Winter 2025 Securities Bulletin

State of Connecticut
Department of Banking

Securities and Business Investments Division Securities Bulletin

Vol. XXXIX No. 4 - Winter 2025

Features

Quarterly Statistical Summaries

Enforcement and Other Highlights

Administrative Actions

Consent Orders

Stipulation and Agreements

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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 November 17, 2025, the Banking Commissioner issued an Amended and Restated Order to Cease and Desist, an Amended and Restated Order to Make Restitution, an Amended and Restated 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.

As amended, the action added an additional investor, whose losses totaled $230,000, to the alleged misconduct perpetrated by the Respondents. That brought the amount of securities sold to approximately $5.7 million, with four identified investors now impacted.

The amended action had been preceded by a September 17, 2025 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) alleging that Respondents engaged in an affinity fraud by focusing on Chinese nationals and Chinese Americans living in the United States and abroad. Through communications such as WeChat, a social media app, e-mails and/or oral solicitations, Ding and/or Fang sold securities to finance the Putnam Science Academy and allegedly channeled investor funds for their personal use. The conduct occurred from approximately January 2017 to August 2020.

The actions 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 actions 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 in the original action and the amended action.

Consent Orders

Tyr Partners LP d/b/a Goodstead (IARD No. 308769) and Robert Elbert Swigert (CRD No. 5846103)

On November 28, 2025, the Banking Commissioner entered a Consent Order (No. CO-25-2025-32-S) with respect to Tyr Partners LP d/b/a Goodstead, an investment adviser that was previously registered under the Connecticut Uniform Securities Act but failed to renew its registration more than one time. Also named in the Consent Order was Robert Elbert Swigert whose prior registration as an investment adviser agent of the firm similarly lapsed due to a failure to renew.

The Consent Order alleged that the firm transacted business as an investment adviser while unregistered in violation of Section 36b-6(c)(1) of the Act and employed an unregistered investment adviser agent in violation of Section 36b-6(c)(3) of the Act. The Consent Order also alleged that Swigert transacted business as an unregistered investment adviser agent in violation of Section 36b-6(c)(2) of the Act.

The Consent Order directed the Respondents to cease and desist from regulatory violations and fined them $2,500 jointly and severally.

Effective November 28, 2025, Tyr Partners LP d/b/a Goodstead became registered in Connecticut as an investment adviser and Swigert became registered as an investment adviser agent of the firm.

Stifel, Nicolaus & Company, Inc. (CRD No. 793)

On November 18, 2025 the Banking Commissioner entered a Consent Order (No. CO-25-202524-S) with respect to Stifel, Nicolaus & Company, Inc., a Connecticut registered broker-dealer located at 501 North Broadway, St. Louis, Missouri 63102. The Consent Order was an outgrowth of a multistate investigation into the firm's charging unreasonable commissions on certain equity transactions. Between May 1, 2020 and April 30, 2025, the firm executed 547 equity transactions in Connecticut, which included an unreasonable commission for services performed (i.e. in excess of 5% of the principal trade amount) totaling $10,832.43. The amount of commissions charged purportedly exceeded FINRA guidelines.

The Consent Order alleged that the firm violated Section 36-31-6f(b) of the Regulations under the Connecticut Uniform Securities Act by failing to implement adequate supervisory procedures to ensure that commissions were not inappropriately assessed.

The Consent Order directed the firm to cease and desist from regulatory violations and fined it $20,000. In addition, the Consent Order required that the firm provide affected Connecticut customers with $10,832.43 in restitution, plus interest, and report back to the Commissioner on the progress of its restitutionary undertaking.

Anderson Accounting & Finance LLC
Carl Benjamin Levi Anderson a/k/a Ben Anderson

On November 18, 2025, the Banking Commissioner entered a Consent Order (No. CO-25-202517-S) with respect to Anderson Accounting & Finance LLC of 1 Executive Center, New Milford, Connecticut 06776 and its managing member Carl Benjamin Levi Anderson. The firm's services include accounting and tax preparation.

The Consent Order alleged that Carl Anderson represented that he was a financial adviser and indicated to a Connecticut investor that he would set up an investment Roth account for her. Carl Anderson allegedly failed to open the account or provide the investor with account statements evidencing her $25,000 investment. The Consent Order noted that on March 28,2025, Carl Anderson pled guilty in Litchfield, Connecticut Superior Court to two counts of larceny in the first degree and one count of larceny in the third degree. On July 29 ,2025, Anderson was sentenced to eight years in jail, suspended after three years, and three years of probation. Carl Anderson subsequently repaid the investor her $25,000.

The Consent Order alleged that Respondents violated Section 36b-5(a) of the Connecticut Uniform Securities Act by engaging in prohibited activities in connection with their investment advisory activities. In addition, the Consent Order alleged that Respondents transacted business as an unregistered investment adviser and investment adviser agent, respectfully, while unregistered in violation of Section 36b-6(c)(1) of the Connecticut Uniform Securities Act.

The Respondents provided the Commissioner with a sworn affidavit attesting that they were unable to pay the $100,000 fine that would have otherwise been imposed against them. In light of that fact, imposition of the $100,000 fine was stayed for three year subject to respondents remaining unable to pay. Following expiration of the three year period, the fine would be waived if the agency determined that Respondents remained unable to pay.

The Consent Order barred Respondents for seven years from offering or selling securities in or for Connecticut, transacting business as a broker-dealer, agent, investment adviser or investment adviser agent in or from Connecticut and acting in any other capacity requiring a license or registration with the Commissioner. The Consent Order also directed the respondents to cease and desist from regulatory violations.

TD Ameritrade, Inc. (CRD No. 7870)

On November 12, 2025, the Banking Commissioner entered a Consent Order (No. CO-25-202523-S) with respect to TD Ameritrade, Inc., a previously registered broker-dealer located at 200 South 108th Avenue, Omaha, Nebraska 68154. The Consent Order followed a multistate investigation and settlement into the firm's charging of commissions in excess of 5% on certain small principal equity transactions from approximately June 30, 2018 to June 30, 2023.

The Consent Order alleged that the firm executed 797 equity transactions in Connecticut which included an unreasonable commission for services performed (i.e., in excess of 5% of the principal trade amount), totaling $10,880.42. The Connecticut Uniform Securities Act and its Regulations prohibit broker-dealers from charging unreasonable commissions for services performed.

The Consent Order also alleged that the firm violated Section 36b-31-6f(b) of the Regulations under the Connecticut Uniform Securities Act by failing to supervise transactions which applied the minimum equity commission.

The Consent Order censured the firm and directed that it pay $10,880.42 in restitution (plus interest) to affected Connecticut customers and report back to the Commissioner concerning its restitution payments. The Consent Order also fined the firm $15,000.

Ceros Financial Services, Inc. (CRD No. 307869)

On October 28, 2025, the Banking Commissioner entered a Consent Order (No. CO-25-2024-5-S) with respect to Ceros Financial Services, Inc., a Connecticut-registered broker-dealer located at 1445 Research Boulevard, Suite 530, Rockville, Maryland 20850 and 50 Washington Street, The Penthouse, South Norwalk, Connecticut 06854.

The Consent Order alleged that, by failing to disclose to its Connecticut customers that the transactional “Service fee” Ceros charged to them included a profit to Ceros and that the fee was not based on the costs of handling a particular transaction, the firm engaged in conduct proscribed by Financial Industry Regulatory Authority Conduct Rule 2210, and that the conduct was also a dishonest or unethical practice within the meaning of Section 36b-31-15a(b) of the Regulations under the Connecticut Uniform Securities Act.

The Consent Order also alleged that the firm engaged in dishonest or unethical practices within the meaning of Section 36b-3 l-l5a(b) of the Regulations by compensating an individual with a percentage of the commissions earned by Ceros’ registered broker-dealer agents for whom the individual worked.

In addition the Consent Order alleged that the firm violated Section 36b-3 l-6f(b) of the Regulations by failing to establish, enforce and maintain an adequate system for supervising the activities of its agents and Connecticut office operations.

The firm has since instituted measures to cure the problems cited in the Consent Order.

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

Edward D. Jones & Co., L.P. (CRD No. 250)

On October 8, 2025, the Banking Commissioner entered a Consent Order (No. CO-25-202525-S) with respect to Edward D. Jones & Co., L.P., a Connecticut registered broker-dealer located at 12555 Manchester Road, St. Louis, Missouri 63131-3710.

The Consent Order followed a multistate investigation spearheaded by the North American Securities Administrators Association, Inc. (“NASAA”) which uncovered evidence that the firm charged a minimum fixed commission of $50 on certain stock transactions. This commission rate superseded the 5% limit set out in Financial Industry Regulatory Authority (“FINRA”) rules. In addition, the investigation uncovered evidence that improved supervisory practices could have alleviated the problem.

The alleged misconduct occurred from May 1, 2020 to April 30, 2025. Transaction-wise, 5,278 equity transactions (totaling $72,702.37) were involved in Connecticut.

The Consent Order alleged that, by failing to adequately supervise small principal equity transactions where the minimum equity commission exceeded 5%, the firm violated Section 36b-31-6f(b) of the Regulations under the Connecticut Uniform Securities Act governing supervisory obligations.

The Consent Order fined the firm $100,000. In addition, the Consent Order required that $72,702.37 in restitution be paid to Connecticut investors within 180 days. The Consent Order also required that the firm provide the agency with documentation certifying that its compliance and operational systems had been revised to identify and review potentially excessive commissions.

Horang Securities LLC (CRD No. 6004)

On October 3, 2025, the Banking Commissioner entered a Consent Order (No. CO-24-20249-S) with respect to Horang Securities, LLC, a Connecticut-registered broker-dealer having its principal office at 27 W 72nd Street, New York, New York 10023. The Consent Order 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-24-20249-S). That action had alleged that the firm failed to maintain a broker-dealer agent registration in violation of Section 36b-31-6a(a) of the Regulations under the Connecticut Uniform Securities Act, and that the firm was not responsive to the Division’s requests that the problem be remedied.

The Consent Order fined the firm $2,500 and directed it to cease and desist from regulatory violations.

Stipulation and Agreements

Edge Partners Capital LLC (CRD No. 330669)

On December 29, 2025, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-25-202533-S) with Edge Partners Capital LLC of 55 Post Road W, Westport Connecticut 06880. The firm is an investment adviser that manages multiple affiliated private funds. The Stipulation and Agreement alleged that Edge Partners Capital LLC failed to fulfill the filing requirements governing federally exempt reporting advisers mandated by Connecticut law. The Stipulation and Agreement also alleged that the firm violated Sections 36b-16 and 36b-21(e) of the Connecticut Uniform Securities Act by failing to make a timely Rule 506 notice filing for seven funds whose securities were being offered.

The filing deficiencies were later cured.

The Stipulation and Agreement fined the firm $4,500 and required that it refrain from regulatory violations.

Ondo Capital Management LLC (CRD No. 325197) and Ondo I LP

On December 12, 2025, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-M2024-22-S) with investment adviser Ondo Capital Management LLC and its affiliate Ondo I LP. Both entities are located at 500 West Putnam Avenue, Suite 400, Greenwich Connecticut 06830. Ondo Capital Management LLC previously claimed that it was an exempt reporting adviser under federal law. Subsequently, the firm became registered as an investment adviser with the Securities and Exchange Commission.

The Stipulation and Agreement alleged that Ondo Capital Management LLC failed to properly advise the Commissioner of its status as a federal exempt reporting adviser between May 17, 2023 and March 29, 2024, and that it later failed to timely file the notice required of SEC-registered investment advisers. Such conduct allegedly violated Orders issued by the Commissioner in 2011 and 2017 as well as Section 36b-6(e) of the Connecticut Uniform Securities Act.

Ondo Fund I LP is a private investment fund advised by Ondo Capital Management LLC. Ondo Fund I LP allegedly sold interests solely to Qualified Purchasers in reliance on Rule 506(c) of Regulation D under the Securities Act of 1933. At least ten investors were involved. The Stipulation and Agreement alleged that Ondo Fund I LP was delinquent in making the state filing required for issuers relying on Rule 506 of Regulation D. Such conduct constituted a violation of Sections 36b-16 and 36b-21(e) of the Act. The deficiency has since been cured.

The Stipulation and Agreement required that both parties refrain from regulatory violations. In addition, the Stipulation and Agreement fined Ondo Capital Management LLC $1,000 and Ondo 1 LP $500.

Osaic Wealth, Inc. (CRD No. 23131)

On October 14, 2025, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-25-202531-S) with Osaic Wealth, Inc., a Connecticut registered broker-dealer having its main office at 18700 N. Hayden Road, Scottsdale, Arizona 85255. The firm has a Connecticut branch office at 1062 Barnes Road in Wallingford.

The Stipulation and Agreement alleged that the firm violated Section 36b-6(c)(3) of the Connecticut Uniform Securities Act by failing to register a broker-dealer agent as an investment adviser agent under the law.

The firm has since cured the registration deficiency.

In resolution of the matter, the firm agreed to refrain from violative conduct and to pay $8,000 to the agency. Of that amount, $7,500 constituted an administrative fine and $500 represented payment of past due investment adviser agent registration 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

1,892

Broker-dealer Agents Registered

212,726

213,160

219,748

218,311

Broker-dealer Branch Offices Registered

2,364

2,368

2,369

2,359

Investment Advisers Registered

418

419

416

398

SEC Registered Advisers Filing Notice

2,599

2,680

2,650

2,632

Investment Adviser Agents Registered

15,468

14,939

15,767

15,102

Exempt Reporting Advisers

230

231

235

234

Agents of Issuer Registered

0

0

0

0

Conditional Registrations

0

0

0

0

Securities and Business
Opportunity Filings

1st
Quarter

2nd
Quarter

3rd
Quarter

4th
Quarter

Year to Date

Offerings Reviewed

9

48

32

12

101

Investment Company Notice Filings

396

439

386

6,416

7,637

Exemptions and Exemptive Notices

1,274

1,354

1,462

1,600

5,690

Examinations

Broker-dealers

16

15

12

11

54

Investment Advisers

14

6

15

14

49

Securities Investigations

Opened

17

10

16

19

62

Closed

9

0

19

22

50

Ongoing as of End of Quarter

109

104

102

95

Subpoenas issued

2

12

9

17

40

Matters referred from Attorney General

0

0

0

0

0

Matters referred from Other Agencies

2

3

1

2

8

Business Opportunity Investigations

Investigations Opened

2

1

0

1

4

Investigations Closed

1

1

0

0

2

Ongoing as of End of Quarter

1

1

1

2

Enforcement: Remedies and Sanctions

Notices of Intent to Deny (Licensing)

0

0

0

0

0

Notices of Intent to Suspend (Licensing)

0

0

0

0

0

Notices of Intent to Revoke (Licensing)

0

2

0

0

2

Denial Orders (Licensing)

0

0

0

0

0

Suspension Orders (Licensing)

0

0

0

0

0

Revocation Orders (Licensing)

0

1

2

0

3

Notices of Intent to Fine

1

0

1

1

3

Orders Imposing Fine

0

0

0

0

0

Cease and Desist Orders

2

0

1

1

4

Notices of Intent to Issue Stop Order

1

0

0

0

1

Activity Restrictions/Bars

0

2

0

1

3

Stop Orders

0

1

0

0

1

Vacating/Withdrawal/ Modification Orders

0

0

0

0

0

Restitutionary Orders and Disgorgement Orders

1

1

1

4

7

Injunctive Relief Obtained

0

0

0

0

0

Proceedings and Settlements

1st
Quarter

2nd
Quarter

3rd
Quarter

4th
Quarter

Year to Date

Administrative Actions

2

4

3

1

10

Consent Orders

3

4

3

7

17

Stipulation and Agreements

2

3

1

3

9

Monetary Relief*

1st
Quarter

2nd
Quarter

3rd
Quarter

4th
Quarter

Year to Date

Monetary Sanctions Imposed

$115,450

$220,500

$28,025

$174,000

$537,975

Portion attributable to settlements

$115,450

$220,500

$28,025

$174,000

$537,975

Attributable to Court-Ordered Penalties

0

0

0

0

0

Financial Literacy Contribution

0

0

0

0

0

Restitution or Other Monetary Relief ( includes rescission offer amounts )

$262,838

$164,000

0

$193,709

$620,547

Independent SEC Fair Fund Remediation Remittance

$92,910,000

0

0

0

$
92,910,000

Independent SEC Fair Fund Penalty Remittance

$13,500,000

0

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

0

2

Civil (Attorney General)

0

0

0

0

0

Other Agency Referrals

0

0

0

0

0