will no longer post those claiming an exclusion to its website. Rather, you will be able to confirm our receipt of your filing by consulting the State’s online e-license system. Details on accessing that system will appear on the website.

Of course, if there is an issue with an outstanding pre-September 30, 2025 filing, that issue must be resolved before you can use the new form.

The form recognizes that the burden of proving an exclusion always falls upon the franchisor or seller rather than the department. In making the filing, sellers must be sure that it is accurate. False or misleading statements made to the department are expressly prohibited by Section 36b-80 of the Connecticut Business Opportunity Investment Act.

We hope that the new form will make the process less labor intensive for both filers and our office.

Administrative Actions

D & M Group, LLC, PSA Education, Inc. and Tieqiang Ding (All Doing Business as Putnam Science Academy and Putnam Science Education, Inc.) and Hong Fang a/k/a Julia Fang

On September 17, 2025, the Banking Commissioner entered an Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Fine and Notice of Right to Hearing (No. CRF-25-20258-S) against D & M Group, LLC, PSA Education, Inc., Tieqiang Ding and Julia Fang . Tieqiang Ding is the control person of D & M Group, LLC and PSA Education, Inc. All respondents are located at 18 Maple Street, Putnam, Connecticut.

D & M Group, LLC was formed for the purpose of purchasing a private high school, Putnam Science Academy, located on the same premises as D & M Group, LLC. PSA Education, Inc. was formed to own, operate and solicit investors for the Putnam Science Academy school.

The action alleged that Respondents engaged in an affinity fraud by targeting Chinese nationals and Chinese Americans living in the United States and abroad. Through WeChat, a social media app, respondents Ding and/or Fang sold approximately $5.4 million in securities to finance the Putnam Science Academy to at least three investors, one of whom was from Connecticut. In addition, Respondents allegedly channeled investor funds for their personal use. The conduct occurred from approximately January 2017 to August 2020.

The action alleged that the security sales were fraudulent in that Respondents made material misrepresentations and omissions to prospective investors regarding the scope and risks of the investment and that such conduct violated Section 36b-4(a) of the Connecticut Uniform Securities Act. The action also alleged that Respondents offered and sold unregistered securities in violation of Section 36b-16 of the Act.

Respondents were afforded an opportunity to request a hearing on the allegations in the action.

Phillips & Company Securities Inc. ( CRD No. 35800)

On August 22, 2025, the Banking Commissioner entered an Order Revoking Registration as a Broker-dealer (No. NRC-24-202410-S) against Phillips & Company Securities Inc. of 521 SW 11th, Suite 200, Portland, Oregon 97205. The Order Revoking Registration had been preceded by an April 24, 2024 Notice of Intent to Revoke Registration as a Broker-dealer and Notice of Right to Hearing (No. NRC-24-202410-S) which alleged that the firm violated Section 36b-31-6a(a) of the Regulations under the Connecticut Uniform Securities Act by failing to maintain a broker-dealer agent registration. The earlier action further alleged that the Respondent failed to remedy the situation following several communications from the Division.

The firm failed to request a hearing on the Notice of Intent to Revoke Registration as a Broker-dealer. Consequently, the firm’s registration was revoked by default effective August 22, 2025.

Arcstone Securities LLC f/k/a Arcview Capital LLC (CRD No. 3006029)

On July 25, 2025, the Banking Commissioner entered an Order Revoking Registration as a Broker-dealer with respect to Arcstone Securities LLC (No. NRC-24-2048-S) of 885 Third Avenue, 21st Floor, New York, New York, 11232.

The firm had been the subject of an April 24, 2024 Notice of Intent to Revoke Registration as a Broker-dealer and Notice of Right to Hearing (NRC-24-2048-S) alleging that the Respondent violated Section 36b-31-6a(a) of the Regulations under the Connecticut Uniform Securities Act by failing to maintain a broker-dealer agent registration. The action further alleged that the Respondent failed to cure the problem following several requests from the Division.

The firm did not request a hearing on the Notice of Intent to Revoke Registration as a Broker-dealer. Consequently, the allegations in the original Notice were deemed admitted and the Order Revoking Registration as a Broker-dealer was entered by default.

Consent Orders

Aegis Capital Corp. (CRD No. 15007)

On September 3, 2025, the Banking Commissioner entered a Consent Order (No. CO-25-202512-S) with respect to Aegis Capital Corp ., a Connecticut-registered broker-dealer located at 1345 Avenue of the Americas, 27th Floor, New York, New York 10105.

The Consent Order alleged that 1) one of the firm’s non-registered sales assistants received compensation derived form a percentage of commissions earned from brokerage activity; 2) one of the firm’s agents failed to disclose outside business activity on his Form U-4; and 3) the firm did not maintain or send concentration letters for several clients, as required by its supervisory procedures. A concentration letter puts the client on notice of risk arising from a lack of diversification such as investing only in a particular industry or security.

More specifically, the Consent Order alleged that the firm engaged in dishonest or unethical business practices within the meaning of Section 36b-31-15a(b) of the Regulations under the Connecticut Uniform Securities Act by compensating an unregistered sales assistant with a percentage commission based revenue; and that it failed to establish, enforce and maintain a system for supervising the activities of its agents that was reasonably designed to achieve compliance with applicable securities laws and regulations.

The unregistered sales assistant ultimately became registered as a broker-dealer agent under the Act. In addition, appropriate Form U-4 disclosures were later made by the affected representative.

The Consent Order fined the firm $20,000 and directed it to cease and desist from regulatory violations.

Growthpoint Technology Partners, LLC (CRD No. 137438)

On July 17, 2025, the Banking Commissioner entered a Consent Order (No. NR-25-14-S) with respect to Growthpoint Technology Partners, LLC , a Connecticut-registered broker-dealer located at 601 California Street, Suite 1250, San Francisco, California 94108. The firm had been the subject of a May 15, 2025 Notice of Intent to Revoke Registration as a Broker-dealer and Notice of Right to Hearing (No. NR-25-14-S) alleging that the firm violated Section 36b-31-6a(a) of the Regulations under the Connecticut Uniform Securities Act by failing to register at least one broker-dealer agent.

The firm has since addressed the licensing issue.

The Consent Order directed the firm to cease and desist from regulatory violations and to pay a $2,500 fine to the agency.

SWCD LLC a/k/a Campfire Capital (CRD No. 168457)

On July 7, 2025, the Banking Commissioner entered a Consent Order (No. NR-25-15-S) with respect to SWCD LLC of 81 Campfire Road, Chappaqua, New York 10514. The firm, which operates under the trade or assumed name Campfire Capital, has been registered as a broker-dealer in Connecticut since January 30, 2015. The Consent Order had been preceded by a May 15, 2025 Notice of Intent to Revoke Registration as a Broker-dealer and Notice of Right to Hearing (No. NR-25-15-S) alleging that the firm violated Section 36b-31-6a(a) of the Regulations under the Connecticut Uniform Securities Act by failing to register at least one broker-dealer agent. The action also alleged that the firm was not responsive to the agency's attempts to remedy the problem.

The Consent Order directed the firm to refrain from regulatory violations and fined the firm $2,500. The firm has since effected an agent registration to comply with the law.

Stipulation and Agreements

Concentric Capital Strategies L.P. (CRD No. 313057)

On September 18, 2025, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-25-202529-S) with Concentric Capital Strategies, L.P ., an SEC-registered investment adviser located at 2 Stamford Plaza, Suite 1101, Stamford, Connecticut 06901.

The Stipulation and Agreement alleged that the firm violated Section 36b-6(e) of the Connecticut Uniform Securities Act by failing to make the notice filing required of Securities and Exchange Commission registered investment advisers.

The firm has since cured the notice filing deficiency.

In resolution of the matter, the firm agreed to refrain from regulatory violations and to pay $3,025 to the agency. Of that amount, $2,500 constituted an administrative fine and $525 constituted payment for past due notice filing fees.

Statistical Summary

Licensing At A Glance

at the end of the quarter

1st
Quarter

2nd
Quarter

3rd
Quarter

4th
Quarter

Broker-dealers Registered

1,923

1,940

1,927

Broker-dealer Agents Registered

212,726

213,160

219,748

Broker-dealer Branch Offices Registered

2,364

2,368

2,369

Investment Advisers Registered

418

419

416

SEC Registered Advisers Filing Notice

2,599

2,680

2,650

Investment Adviser Agents Registered

15,468

14,939

15,767

Exempt Reporting Advisers

230

231

235

Agents of Issuer Registered

0

0

0

Conditional Registrations

0

0

0

Securities and Business
Opportunity Filings

1st
Quarter

2nd
Quarter

3rd
Quarter

4th
Quarter

Year to Date

Offerings Reviewed

9

48

32

89

Investment Company Notice Filings

396

439

386

1,221

Exemptions and Exemptive Notices

1,274

1,354

1,462

4,090

Examinations

Broker-dealers

16

15

12

43

Investment Advisers

14

6

15

35

Securities Investigations

Opened

17

10

16

43

Closed

9

0

19

28

Ongoing as of End of Quarter

109

104

102

Subpoenas issued

2

12

9

23

Matters referred from Attorney General

0

0

0

0

Matters referred from Other Agencies

2

3

1

6

Business Opportunity Investigations

Investigations Opened

2

1

0

3

Investigations Closed

1

1

0

2

Ongoing as of End of Quarter

1

1

1

Enforcement: Remedies and Sanctions

Notices of Intent to Deny (Licensing)

0

0

0

0

Notices of Intent to Suspend (Licensing)

0

0

0

0

Notices of Intent to Revoke (Licensing)

0

2

0

2

Denial Orders (Licensing)

0

0

0

0

Suspension Orders (Licensing)

0

0

0

0

Revocation Orders (Licensing)

0

1

2

3

Notices of Intent to Fine

1

0

1

2

Orders Imposing Fine

0

0

0

0

Cease and Desist Orders

2

0

1

3

Notices of Intent to Issue Stop Order

1

0

0

1

Activity Restrictions/Bars

0

2

0

2

Stop Orders

0

1

0

1

Vacating/Withdrawal/ Modification Orders

0

0

0

0

Restitutionary Orders and Disgorgement Orders

1

1

1

3

Injunctive Relief Obtained

0

0

0

0

Proceedings and Settlements

1st
Quarter

2nd
Quarter

3rd
Quarter

4th
Quarter

Year to Date

Administrative Actions

2

4

3

9

Consent Orders

3

4

3

10

Stipulation and Agreements

2

3

1

6

Monetary Relief*

1st
Quarter

2nd
Quarter

3rd
Quarter

4th
Quarter

Year to Date

Monetary Sanctions Imposed

$115,450

$220,500

$28,025

$363,975

Portion attributable to settlements

$115,450

$220,500

$28,025

$363,975

Attributable to Court-Ordered Penalties

0

0

0

0

Financial Literacy Contribution

0

0

0

0

Restitution or Other Monetary Relief ( includes rescission offer amounts )

$262,838

$164,000

0

$426,838

Independent SEC Fair Fund Remediation Remittance

$92,910,000

0

0

$
92,910,000

Independent SEC Fair Fund Penalty Remittance

$13,500,000

0

0

$
13,500,000

Cents eliminated

Securities Referrals

1st
Quarter

2nd
Quarter

3rd
Quarter

4th
Quarter

Year to Date

Criminal Matters

0

1

1

2

Civil (Attorney General)

0

0

0

0

Other Agency Referrals

0

0

0

0