FINRA

SECURITIES EXCHANGE ACT OF 1934 SECTIONS 10(B), 17A-3, SEC RULES 10B-5, 17A-3, SEC REGULATION M RULE 101, FINRA RULE 2120, NASD RULES 2110, 2120, 3010, 3110, 3110(A), - TIMOTHY RUGGIERO ASSISTED PRIVATE COMPANIES IN GOING PUBLIC BY REVERSE MORTGAGES WITH PUBLICLY-HELD SHELL CORPORATIONS. DURING THE PERIOD OF A PRIVATE INVESTMENT IN PUBLIC EQUITY (PIPE)OFFERING FOR OVER-THE-COUNTER (OTC) BULLETIN BOARD SECURITIES, RUGGIERO ENTERED SECURITIES PURCHASES AND LIMIT ORDERS THAT MANIPULATED THE PRICE OF BOTH STOCKS. BECAUSE RUGGIERO CONTROLLED THE MEMBER FIRM THAT WAS THE PLACEMENT AGENT FOR A PIPE OFFERING, HE STOOD TO BENEFIT FROM PLACEMENT FEES, STOCK AND WARRANTS IF THE PIPE WAS SUCCESSFUL. RUGGIERO'S ORDERS AND PURCHASES ARTIFICIALLY GENERATED INCREASES IN THE INSIDE BID PRICE WHICH SENT FALSE OR MISLEADING SIGNALS TO POTENTIAL INVESTORS BY CREATING THE ILLUSION THAT THE MARKET PLACED A HIGHER VALUE ON THE STOCK, MISLEADING INVESTORS INTO PURCHASING SHARES VIA THE PIPE OFFERING. RUGGIERO WAS ACTIVELY ENGAGED IN AND RESPONSIBLE FOR THE SUBMISSION OF THESE ORDERS. AS THE FIRM'S CEO, RUGGIERO WAS RESPONSIBLE FOR THE FIRM'S ROLE IN PROCESSING AND SUBMITTING THESE ORDERS. THE FIRM'S LIMIT ORDERS ARTIFICIALLY GENERATED INCREASES IN THE INSIDE BID PRICE FOR SHARES. THESE LIMIT ORDERS SENT FALSE OR MISLEADING INFORMATION TO THE MARKETPLACE BECAUSE THEY RAISED THE INSIDE BID PRICE AT WHICH SHARES COULD BE PURCHASED AND MADE IT APPEAR THAT THE MARKET PLACED A HIGHER VALUE ON THE SHARES AND THAT IT WOULD BE MORE ATTRACTIVE TO PURCHASE SHARES VIA THE PIPE OFFERING. DURING THE PERIOD WHEN DISTRIBUTION PARTICIPANTS IN A SECURITIES OFFERING ARE PROHIBITED FROM TRADING IN THAT SECURITY, RUGGIERO VIOLATED REGULATION M BY SOLICITING LIMIT ORDERS AND PROCESSING STOCK PURCHASES SOLICITED BY FIRM PERSONNEL FOR TWO PIPES. RUGGIERO FAILED TO MAKE AND PRESERVE RECORDS OF ELECTRONIC COMMUNICATIONS RELATING TO HIS FIRM'S BUSINESS AND TO DOCUMENT HIS REVIEW OF EMAIL CORRESPONDENCE. RUGGIERO PERSISTENTLY FAILED TO ASSURE HIS FIRM INSTALLED AND EMPLOYED EMAIL SYSTEMS THAT CAPTURED AND PRESERVED FIRM COMMUNICATIONS. RUGGIERO FAILED TO ENSURE THAT THE FIRM EMPLOYED A NON-ERASABLE AND NON-REWRITABLE FORMAT TO RETAIN EMAIL CORRESPONDENCE. THE FIRM'S WRITTEN PROCEDURES ON ELECTRONIC CORRESPONDENCE REQUIRED PRIOR APPROVAL FOR ELECTRONIC MESSAGES, REVIEW OF INCOMING EMAIL BEFORE DELIVERY, AND A PRINCIPAL'S REVIEW AND WRITTEN ENDORSEMENT OF ALL CORRESPONDENCE OF ASSOCIATED PERSONS PERTAINING TO SECURITIES TRANSACTIONS. RUGGIERO DID NOT FOLLOW THESE PROCEDURES. HE ONLY PERFORMED SPOT-CHECK REVIEWS AND DID NOT MAINTAIN DOCUMENTATION OF THESE REVIEWS, CAUSING HIS FIRM TO CREATE AND MAINTAIN INACCURATE BOOKS AND RECORDS IN VIOLATION OF SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SEC RULES 17A-3, 17A-4. RUGGIERO FAILED TO SUPERVISE TRADING AT THE FIRM; HE FAILED TO APPROPRIATELY REVIEW AND APPROVE TRANSACTIONS AND TRADING ACTIVITIES TO PREVENT THE FIRM FROM MANIPULATING THE PRICE OF SECURITIES FOR WHICH THE FIRM WAS CONDUCTING OFFERINGS, PREVENT THE FIRM AND ITS REGISTERED REPRESENTATIVES FROM IMPROPERLY SOLICITING AND PURCHASING LIMIT ORDERS DURING RESTRICTED OFFERING PERIODS AND FAILED TO SUPERVISE ELECTRONIC COMMUNICATIONS AT THE FIRM BY FAILING TO ENSURE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, REGULATONS, AND BY FAILING TO ENFORCE THE FIRM'S WRITTEN SUPERVISORY PROCEDURES. RUGGIERO'S FIRM FILED A FORM U4 TO REFLECT A RETIRED SENIOR REGISTERED OPTIONS PRINCIPAL'S (SROP) RETURN TO WORK AT THE FIRM AS A FINANCIAL AND OPERATIONS PRINCIPAL (FINOP) AND ON NUMEROUS OCCASIONS, RUGGIERO APPLIED THE INDIVIDUAL'S PURPORTED INITIALS TO OPTIONS ORDER TICKETS TO EVIDENCE HIS SUPPOSED REVIEW OF THESE RECORDS, THEREBY CREATING RECORDS THAT GAVE THE FALSE APPEARANCE THAT THEY HAD BEEN DULY REVIEWED BY QUALIFIED PERSONNEL IN VIOLATION OF HIS FIRM'S OBLIGATION UNDER SECTION 17(A) OF THE EXCHANGE ACT AND SEC RULE 17A-3.

Decision

Bar (Permanent)

All Capacities

Indefinite

2/18/2014

EXTENDED HEARING PANEL DECISION RENDERED DECEMBER 31, 2013 WHEREIN RESPONDENT IS BARRED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY FOR ENGAGING IN A STOCK PRICE MANIPULATION IN VIOLATION OF SECTION 10(B) OF THE EXCHANGE ACT, AND RULE 10B-5 THEREUNDER, AND IN VIOLATION OF NASD CONDUCT RULES 2120 AND 2110; UNLAWFULLY TRADING IN STOCK DURING THE RESTRICTED PERIODS FOR TWO OFFERINGS, IN VIOLATION OF RULE 101 OF REGULATION M UNDER THE EXCHANGE ACT AND NASD CONDUCT RULE 2110; AND FORGING INITIALS ON ORDER TICKETS TO EVIDENCE SUPERVISORY REVIEW OF OPTIONS TRANSACTIONS, IN VIOLATION OF NASD CONDUCT RULES 3110(A) AND 2110. IN LIGHT OF THE BAR, NO ADDITIONAL SANCTIONS ARE IMPOSED FOR RUGGIERO'S FAILURE TO RETAIN ELECTRONIC COMMUNICATIONS, IN VIOLATION OF NASD CONDUCT RULES 3110 AND 2110; AND SUPERVISE HIS FIRM'S TRADING AND ELECTRONIC COMMUNICATIONS, IN VIOLATION OF NASD CONDUCT RULES 3010 AND 2110. RUGGIERO IS ALSO ORDERED TO PAY THE COSTS OF THE PROCEEDING IN THE TOTAL AMOUNT OF $9,682.36. THIS DECISION INCLUDES A FINDING THAT RUGGIERO VIOLATED SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934 AND EXCHANGE ACT RULE 10B-5. DECISION IS FINAL ON FEBRUARY 18, 2014.

FINRA

RESPONDENT RUGGIERO FAILED TO PAY ARBITRATION FEES ASSESSED IN FINRA ARBITRATION CASE #08-04465.

LETTER

Suspension

ANY CAPACITY

N/A

9/17/2012

PURSUANT TO FINRA RULE 9553, RESPONDENT RUGGIERO'S REGISTRATION WITH FINRA IS SUSPENDED SEPTEMBER 17, 2012 FOR FAILURE TO PAY ARBITRATION FEES.

FINRA

RESPONDENT TIMOTHY RUGGIERO FAILED TO PAY ARBITRATION FEES ASSESSED IN FINRA ARBITRATION CASE 08-00632.

LETTER

Suspension

ANY CAPACITY

N/A

1/10/2012

PURSUANT TO FINRA RULE 9553, RESPONDENT TIMOTHY RUGGIERO'S REGISTRATION WITH FINRA IS SUSPENDED JANUARY 10, 2012 FOR FAILURE TO PAY ARBITRATION FEES.

FINRA

RESPONDENT RUGGIERO FAILED TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO A FINRA REQUEST TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE.

LETTER

Suspension

ANY CAPACITY

N/A

11/29/2011

PURSUANT TO ARTICLE VI, SECTION 3 OF FINRA BY-LAWS, AND FINRA RULE 9554, RESPONDENT RUGGIERO IS SUSPENDED NOVEMBER 29, 2011 FOR FAILURE TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO A FINRA REQUEST TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE.

BROOKSHIRE AND RUGGIERO ENTERED INTO A SETTLEMENT AGREEMENT WHICH WAS PAID IN FULL, HOWEVER THE ARBITRATION PANEL LATER ORDERED RUGGIERO TO PAY AN ADDITIONAL AMOUNT (WHICH WAS NEARLY 3 TIMES THE ORIGINAL AMOUNT OF DAMAGES CLAIMED) FOR FAILING TO COMPLY WITH THE AGREEMENT ON TIME. THE AMOUNT WAS SO EGREGIOUS, MR. RUGGIERO HAS BEEN UNABLE TO PAY.

FINRA

RESPONDENT FAILED TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO A FINRA REQUEST TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE.

LETTER

Suspension

ALL CAPACITIES

N/A

1/11/2010

7/7/2011

PURSUANT TO ARTICLE VI, SECTION 3 OF FINRA BY-LAWS, AND FINRA RULE 9554, RESPONDENT'S FINRA REGISTRATION IS SUSPENDED JANUARY 11, 2010 FOR FAILURE TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO FINRA REQUESTS TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE. SUSPENSION LIFTED ON JULY 7, 2011.

BROOKSHIRE AND RUGGIERO ENTERED INTO A SETTLEMENT AGREEMENT WHICH WAS PAID IN FULL, HOWEVER THE ARBITRATION PANEL ORDERED RUGGIERO TO PAY AN ADDITIONAL AMOUNT (WHICH WAS NEARLY THREE TIMES THE ORIGINAL AMOUNT OF DAMAGES CLAIMED) FOR FAILING TO COMPLY WITH THE AGREEMENT ON TIME.THE SUSPENSION WAS LIFTED ON JULY 7, 2011.

FINRA

RUGGIERO FAILED TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO A FINRA REQUEST TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE.

LETTER

Suspension

ALL CAPACITIES

N/A

12/17/2009

4/6/2011

PURSUANT TO ARTICLE VI, SECTION 3 OF FINRA BY-LAWS, AND FINRA RULE 9554, RUGGIERO'S FINRA REGISTRATION IS SUSPENDED DECEMBER 17, 2009 FOR FAILURE TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO FINRA REQUESTS TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE. SUSPENSION LIFTED APRIL 6, 2011.

SETTLEMENT AMOUNT HAS BEEN PAID IN FULL

BREACH OF CONTRACT, BREACH OF FIDUCIARY DUTY, NEGLIGENCE

$78,000.00

$182,468.14

The Award has not been paid.

BROOKSHIRE PAID CLAIMANT THE FULL SETTLEMENT AMOUNT PRIOR TO THE ARBITRATION HEARING, BUT THE PANEL DISREGARDED AND AWARDED CLAIMANT NEARLY 3 TIMES WHAT HER ALLEGED DAMAGES WERE.

CUSTOMER, A CUSTOMER/PART-OWNER OF BROOKSHIRE, AFTER ADMITTEDLY MAKING IN EXCESS OF $10 MILLION IN PROFITS AND AFTER ALMOST DAILY CONTACT WITH THE FIRM CONCERNING HIS AGGRESSIVE TRADING PRACTICES, ASSERTS, IN A MERITLOUS ARBITRATION CLAIM, THAT TRADES WHICH HE ENTERED WERE EXCESSIVE AND UNSUITABLE. NOT CONTENT WITH THE SUBSTANTIAL PROFITS, THE CLAIMANT, WHO PAID NO COMMISSIONS, ON MILLIONS OF DOLLARS WORTH OF AUTHORIZED TRADES, SEEKS TO RECOUP LOSSES RESULTING FROM HIS OWN INVESTMENT DECISIONS. WE ARE VIGOROUSLY DEFENDING THIS CLAIM AND ANTICIPATE A JUDGEMENT IN FAVOR OF THE FIRM AND ITS RESPONDENTS AND AWARDED ITS LEGAL FEES AND OTHER ARBITRATION COSTS. PRIOR TO THIS ACTION, TIMOTHY B. RUGGIERO HAS NEVER BEEN NAMED IN ANY OTHER ARBITRATIONS.

$1,000,000.00

$1,000,000.00