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Securities Administrative Orders Issued

The following orders were issued by the Division pursuant to Wis. Stat. §551.605 with respect to various securities filing requirements under the Wisconsin Uniform Securities Law and may modify or supplement the requirements of Chapter 551. For orders relating to enforcement matters, see below.

Crowdfunding Orders

Adobe PDF Document Order Permitting Certain Advertising under Wis. Stat. §551.202(27)

Adobe PDF Document Order Regarding Periodic Reporting

Adobe PDF Document Order Regarding Commissions

Exemption Orders

Adobe PDF Document Order Designating Nationally Recognized Securities Manual

Adobe PDF Document Private Fund Adviser Exemption Order

Reg A Orders

Adobe PDF Document Order Regarding Regulation A Tier 2 Notice Filing

Reg D Orders

Adobe PDF Document Reg D Delinquent Filing Order

Enforcement Orders

The following orders were issued by the Division to enforce various provisions of the Wisconsin Uniform Securities Law as found in Chapter 551. Signed copies of Petitions for Order and Orders associated with the following persons or entities are available in the PDF format.

See Links to Archives below

Christopher R. Esposito – DFI Case No. S-238791 (EX) – a Summary Order to Cease and Desist and Imposing Civil Penalties was issued against Christopher R. Esposito for the following violations:

  • Esposito violated Wis. Stat. § 551.301 when he sold securities in Wisconsin without those securities being registered under Ch. 551, exempt from registration under Ch. 551, or federally covered securities.
  • Esposito violated Wis. Stat. § 551.501(2) when he sold shares of common stock issued by Code2Action and Mobicard to Wisconsin investors while omitting the fact that he was the subject of the SEC’s May 26, 2016 complaint and charges including violations of the anti-fraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act of 1933, and the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act.

Order issued November 14, 2018.

 

James D. French and First Payzone Exploration, LLC – DFI Case No. S-221407 (EX) – a Summary Order to Cease and Desist was issued against James D. French and First Payzone Exploration, LLC for the following violations:

  • French and First Payzone violated Wis. Stat. § 551.501(2) when he sold fractionalized undivided working interest in oil and gas ventures through First Payzone Explorations to a Wisconsin investor while omitting the fact that French was the subject of the Pennsylvania Cease and Desist Order, two counts of theft, a federal tax lien in the amount of $655,827.59, and named as a defendant in a civil action filed by other First Payzone investors.

Order issued November 13, 2018.

 

Michael J. Heisman and Capri Hospitality, Inc. dba FlyCapri and Capri – DFI Case No. S-238579 (EX) – a Consent Order to Cease and Desist and for Civil Penalties was issued against Michael J. Heisman and Capri Hospitality, Inc. dba FlyCapri and Capri for the following violations:

  • Capri and Heisman mismanaged an escrow account and made untrue statements in the Offering Memoranda and to the Division in violation of Wis. Stat. § 551.501(2).

Order issued November 6, 2018.

 

TheScrubbieglove, LLC, Angela Nicole Monaco, and Steven Dykes – DFI Case No. S-237900 (EX) – a Summary Order to Cease and Desist was issued against TheScrubbieglove, LLC, Angela Nicole Monaco, and Steven Dykes for the following violations:

  • By offering an investment contract to a Wisconsin resident in the form of a promissory note, the Respondents violated Wis. Stat. § 551.301 by offering to sell a security in this state that is not registered in this state and is not an exempt or covered security.
  • Respondents violated Wis. Stat. § 551.501(2) by, in connection with the offer of a security, making untrue statements of material fact and omitting to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Order issued October 31, 2018.

 

Eric N. Page, Rachel Connet, and BCP MDG, LLC – DFI Case No. S-238197 (EX) – a Summary Order to Cease and Desist and Proposed Orders for Restitution, Civil Penalties and Costs was issued against Eric N. Page, Rachel Connet, and BCP MDG, LLC for the following violations:

  • All Respondents violated Wis. Stat. § 551.501(2), in connection with the offer and sale of securities, by omitting to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading to the Wisconsin investors.
  • Eric N. Page violated Wis. Stat. § 551.301 by offering and selling unregistered securities to persons in Wisconsin.
  • Eric N. Page willfully violated Wis. Stat. § 551.508 by offering and selling unregistered securities to persons in Wisconsin and by omitting to state material facts in connection with such offer and sale, in violation of the Division’s 2009 Order issued against Eric N. Page.

Order issued October 16, 2018.

 

Lake Resources Group, Inc. – DFI Case No. S-221606 (EX) – a Consent Order was issued against Lake Resources Group, Inc. for the following violations:

  • Lake Resources Group, Inc. violated Wis. Stat. § 551.501(2) by omitting to state facts which were material and necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading to investors – the omitted facts that (1) a board member listed as a member of management in the offering documents had been previously terminated; and (2) their line of credit had been frozen by their banking institution.

Order issued October 5, 2018.

 

Mary E. Owen and Legacy Prosperity Partners, LLC – DFI Case No. S-236002 (EX) – Summary Order Suspending Investment Adviser and Investment Adviser Representative Registrations was issued against Mary E. Owen and Legacy Prosperity Partners, LLC for the following violations:

  • Owen and LPP violated the conditions of their registration and Wis. Stat. § 551.412(r) when they failed to notify the Division of the complaint within two (2) business days of receipt of the complaint letter.
  • Owen and LPP violated the conditions of their registration and Wis. Stat. § 551.412(r) when they failed to notify the Division of the civil suit filed against them within two (2) business days of receipt of the summons and complaint.

Order issued September 21, 2018.

 

Jes Tarp – DFI Case No. S-233350 (EX) – Consent Order was issued Jes Tarp for the following violations:

  • Tarp violated Wis. Stat. § 551.21 (2005-06) and Wis. Stat. § § 551.301 (2007-08) when he sold promissory notes in Wisconsin which were not federally covered securities, or registered or exempted from registration as securities under Ch. 551.

Order issued September 18, 2018.

 

Saint Paul Stamps, Inc. and Terri L. Brittain aka Terri L. Monteith – DFI Case No. S-236713 (EX) – Summary Order to Cease and Desist was issued against Saint Paul Stamps, Inc. and Terri L. Brittain aka Terri L. Monteith for the following violations:

  • Brittain and Saint Paul Stamps, Inc. violated Wis. Stat. § 551.401(1) by transacting business as an unregistered broker-dealer in Wisconsin.
  • Brittain and Saint Paul Stamps, Inc. violated Wis. Stat. § 551.301 by offering and selling unregistered securities in this state to a Wisconsin investor.
  • Brittain and Saint Paul Stamps, Inc. violated Wis. Stat. § 551.501(3) by conducting their business, in connection with the offer and sale of securities, so as to operate a fraud and deceit upon a Wisconsin investor.

Order issued September 6, 2018.

 

Nazfish Capital Partners, LLC and Everton Matambanadzo – DFI Case No. S-236512 (EX) – Summary Order to Cease and Desist was issued against Nazfish Capital Partners, LLC and Everton Matambanadzo for the following violations:

  • By conducting trades on behalf of Wisconsin investors in their Fidelity accounts, Nazfish Capital Partners, LLC and Matambanadzo violated Wis. Stat. § 551.401 by transacting business as an unregistered broker-dealer in Wisconsin.
  • By conducting trades on behalf of Wisconsin investors in their Fidelity accounts, Matambanadzo violated Wis. Stat. § 551.402 by transacting business as an unregistered agent for Nazfish Capital Partners, LLC in Wisconsin.
  • By recommending investments to Wisconsin investors with respect to their Fidelity accounts, Nazfish Capital Partners, LLC and Matambanadzo violated Wis. Stat. § 551.403 by transacting business as an unregistered investment adviser in Wisconsin.
  • By recommending investments to Wisconsin investors with respect to their Fidelity accounts, Matambanadzo violated Wis. Stat. § 551.404 by transacting business as an unregistered investment adviser representative for Nazfish Capital Partners, LLC in Wisconsin.

Order issued August 27, 2018.

 

Joseph N. Wheeler, Sr. and Indoor War, LLC – DFI Case No. S-236432 (EX) – Summary Order to Cease and Desist was issued against Joseph N. Wheeler, Sr. and Indoor War, LLC for the following violations:

  • Indoor War, LLC and Wheeler violated Wis. Stat. § 553.21 when they sold a franchise in Wisconsin without being registered with the Division.
  • Indoor War, LLC and Wheeler violated Wis. Stat. § 553.27(4) when they sold a franchise in Wisconsin without providing a copy of the offering circular for Indoor Wars to the Wisconsin resident at least 14 days prior to the execution of the franchise agreement.

Order issued August 27, 2018.

 

Riverrun Partners Limited d/b/a Dalton Finance, Eduardo C. Rodriguez, Dean Rossini, Greymountain Management, Ltd. a/k/a Grey Mountain Management, and David Cartu – DFI File No. S-236402 (EX) – Summary Order to Cease and Desist was issued against Riverrun Partners Limited d/b/a Dalton Finance, Eduardo C. Rodriguez, Dean Rossini, Greymountain Management, Ltd. a/k/a Grey Mountain Management, and David Cartu Anderson for the following violations:

  • Dalton Finance violated Wis. Stat. § 551.401(1) by transacting business as a broker-dealer in Wisconsin without being registered under Ch. 551 or exempted from registration under Wis. Stat. § 551.401(2).
  • Dean Rossini violated Wis. Stat. § 551.401(1) by transacting business as an agent of a broker-dealer in Wisconsin without being registered under Ch. 551 or exempted from registration under Wis. Stat. § 551.402(2).
  • Dalton Finance and Dean Rossini violated Wis. Stat. § 551.301 by offering and selling unregistered securities in this state to a Wisconsin investor.
  • Dalton Finance and Eduardo C. Rodriguez violated Wis. Stat. § 551.402(4) by employing or associating with an agent who transacts business in this state without being registered under Ch. 551 or exempted from registration under Wis. Stat. § 551.402(2).
  • All Respondents violated Wis. Stat. § 551.501(3) by conducting their businesses, in connection with the offer and sale of securities, so as to operate a fraud and deceit upon a Wisconsin investor.
  • Greymountain and David Cartu materially aided and abetted the violations of Wis. Stat. §§ 551.301, 551.401, 551.402, and 551.501(3) by Dalton Finance, Eduardo C. Rodriguez, and Dean Rossini.

Order issued August 17, 2018.

 

Derek M. Anderson – DFI File No. S-236002 (EX) – Order to Cease and Desist Including Disgorgement and Civil Penalties was issued against Derek M. Anderson for the following violations:

  • Derek M. Anderson violated the final order issued under Ch. 551 on September 27, 2016.
  • Derek M. Anderson violated Wis. Stat. § 551.501(2) when, in connection with the offer and sale of securities, he made untrue statements of material fact and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Order issued August, 14 2018.

 

James B. Chase - DFI File No. S-236087 (EX) - Waiver and Consent to Order was issued against James B. Chase for the following violations:

  • James B. Chase, in connection with the offer or sale of a security, violated Wis. Stat. § 551.501(2) when he omitted to state material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading.

Order issued August, 7 2018.

 

Success Business Solutions, Inc. & Steven D. Manske - DFI File No. S-238689 (EX) – Consent Order to Cease and Desist was issued against Success Business Solutions, Inc. and Steven D. Manske for the following violations:

  • Success Business Solutions, Inc. and Steven D. Manske violated Wis. Stat. § 551.21 and prior consent orders by offering and selling a franchise in 2016 without being registered.

Orders issued July 30, 2018.

 

James Benjamin Hobbins & Lake Resources Group Inc. - DFI File No. S-221606 (EX) – Summary Order to Cease and Desist Including Civil Penalties was issued against James Benjamin Hobbins and Lake Resources Group Inc. for the following violations:
* In connection with the offer, sale, or purchase of a security, they omitted material facts necessary to make the statements not misleading to investors:

  • They terminated a key employee listed in their offering documents.
  • They received non-final rejection notices from the US Patent and Trademark Office regarding their fishing lure platform patents.
  • Their line of credit was frozen by their banking institution.

Orders issued June 21, 2018.

 

MFB Investments, LLC, Malorie F. Berceau, Travis J. Ebert and Martin P. Berceau - DFI File No. 235728 (EX) – On October 27, 2017, the administrator issued summary orders to cease and desist including restitution and civil penalties against MFB Investments, LLC, Malorie F. Berceau, Travis J. Ebert, and Martin P. Berceau (together "the Respondents"). On November 27, 2017, the Respondents timely petitioned for a hearing. On April 6, 2018, the Division and the Respondents entered into the following consent orders:

 

James A. Valentine - DFI File No. S-238222 (EX) – Summary Order to Cease and Desist was issued against James A. Valentine for the following violations:

  • James A. Valentine violated Wis. Stat. § 551.301 by offering unregistered securities to a Wisconsin resident.
  • James A. Valentine violated Wis. Stat. § 551.501(2) by, in connection with the offer and sale of securities, directly or indirectly, making untrue statements of material fact and omitting to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
  • James A. Valentine violated Wis. Stat. § 551.501(3) by conducting his businesses, in connection with the offer and sale of securities, so as to operate a fraud and deceit upon a Wisconsin resident.

Order issued on March 22, 2018.

 

Becker, Jackson & Reed, LLC, Alpine Family Entertainment Parks 1, LLC (a/k/a Alpine Parks), Alpine Entertainment, Inc., Judith Jackson, Eugene Hagen, and Johnathan Plimpton - DFI File No. S-236575 (EX) – Summary Order to Cease and Desist and for Revocation and Notice of Order for Restitution and Civil Penalties were issued against Becker, Jackson & Reed, LLC, Alpine Family Entertainment Parks 1, LLC (a/k/a Alpine Parks), Alpine Entertainment, Inc., Judith Jackson, Eugene Hagen, and Johnathan Plimpton for the following violations:

  • Becker, Jackson & Reed violated Wis. Stat. § 551.401(1) by transacting business as a broker-dealer in Wisconsin without being registered as a broker-dealer under Ch. 551 or exempted from registration as a broker-dealer under Wis. Stat. § 551.401(2).
  • Eugene Hagen and Johnathan Plimpton violated Wis. Stat. § 551.402(1) by transacting business as agents of a broker-dealer in Wisconsin without being registered as agents under Ch. 551 or exempted from registration as agents under Wis. Stat. § 551.402(2).
  • All Respondents violated Wis. Stat. § 551.301 by offering and selling unregistered securities in this state to a Wisconsin investor.
  • All Respondents violated Wis. Stat. § 551.501(2) by, in connection with the offer and sale of securities, directly or indirectly, making untrue statements of material fact and omitting to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, including by making untrue statements about how investor funds would be used and the existence of a fictitious entertainment park project.
  • All Respondents violated Wis. Stat. § 551.501(3) by conducting their businesses, in connection with the offer and sale of securities, so as to operate a fraud and deceit upon a Wisconsin investor.

Orders issued on February 27, 2018.

 

Robert Herkowski - Case No. S-237857 (EX) – A Consent Order to Cease and Desist was issued against Robert Herkowski for the following violations:

  • Herkowski violated Wis. Stat. § 551.404(1) by transacting business as an investment adviser representative in Wisconsin without being registered under Ch. 551 or exempted from registration under Wis. Stat. 551.404(2).
  • Herkowski violated Wis. Stat. § 551.501(2) when, in connection with the offer, sale, or purchase of securities, he made untrue statements of material fact and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
  • Herkowski violated Wis. Stat. § 551.501(3) when, in connection with the offer, sale, or purchase of securities, he engaged in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
  • Herkowski violated Wis. Stat. § 551.502(1)(a) when in the course of advising others for compensation, either directly or indirectly, as to the value of securities or the advisability of investing in, purchasing, or selling securities, he employed a device, scheme, or artifice to defraud another person.
  • Herkowski violated Wis. Stat. § 551.502(1)(b) when in the course of advising others for compensation, either directly or indirectly, as to the value of securities or the advisability of investing in, purchasing, or selling securities, he engaged in an act, practice, or course of business that operated or would operate as a fraud or deceit upon another person.

Order issued on February 1, 2018.

 

Magnum Options a/k/a Hampshire Capital Ventures, Ltd., Dennis Collins, and Manford Martin Mponda - Case No. S-233996 (EX) – Summary Cease and Desist Orders were issued against Magnum Options a/k/a Hampshire Capital Ventures, Ltd., Dennis Collins, and Manford Martin Mponda for the following violations:

  • Magnum Options violated Wis. Stat. § 551.401(1) by transacting business as a broker-dealer in Wisconsin without being registered under Ch. 551 or exempted from registration under Wis. Stat. § 551.401(2).
  • Dennis Collins violated Wis. Stat. § 551.402(1) by transacting business as an agent of a broker-dealer in Wisconsin without being registered under Ch. 551 or exempted from registration under Wis. Stat. § 551.402(2).
  • Magnum Options and Manford Martin Mponda violated Wis. Stat. § 551.402(4) by employing or associating with an agent who transacts business in this state without being registered under Ch. 551 or exempted from registration under Wis. Stat. § 551.402(2).
  • Magnum Options and Dennis Collins violated Wis. Stat. § 551.301 by offering and selling unregistered securities in this state to a Wisconsin investor.
  • All Respondents violated Wis. Stat. § 551.501(3) by conducting their businesses, in connection with the offer and sale of securities, so as to operate a fraud and deceit upon a Wisconsin investor.

Orders issued on January 11, 2018.

 

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