FINRA

WITHOUT ADMITTING OR DENYING THE FINDINGS, ROONEY CONSENTED TO THE SANCTION AND TO THE ENTRY OF FINDINGS THAT HE FAILED TO PROVIDE FINRA WITH REQUESTED DOCUMENTS AND INFORMATION IN CONNECTION WITH A CAUSE EXAMINATION THAT AROSE OUT OF A CUSTOMER COMPLAINT REGARDING THE SUITABILITY OF A LIFE SETTLEMENT INVESTMENT.

Acceptance, Waiver & Consent(AWC)

Bar (Permanent)

All Capacities

Indefinite

7/24/2015

FINRA

FINRA RULE 2010; NASD RULES 2110, 3010 AND 3040(C)(2): ROONEY, THE PRESIDENT OF A MEMBER FIRM AND ANOTHER INDIVIDUAL WHO WAS ITS CHIEF COMPLIANCE OFFICER, FAILED TO REASONABLY SUPERVISE THE PRIVATE SECURITIES TRANSACTIONS OF ONE OF THE FIRM'S REGISTERED REPRESENTATIVES. SPECIFICALLY, THE FIRM REFUSED TO SUPERVISE THE INDIVIDUAL'S REGISTERED INVESTMENT ADVISOR (RIA) OR ANY OF THE HEDGE FUNDS THAT THE INDIVIDUAL MANAGED, AND FAILED TO RECORD THE INDIVIDUAL'S PRIVATE SECURITIES TRANSACTIONS ON THE FIRM'S OWN BOOKS AND RECORDS. THE FIRM RECEIVED NOTICE FROM THE SECURITIES AND EXCHANGE COMMISSION AND FROM FINRA THAT IT WAS REQUIRED TO RECORD THE INDIVIDUAL'S OUTSIDE SECURITIES TRANSACTIONS ON ITS OWN BOOKS AND RECORDS AND TO SUPERVISE THE INDIVIDUAL'S PARTICIPATION IN THESE TRANSACTIONS. NOTWITHSTANDING THESE NOTICES, THE FIRM, ACTING AT THE BEHEST OF ROONEY AND ITS CHIEF COMPLIANCE OFFICER, DECLINED TO CHANGE ITS BUSINESS PRACTICES WITH RESPECT TO THE INDIVIDUAL'S RIA AND HEDGE FUND BUSINESS. THE FIRM THUS CONTINUED TO ENGAGE IN THESE ACTIVITIES WITHOUT SUPERVISION UNTIL THE INDIVIDUAL VOLUNTARILY TERMINATED HIS ASSOCIATION WITH THE FIRM. THE FIRM, ACTING THROUGH ROONEY AND ITS CHIEF COMPLIANCE OFFICER, FAILED TO ESTABLISH, MAINTAIN, AND ENFORCE AN ADEQUATE SUPERVISORY SYSTEM AND WRITTEN SUPERVISORY PROCEDURES (WSPS) REGARDING THEIR REGISTERED REPRESENTATIVES' PARTICIPATION IN PRIVATE SECURITIES TRANSACTIONS.

Decision

Bar (Permanent)

All principal or supervisory capacities

Indefinite

1/6/2017

Civil and Administrative Penalty(ies)/Fine(s)

$50,000.00

Monetary Penalty other than Fines

$6,596.22

Suspension

any capacity

Six months

3/6/2017

9/6/2017

EXTENDED HEARING PANEL DECISION RENDERED MARCH 9, 2015 WHEREIN ROONEY IS FINED $50,000, BARRED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ALL PRINCIPAL CAPACITIES AND SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ALL CAPACITIES FOR SIX MONTHS. ROONEY IS ALSO ORDERED TO PAY COSTS, JOINTLY AND SEVERALLY, IN THE AMOUNT OF $6,596.22. THE SANCTIONS WERE BASED ON FINDINGS THAT THE FIRM, THROUGH ROONEY AND ANOTHER INDIVIDUAL, FAILED TO SUPERVISE A REGISTERED REPRESENTATIVE'S PRIVATE SECURITIES TRANSACTIONS THROUGH HIS RIA OR ANY OF THE HEDGE FUNDS HE MANAGED, AS IF THEY WERE EXECUTED THROUGH THE FIRM, AND FAILED TO RECORD THE TRANSACTIONS ON ITS BOOKS AND RECORDS. BEFORE APPROVING THE REGISTERED REPRESENTATIVE'S CONTINUED ASSOCIATION WITH THE RIA, THE FIRM, ROONEY AND INDIVIDUAL CONDUCTED NO INDEPENDENT DUE DILIGENCE REGARDING THAT ENTITY. AFTER APPROVING THE REGISTERED REPRESENTATIVE'S OUTSIDE BUSINESS ACTIVITIES REQUESTS FOR THE RIA AND HEDGE FUNDS, THE FIRM, ROONEY AND INDIVIDUAL TOOK NO ACTION TO ENSURE THAT THE REGISTERED REPRESENTATIVE'S ACTIVITIES COMPLIED WITH THE FEDERAL SECURITIES LAWS AND/OR APPLICABLE FINRA RULES. ROONEY MADE CERTAIN KEY DECISIONS REGARDING HOW THE REGISTERED REPRESENTATIVE'S OUTSIDE ACTIVITIES WOULD BE TREATED. THE FIRM, ROONEY AND INDIVIDUAL DID NOT REVIEW ANY CUSTOMER SUITABILITY INFORMATION, OBTAIN DUPLICATE ACCOUNT STATEMENTS AND CONFIRMATIONS, REVIEW INVESTMENT ADVISORY AGREEMENTS, SUBSCRIPTION AGREEMENTS, ACCREDITED INVESTOR CERTIFICATIONS OR CORRESPONDENCE, OR REVIEW THE RIA'S ADVERTISING AND SALES LITERATURE. THE FIRM, ROONEY AND INDIVIDUAL ALSO FAILED TO CONDUCT ANY DUE DILIGENCE REGARDING THE HEDGE FUNDS. THE FIRM, ROONEY AND INDIVIDUAL DID NOT CONDUCT AN INDEPENDENT INVESTIGATION INTO THE TYPES OF COMPENSATION THAT THE REGISTERED REPRESENTATIVE RECEIVED FROM THIS BUSINESS, DID NOT DETERMINE WHETHER THE REGISTERED REPRESENTATIVE WAS RECEIVING AN INCENTIVE FEE COMPRISED OF RIGHTS TO PARTICIPATE IN PROFITS EXCEPT TO THE EXTENT THAT ANY INFORMATION WAS PROVIDED ON THE "OUTSIDE ACTIVITY APPROVAL" FORM, AND DID NOT REQUEST OR REVIEW ANY OF THE OFFERING DOCUMENTS IN CONNECTION WITH THESE FUNDS, INCLUDING THE CONFIDENTIAL OFFERING MEMORANDA OR THE SUBSCRIPTION AGREEMENTS. THE REGISTERED REPRESENTATIVE'S RIA AND HEDGE FUNDS WERE TREATED AS OUTSIDE BUSINESS ACTIVITIES RATHER THAN PRIVATE SECURITIES TRANSACTIONS. THE FINDINGS ALSO STATED THAT THE FIRM, THROUGH ROONEY AND THE OTHER INDIVIDUAL, FAILED TO ESTABLISH, MAINTAIN AND ENFORCE WRITTEN SUPERVISORY SYSTEMS AND PROCEDURES, WHICH WERE ALSO DEFICIENT. THE FIRM, THROUGH ROONEY AND THE INDIVIDUAL, FAILED TO CONDUCT A REASONABLE INQUIRY INTO THE REGISTERED REPRESENTATIVE'S RIA AND HEDGE FUND BUSINESSES AND MAKE A DETERMINATION, DOCUMENTED IN WRITING, AS TO WHETHER SUCH BUSINESSES CONSTITUTED "OUTSIDE BUSINESS ACTIVITY OR OUTSIDE SECURITIES ACTIVITY." THE FIRM, THROUGH ROONEY AND THE INDIVIDUAL, ALSO FAILED TO ENFORCE THE FIRM'S PROCEDURES BY FAILING TO "ENSURE THAT ALL THE REQUIREMENTS OF NASD RULE 3040 ARE MET" AND TO REQUEST COPIES OF DUPLICATE STATEMENTS FROM THE EXECUTING BROKER-DEALER WITH RESPECT TO THE REGISTERED REPRESENTATIVE'S RIA AND HEDGE FUND ACTIVITIES. ON APRIL 2, 2015, THIS MATTER WAS APPEALED TO THE NAC. NAC decision rendered January 6, 2017. The NAC affirmed the findings and modified the sanctions imposed against Rooney to include a bar in any supervisory capacity. The bar became effective on January 6, 2017, the date the NAC Decision was issued. The decision became final on February 8, 2017.

THE REP THAT OWNED THE RIA WAS DISCLOSED. OUR COUNSEL ADVISED ME THAT NO SUPERVISION WAS REQUIRED SINCE THERE WAS NO TRANSACTIONAL COMPENSATION. THE RIA IS REGULATED BY THE SEC AND TSSB. I HAVE NO EXPERTISE TO SUPERVISE A HEDGE FUND JUST AS I CAN NOT SUPERVISE A CPA OR REAL ESTATE BROKER.

FINRA

NASD RULES 2110, 2210(D)(1)(A), 2210(D)(1)(B), 2310, 3010, 3040 - JAMES ROONEY, AS HIS MEMBER FIRM'S CHIEF COMPLIANCE OFFICER, BRANCH OFFICE MANAGER AND SUPERVISOR OF A REGISTERED REPRESENTATIVE, FAILED TO VERIFY THAT A PURPORTED CHARITABLE ORGANIZATION WAS RECOGNIZED BY THE INTERNAL REVENUE SERVICE (IRS) AS A CHARITABLE NON-PROFIT ORGANIZATION, AND ALLOWED A REGISTERED REPRESENTATIVE TO ENGAGE IN SALES OF THE ORGANIZATION'S INSTALLMENT PLAN CONTRACTS. HAD ROONEY DONE SO, HE WOULD HAVE LEARNED THAT THE APPLICATION FOR STATUS AS A TAX EXEMPT ORGANIZATION HAD NOT BEEN GRANTED AND WAS PENDING. ROONEY FAILED TO INQUIRE CONCERNING THE AVAILABILITY OF A TAX DEDUCTION TO INVESTORS. HAD HE DONE SO, HE WOULD HAVE LEARNED THAT INDIVIDUALS WHO INVEST IN PRODUCTS ISSUED BY PURPORTED CHARITABLE ORGANIZATIONS WHOSE APPLICATION FOR TAX EXEMPT STATUS IS PENDING ARE NOT GUARANTEED RECEIPT OF A TAX BENEFIT UNTIL THE IRS ULTIMATELY APPROVES THE ORGANIZATION'S 502(C)(3) APPLICATION. ROONEY FAILED TO CONDUCT ANY INQUIRY REGARDING THE MANNER AND/OR MECHANISM BY WHICH THE ORGANIZATION COULD GUARANTEE RETURN TO ITS INVESTORS, INCLUDING THE MANNER IN WHICH THE FUNDS OF THE CUSTOMERS WOULD BE SEGREGATED AND INVESTED AND THE IDENTITY OF THE PERSON(S) OR ENTITIES RESPONSIBLE FOR THE MANAGEMENT OF SUCH FUNDS. ROONEY FAILED TO CONDUCT ADEQUATE RESEARCH CONCERNING THE ORGANIZATION AND ITS PRINCIPALS. HAD HE DONE SO, HE WOULD HAVE LEARNED ABOUT A STATE OF WASHINGTON CEASE AND DESIST ORDER AGAINST THE ORGANIZATION AND TWO OF ITS OFFICERS DIRECTING THEM TO CEASE TRANSACTING UNAUTHORIZED INSURANCE BUSINESS AND TO CEASE ADVERTISING PURPORTEDLY CHARITABLE CONTRACTS AND ANNUITIES, AMONG OTHER THINGS. ROONEY FAILED TO ENSURE THAT THE REGISTERED REPRESENTATIVE PROVIDED WRITTEN NOTICE TO THE FIRM OF HIS PARTICIPATION IN THE SALE OF INSTALLMENT PLAN CONTRACTS AND APPROVE OR DISAPPROVE IN WRITING, THE INDIVIDUAL'S PARTICIPATION. ROONEY FAILED TO REVIEW THE ORGANIZATION'S BROCHURE AND FLYER FOR COMPLIANCE WITH NASD ADVERTISING RULES AND FAILED TO APPROVE AND/OR DISAPPROVE USE OF THE MATERIALS. ROONEY PARTICIPATED IN THE SOLICITATION AND SALE OF THE INSTALLMENT PLAN CONTRACT TO AN ELDERLY INVESTOR, WITHOUT PROVIDING PRIOR WRITTEN NOTICE TO HIS MEMBER FIRM. HAD ROONEY CONDUCTED ADEQUATE DUE DILIGENCE, HE WOULD HAVE REALIZED THAT THE INSTALLMENT PLAN CONTRACT WAS NOT SUITABLE FOR THE CUSTOMER AND THEREFORE, HE LACKED AN ADEQUATE AND REASONABLE BASIS FOR HIS RECOMMENDATION. ROONEY MADE MATERIAL MISREPRESENTATIONS TO THE CUSTOMER REGARDING THE ORGANIZATION'S TAX EXEMPT STATUS, AND THE CUSTOMER'S ENTITLEMENT TO RECEIVE A TAX DEDUCTION/BENEFIT. IN SOLICITING THE CUSTOMER'S INVESTMENT, ROONEY PRESENTED THE CUSTOMER WITH AN EXPLANATORY STATEMENT AND A 1099 STATEMENT (SALES LITERATURE) WHICH WERE MISLEADING, OVERSIMPLIFIED AND INCOMPLETE.

Decision

Civil and Administrative Penalty(ies)/Fine(s)

$72,500.00

Requalification

Suspension

ALL CAPACITIES

23 MONTHS

10/5/2015

9/4/2017

ALL PRINCIPAL CAPACITIES

18 MONTHS

10/5/2015

4/4/2017

HEARING PANEL DECISION RENDERED AUGUST 11, 2014 WHEREIN ROONEY WAS FINED $75,000, SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY FOR TWO YEARS AND SUSPENDED IN ALL SUPERVISORY CAPACITIES FOR 18 MONTHS. THE SUSPENSIONS WILL RUN CONCURRENTLY. ROONEY IS REQUIRED TO REQUALIFY AS A GENERAL SECURITIES REPRESENTATIVE AND AS A GENERAL SECURITIES PRINCIPAL BEFORE ACTING IN ANY CAPACITY REQUIRING EITHER OF THOSE QUALIFICATIONS. THE SANCTIONS WERE BASED ON FINDINGS THAT ROONEY ENGAGED IN PRIVATE SECURITIES TRANSACTIONS WITHOUT NOTIFYING HIS FIRM. THE FINDINGS STATED THAT ROONEY PARTICIPATED IN THE SOLICITATION AND SALE OF AN INSTALLMENT PLAN CONTRACT TO HIS CUSTOMER WITHOUT PROVIDING PRIOR WRITTEN NOTICE TO HIS MEMBER FIRM. THE FINDINGS ALSO STATE THAT ROONEY RECOMMENDED THE INSTALLMENT PLAN CONTRACT TO HIS CUSTOMER WITHOUT A REASONABLE BASIS FOR BELIEVING IT TO BE A SUITABLE INVESTMENT. ROONEY FAILED TO CONDUCT A REASONABLE INVESTIGATION INTO THE ORGANIZATION OFFERING THE INSTALLMENT PLAN CONTRACTS AND THE CONTRACTS THEMSELVES. THE FINDINGS ALSO INCLUDED THAT ROONEY MISREPRESENTED TO HIS CUSTOMER THAT THE COMPANY OFFERING THE INSTALLMENT PLAN CONTRACT WAS A TAX-EXEMPT CHARITABLE ORGANIZATION WHEN SOLICITING THE SALE OF THE INSTALLMENT PLAN CONTRACT. FINRA FOUND THAT ROONEY PRESENTED MISLEADING SALES MATERIALS TO HIS CUSTOMER WHEN SOLICITING THE CUSTOMER TO PURCHASE THE INSTALLMENT PLAN CONTRACT BY DISTRIBUTING MATERIAL THAT PROVIDED OVERSIMPLIFIED, INCOMPLETE, AND MISLEADING INFORMATION. FINRA ALSO FOUND THAT ROONEY FAILED TO SUPERVISE THE SALES OF INSTALLMENT PLAN CONTRACTS BY A REPRESENTATIVE WHO WAS A REGISTERED REPRESENTATIVE AT THE FIRM. THIS MATTER HAS BEEN APPEALED TO THE NAC AND THE SANCTION IS NOT IN EFFECT PENDING REVIEW. NAC DECISION RENDERED JULY 23, 2015. THE SANCTIONS WERE BASED ON FINDINGS THAT ROONEY ENGAGED IN PRIVATE SECURITIES TRANSACTIONS BY PARTICIPATING IN TRANSACTIONS INVOLVING INSTALLMENT PLAN CONTRACTS WITHOUT PROVIDING PRIOR WRITTEN NOTICE TO HIS FIRM. THE FINDINGS STATED THAT ROONEY ALSO RECOMMENDED THE INSTALLMENT PLAN CONTRACT TO HIS CUSTOMER WITHOUT A REASONABLE BASIS FOR BELIEVING IT TO BE A SUITABLE INVESTMENT AND FAILED TO CONDUCT A REASONABLE INVESTIGATION INTO THE ORGANIZATION OFFERING THE INSTALLMENT PLAN CONTRACTS AND THE CONTRACTS THEMSELVES. ROONEY SOLD THE PRODUCT WITHOUT CONDUCTING DUE DILIGENCE, EXPECTING TO RECEIVE A COMMISSION. THE FINDINGS ALSO STATED THAT ROONEY MADE NEGLIGENT MISREPRESENTATIONS OF MATERIAL FACT TO THE CUSTOMER. ALTHOUGH ROONEY MAY NOT HAVE KNOWN THAT HIS REPRESENTATIONS REGARDING THE ORGANIZATION AND THE FEATURES OF THE CONTRACT WERE FALSE, A RUDIMENTARY INVESTIGATION WOULD HAVE UNCOVERED IT. ROONEY PRESENTED MISLEADING SALES MATERIALS TO HIS CUSTOMER WHEN SOLICITING THE INSTALLMENT PLAN CONTRACT BY DISTRIBUTING MATERIALS THAT PROVIDED OVERSIMPLIFIED AND INCOMPLETE, INFORMATION. THE FINDINGS ALSO INCLUDED THAT ROONEY FAILED TO ADEQUATELY SUPERVISE A REGISTERED REPRESENTATIVE'S SALES OF THE INSTALLMENT PLAN CONTRACTS. THE DECISION BECAME FINAL AUGUST 25, 2015.

THIS IS AN ATTEMPT BY FINRA TO CREATE A CASE WHERE NONE EXISTS. THE SO CALLED OFFENSE INVOLVES AN INSURANCE PRODUCT (AS DETERMINED BY BOTH THE TX AND TN INSURANCE DEPARTMENTS)OVER WHICH FINRA HAS NO JURISDICTION. THIS WAS NEVER SOLD AND I RECEIVED NO COMPENSATION. THE CLIENT TOLD FINRA THAT HE HAD NO COMPLAINTS WHEN FINRA SOLICITED HIM AND WHO IS NOW DEAD. FINRA ONLY MOVED FORWARD ALMOST SIX YEARS LATER AFTER THE CLIENT DIED AND CANNOT BE A WITNESS AGAINST THEM. THIS IS AN ATTEMPT TO EXTORT MONEY FROM MYSELF AND MY FIRM. THERE WAS NO COMPLAINING CLIENT, NO COMPENSATION AND NO JURISDICTION. THIS IS JUST ABOUT MONEY FOR FINRA.

FINRA

SEC SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934, SEC RULE 10B-5, NASD RULES 2110, 2120, 3010(B), 3012(A)(2)(C), AND 3013: A MEMBER FIRM, ACTING THROUGH ROONEY, WILLFULLY FAILED TO DISCLOSE MATERIAL FACTS TO CUSTOMERS OR OMITTED MATERIAL FACTS IN CONNECTION WITH RELEVANT BUSINESS AND MANAGEMENT INFORMATION CONCERNING PRIVATE PLACEMENT OFFERINGS. ROONEY WILLFULLY, BY THE USE OF ANY MEANS OR INSTRUMENTALITY OF INTERSTATE COMMERCE OR OF THE MAILS, KNOWINGLY OR RECKLESSLY ENGAGED IN MANIPULATIVE OR DECEPTIVE DEVICES OR CONTRIVANCES IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES, AND KNOWINGLY OR RECKLESSLY EFFECTED TRANSACTIONS IN, OR INDUCED THE PURCHASE OR SALE OF SECURITIES BY MEANS OF MANIPULATIVE, DECEPTIVE OR OTHER FRAUDULENT DEVICES OR CONTRIVANCES. THE FIRM, ACTING THROUGH ROONEY, PARTICIPATED IN PRIVATE PLACEMENT OFFERINGS OF ZERO COUPON BONDS ISSUED BY TWO LIMITED LIABILITY COMPANIES AND EACH OF THESE OFFERINGS CLAIMED AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, WHEN AT NO TIME WAS THERE A REGISTRATION STATEMENT IN EFFECT FOR THE ENTITIES' BONDS, THE OFFERINGS WERE NOT SEPARATE AND DISTINCT, AND WERE, THEREFORE, SUBJECT TO INTEGRATION, ALSO BOTH INTEGRATED OFFERINGS HAD NON-ACCREDITED INVESTORS AND THE OFFERINGS BECAME INTEGRATED INTO ONE OFFERING, THE EXEMPTION UNDER REGULATION D OF THE SECURITIES ACT OF 1933 DID NOT APPLY, AND THE OFFERINGS WERE SUBJECT TO THE SECURITIES REGISTRATION REQUIREMENTS OF PUBLIC OFFERINGS. THE FIRM, ACTING THROUGH ROONEY, FAILED TO ESTABLISH A PROPER ESCROW ACCOUNT IN CONNECTION WITH THE OFFERING BY USING AS THE ESCROW AGENT A LIMITED LIABILITY COMPANY NOT CHARTERED AS A BANK, AND FALSELY REPRESENTED THAT CUSTOMER FUNDS WOULD NOT BE COMMINGLED. ROONEY FAILED TO DETECT THAT CUSTOMER FUNDS HAD BEEN COMMINGLED BECAUSE HE HAD NEGLECTED TO OBTAIN COPIES OF THE ESCROW ACCOUNT STATEMENTS AND MAINTAIN SUCH STATEMENTS AMONG THE FIRM'S RECORDS. THE FIRM, ACTING THROUGH ROONEY, ALLOWED ESCROWED CUSTOMER FUNDS FROM THE OFFERING TO BE INVESTED IN A MUTUAL FUND WHEN SUCH WAS NOT A PERMISSIBLE INVESTMENT UNDER SEC RULE 15C2-4. THE FIRM, ACTING THROUGH ROONEY, CERTIFIED AN INADEQUATE TEST OF ITS SYSTEM OF SUPERVISORY CONTROLS AS IT FAILED TO INCLUDE A REVIEW OF THE FIRM'S PRIVATE PLACEMENT BUSINESS, AND ROONEY STATED IN HIS ANNUAL CERTIFICATION OF COMPLIANCE THAT THE FIRM HAD ESTABLISHED AND MAINTAINED POLICIES AND PROCEDURES REASONABLY DESIGNED TO ENSURE COMPLIANCE WITH FINRA RULES. THE FIRM FAILED TO EVIDENCE ITS SUPERVISION OVER THE ROONEY AS A PRODUCING MANAGER. THE FIRM, ACTING THROUGH ROONEY, FAILED TO ESTABLISH, MAINTAIN, AND ENFORCE WRITTEN PROCEDURES TO SUPERVISE THE TYPE OF BUSINESS IN WHICH THE FIRM ENGAGED THAT WERE REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS AND FINRA RULES.

Decision & Order of Offer of Settlement

Civil and Administrative Penalty(ies)/Fine(s)

$20,000.00

Suspension

ANY PRINCIPAL CAPACITY,

15 BUSINESS DAYS

12/6/2010

12/24/2010

OCTOBER 29, 2010: ACCEPTANCE OF OFFER OF SETTLEMENT IN WHICH ROONEY VIOLATED SEC SECTIONS 15(C), AND 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934, SEC RULE 15C2-4 AND 17A-4, NASD RULES 2110, 3010(B), 3012(A)(2)(C), AND 3013- WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, ROONEY CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE HE IS FINED $20,000 SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY PRINCIPAL CAPACITY FOR 15 BUSINESS DAYS. THE SUSPENSION IS IN EFFECT FROM DECEMBER 6, 2010, THROUGH DECEMBER 24, 2010.

ON OCTOBER 29 2010 THE OFFER OF SETTLEMENT SUBMITTED BY JAMES E ROONEY WAS ACCEPTED BY FINRA'S NATIONAL ADJUDICATORY COUNCIL REVIEW SUBCOMMITTEE OR BY THE OFFICE OF DISCIPLINARY AFFAIRS ON BEHALF OF THE NAC. THE MATTER WAS SETTLED FOR THE COST OF DEFENSE, WITH A 15 DAY ADMINISTRATIVE SUSPENSION FOR JAMES ROONEY LIMITED TO HIS CAPACITY AS A PRINCIPAL ONLY, AND WITHOUT A FINDING JAMES ROONEY VIOLATED ANY LAWS OR REGULATIONS THAT PROHIBIT FRAUDULENT, MANIPULATIVE, OR DECEPTIVE CONDUCT. THE OFFER OF SETTLEMENT WAS MADE WITHOUT ADMITTING OR DENYING THE ALLEGATIONS CONTAINED IN THE COMPLAINT AND THE OFFER OF SETTLEMENT. THE ALLEGATIONS IN THE COMPLAINT AS AMENDED BY THE OFFER OF SETTLEMENT INCLUDED NO ALLEGATIONS OF WILLFUL, KNOWING, RECKLESS, FRAUDULENT, OR MANIPULATIVE VIOLATIONS OF LAWS.

TEXAS

MISPRESENTATION & OMISSION IN SALE OF SECURITIES, UNSUITABLE SALE OF SECURITIES, UNREGISTERED SALE OF SECURITIES, FAILURE TO FOLLOW FIRMS PROCEDURES

Order

Cease and Desist

Undertaking

REPRIMAND

AT THE REQUEST OF THE TSSB, ON FEBRUARY 24, 2010, ALL ALLEGATIONS FILED WITH THE STATE OFFICE OF ADMINISTRATIVE HEARINGS WERE DISMISSED BY THE ADMINISTRATIVE LAW JUDGE WITH PREJUDICE. IN RETURN, I ACCEPTED THE REPRIMAND / UNDERTAKING FOR MINOR RULES / RECORD KEEPING / REGISTRATION VIOLATIONS.