FINRA

FINRA BY-LAWS ARTICLE V, SECTION 2, FINRA BY-LAWS ARTICLE V, SECTION 3, FINRA RULES 2010, 8210, NASD RULES 1017(K), 1021, 1022(B), 1031, 2110, 3010(A)(7), 3010(B), 3011(C), 3012, 3070(A)(4), 3070(A)(5), 3070(A)(10), 3070(B): WHILE HIS REGISTRATIONS WERE REVOKED, HOLLAND ENGAGED IN ACTIVITIES, WHICH REQUIRE REGISTRATION. A REVIEW OF HOLLAND'S MEMBER FIRM'S GENERAL LEDGER, LEASE CONTRACTS, BANK STATEMENTS, AND OTHER FINANCIAL DOCUMENTS INDICATED THE FIRM'S FAILURE TO MAKE AND KEEP CURRENT LEDGERS REFLECTING ALL PAID EXPENSES. HOLLAND DID NOT ESTABLISH AN EXPENSE SHARING AGREEMENT WITH AN INSURANCE AGENCY, WITH WHICH THE FIRM SHARED OFFICE SPACE, AND FAILED TO MAKE AND KEEP RECORDS REFLECTING ALL EXPENSES PAID ON BEHALF OF THE FIRM, SUCH AS RENT PAYMENTS, UTILITY EXPENSES, AND PHONE AND/OR CELLULAR PHONE EXPENSES. HOLLAND PAID SOME RENT EXPENSES VIA CASHIER'S CHECK AND FAILED TO MAKE A CORRESPONDING JOURNAL ENTRY FOR THESE RENT PAYMENTS ON THE FIRM'S GENERAL LEDGER. HOLLAND CAUSED HIS FIRM TO VIOLATE THE NET CAPITAL RULE BY CONDUCTING A SECURITIES BUSINESS AND FAILING TO MAINTAIN AT LEAST $250,000 IN NET CAPITAL. THE FIRM'S OBLIGATION TO MAINTAIN THE NET CAPITAL OCCURRED BECAUSE THE FIRM HELD CUSTOMERS' STOCK CERTIFICATES AND FAILED TO TIMELY FORWARD THEM TO THE FIRM'S CLEARING FIRM. HOLLAND FILED FOCUS REPORTS WHICH WERE INACCURATE. HOLLAND FAILED TO COMPLY WITH SEC RULE 17A-11 TO PROMPTLY SEND NOTICE OF THE FIRM'S NET CAPITAL DEFICIENCY. HOLLAND FILED INACCURATE AND UNTIMELY AMENDMENTS TO FORMS U4 INVOLVING HIMSELF. THE INFORMATION CONCERNING THE U4 AMENDMENTS IN EACH OF THE INSTANCES WAS MATERIAL, AND HOLLAND'S INACCURATE AND UNTIMELY AMENDMENTS TO FORMS U4 IN EACH OF THE INSTANCES WERE WILLFUL. HOLLAND FAILED TO FILE PART IIA OF FORM X-17A-5 IN CONNECTION WITH THE FIRM'S SUSPENSION FOR FAILING TO PAY ANNUAL ASSESSMENT FEES, AND HAS FAILED TO FILE PART IIA OF FORM X-17A-5 IN CONNECTION WITH THE FIRM'S SUSPENSION FOR FAILING TO FILE AN ANNUAL AUDIT. HOLLAND, ACTING ON BEHALF OF HIS FIRM, FAILED TO PROVIDE AN INITIAL AND AN ANNUAL PRIVACY NOTICE TO THE FIRM'S CUSTOMERS FOR THREE YEARS. HOLLAND CAUSED THE FIRM TO VIOLATE REGULATION S-P, IN VIOLATION OF NASD RULE 2110. HOLLAND ALSO FAILED TO ADOPT POLICIES AND PROCEDURES THAT ADDRESS THE PROTECTION OF CUSTOMER INFORMATION AND RECORDS. HOLLAND FAILED TO PROVIDE FOR AN ANNUAL INDEPENDENT TEST OF THE FIRM'S ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM FOR TWO YEARS. FOR A YEAR AND FOUR MONTHS, HOLLAND FAILED TO ENSURE THAT THE FIRM MAINTAINS AND REVIEW CORRESPONDENCE, INCLUDING ELECTRONIC MAIL CORRESPONDENCE, SENT TO AND FROM THE FIRM. HOLLAND FAILED TO ENSURE THAT ALL OF THE FIRM'S REGISTERED REPRESENTATIVES ATTENDED THE FIRM'S ANNUAL COMPLIANCE MEETINGS. HOLLAND FAILED TO REPORT CRIMINAL HISTORY RELATING TO ANOTHER INDIVIDUAL ASSOCIATED WITH THE FIRM; THAT HE HAD BEEN SUSPENDED DURING A PERIOD; THAT THE FIRM HAD BEEN SUSPENDED DURING A PERIOD; A CUSTOMER COMPLAINT THAT HAD BEEN RECEIVED BY THE FIRM. HOLLAND RECEIVED NOTICE OF THESE EVENTS BUT FAILED TO FILE A RULE 3070 REPORT WITHIN 10 BUSINESS DAYS OF LEARNING OF THE EVENTS. FOR THREE YEARS, HOLLAND FAILED TO EVIDENCE THAT THE FIRM HAD CONDUCTED SUPERVISORY REVIEWS OF THE FIRM'S PRODUCING MANAGERS. HOLLAND FAILED TO ENSURE THAT THE FIRM SUBMITTED A RULE 3012 REPORT TO THE FIRM'S SENIOR MANAGEMENT FOR 2006 AND 2007. HOLLAND FAILED TO PROVIDE FINRA WITH ANNUAL NOTIFICATION THAT THAT THE FIRM WAS RELYING ON THE LIMITED SIZE AND RESOURCES EXCEPTION, AND HOLLAND FILED THE FIRM'S 2008 ANNUAL NOTIFICATION TO FINRA NINE WEEKS LATE. HOLLAND, AS THE FIRM'S MANAGING DIRECTOR, FAILED TO SUBMIT A REPORT BY THE REQUIRED DATE; HOLLAND FILED THE FIRM'S FIRST REPORT TWO YEARS AFTER THE REQUIRED DATE; MOREOVER, HOLLAND FAILED TO ADEQUATELY DISCUSS SPECIFIC AREAS DESCRIBED BY RULE 3012 IN THE REPORT. BY LETTER DATED DECEMBER 16, 2004, FINRA INFORMED HOLLAND THAT HIS PURCHASE OF THE FIRM HAD BEEN DENIED; (CONT. IN COMMENT)

Decision & Order of Offer of Settlement

Bar (Permanent)

All Capacities

4/27/2012

HE WAS ALSO INFORMED THAT HE HAD SIXTY DAYS WITHIN WHICH TO FILE A FORM BDW OR UNWIND HIS PURCHASE TRANSACTION. FROM FEBRUARY 16, 2005 THROUGH OCTOBER 26, 2009, HOLLAND HAS REPEATEDLY AND FALSELY REPRESENTED TO FINRA THAT HE HAD UNWOUND THE APRIL 2004 PURCHASE TRANSACTION. HOLLAND PROVIDED INCOMPLETE AND UNTIMELY RESPONSES TO REQUESTS FOR INFORMATION BY FINRA. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, HOLLAND CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS; THEREFORE HE IS BARRED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY FOR VIOLATING FINRA BY-LAWS ARTICLE V, SECTION 2, FINRA BY-LAWS ARTICLE V, SECTION 3, FINRA RULES 2010, 8210, NASD RULES 1017(K), 1021, 1022(B), 1031, 2110, 3010(A)(7), 3010(B), 3011(C), 3012, 3070(A)(4), 3070(A)(5), 3070(A)(10), 3070(B). HOLLAND, ACTING IN THE CAPACITY OF HIS MEMBER FIRM'S MANAGING DIRECTOR, ACTED IN A CAPACITY REQUIRING REGISTRATION WITH FINRA DESPITE THE FACT THAT HE WAS SUSPENDED IN A PRINCIPAL CAPACITY AND HIS FINRA REGISTRATIONS WERE REVOKED. HOLLAND WAS ADVISED THAT HIS REGISTRATIONS WERE REVOKED, ACKNOWLEDGED THAT HE RECEIVED THE FINRA INFORMATION ON THE MATTER. HOLLAND FILED INACCURATE AND UNTIMELY AMENDMENTS TO FORMS U4 INVOLVING HIMSELF. THE INFORMATION CONCERNING THE U4 AMENDMENTS IN EACH OF THE INSTANCES WAS MATERIAL, AND HOLLAND'S INACCURATE AND UNTIMELY AMENDMENTS TO FORMS U4 WERE WILLFUL VIOLATIONS. HOLLAND FAILED TO FILE PART IIA OF FORM X-17A-5 IN CONNECTION WITH TWO SEPARATE SUSPENSIONS OF HIS FIRM. HOLLAND CAUSED THE FIRM TO VIOLATE REGULATION S-P. HOLLAND, ACTING ON BEHALF OF HIS FIRM, FAILED TO PROVIDE AN INITIAL AND AN ANNUAL PRIVACY NOTICE TO THE FIRM'S CUSTOMERS, AND HE ALSO FAILED TO ADOPT POLICIES AND PROCEDURES THAT ADDRESS THE PROTECTION OF CUSTOMER INFORMATION AND RECORDS. HOLLAND FAILED TO PROVIDE FOR AN ANNUAL INDEPENDENT TEST OF THE FIRM'S ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM. HOLLAND FAILED TO ENSURE THAT THE FIRM REVIEW AND MAINTAIN CORRESPONDENCE, INCLUDING ELECTRONIC MAIL CORRESPONDENCE, SENT TO AND FROM THE FIRM. HOLLAND FAILED TO ENSURE THAT ALL OF THE FIRM'S REGISTERED REPRESENTATIVES ATTENDED THE FIRM'S ANNUAL COMPLIANCE MEETINGS. HOLLAND FAILED TO REPORT MATERIAL INFORMATION HISTORY RELATING TO ANOTHER INDIVIDUAL ASSOCIATED WITH THE FIRM; FAILED TO REPORT THAT HE HAD BEEN SUSPENDED; FAILED TO REPORT TWICE THAT HIS FIRM HAD BEEN SUSPENDED; FAILED TO REPORT A CUSTOMER COMPLAINT THAT HAD BEEN RECEIVED BY THE FIRM ON OR ABOUT A CERTAIN DATE. HOLLAND RECEIVED NOTICE OF THESE EVENTS BUT FAILED TO FILE A RULE 3070 REPORT WITHIN 10 BUSINESS DAYS OF LEARNING OF THE EVENTS. FOR THREE YEARS, HOLLAND FAILED TO EVIDENCE THAT THE FIRM HAD CONDUCTED SUPERVISORY REVIEWS OF THE FIRM'S PRODUCING MANAGERS. HOLLAND FAILED TO ENSURE THAT THE FIRM SUBMITTED A RULE 3012 REPORT TO THE FIRM'S SENIOR MANAGEMENT FOR TWO YEARS. HOLLAND FAILED TO PROVIDE FINRA WITH ANNUAL NOTIFICATION THAT THAT THE FIRM WAS RELYING ON THE LIMITED SIZE AND RESOURCES EXCEPTION, AND HE FILED A LATE ANNUAL NOTIFICATION TO FINRA FOR THE FIRM. HOLLAND, AS THE FIRM'S MANAGING DIRECTOR, FAILED TO SUBMIT A REPORT BY THE REQUIRED DATE; HOLLAND FILED THE FIRM'S FIRST REPORT TWO YEARS AFTER THE REQUIRED DATE; MOREOVER, HOLLAND FAILED TO ADEQUATELY DISCUSS SPECIFIC AREAS FOR THE REPORT. HOLLAND VIOLATED FINRA CONTINUING MEMBERSHIP RULE. HOLLAND MADE A FORM BD FILING CHANGING THE NAME OF THE BROKER-DEALER FOR TAKING CONTROL OF THE FIRM. HOWEVER, FINRA INFORMED HOLLAND THAT HIS PURCHASE OF THE FIRM HAD BEEN DENIED; HE WAS ALSO INFORMED THAT HE HAD SIXTY DAYS WITHIN WHICH TO FILE A FORM BDW OR UNWIND HIS PURCHASE TRANSACTION. NEVERTHELESS, HOLLAND REPEATEDLY AND FALSELY REPRESENTED TO FINRA THAT HE HAD UNWOUND THE PURCHASE TRANSACTION. HOLLAND PROVIDED INCOMPLETE AND UNTIMELY RESPONSES TO REQUESTS FOR INFORMATION AND DOCUMENTS BY FINRA.

TEXAS

KYLE HOLLAND MISREPRESENTED TO THE STAFF OF THE TEXAS STATE SECURITIES BOARD, ANOTHER AGENT'S SALE OF SECURITIES ON BEHALF OF FIFTH STREET CAPITAL, LLC WHILE NOT REGISTERED AS AN AGENT WITH THE SECURITIES COMMISSIONER. KYLE HOLLAND FAILED TO PERFORM THOSE ACTIONS DELEGATED TO THE OTHER AGENT IN FIFTH STREET'S WRITTEN SUPERVISORY PROCEDURES.

Order

Letter of Reprimand

Suspension

ALL CAPACITIES

10 BUSINESS DAYS

9/3/2009

9/17/2009

NO OTHER SANCTIONS FOLLOW

FINRA

FAILED TO PAY FINES AND/OR COSTS OF $20,000 IN FINRA CASE 2006005486601.

Other

Revocation/Expulsion/Denial

PURSUANT TO FINRA RULE 8320, HOLLAND'S REGISTRATION IS REVOKED FOR FAILURE TO PAY FINES AND/OR COSTS. REVOCATION RESCINDED APRIL 6, 2009.

PURSUANT TO FINRA RULE 8320, HOLLAND'S REGISTRATION WAS REVOKED FOR FAILURE TO PAY FINES AND/OR COSTS. REVOCATION RESCINDED APRIL 6, 2009.

FINRA

NASD RULES 1021, 2110, 3010 - A MEMBER FIRM, ACTING THROUGH HOLLAND, ENGAGED IN A SECURITIES BUSINESS WHILE FAILING TO MAINTAIN ADEQUATE NET CAPITAL AND FILED AN INACCURATE FOCUS REPORT WITH FINRA. A MEMBER FIRM, ACTING THROUGH HOLLAND, FAILED TO ESTABLISH AND MAINTAIN A REASONABLE SUPERVISORY SYSTEM, INCLUDING WRITTEN PROCEDURES, RELATING TO THE RECEIPT AND HANDLING OF CUSTOMER STOCK CERTIFICATES WHEN PUBLIC CUSTOMERS INADVERTENTLY FORWARDED THEIR CERTIFICATES TO THE FIRM INSTEAD OF THE CLEARING FIRM AND HOW THE FIRM WOULD INSTRUCT CUSTOMERS REGARDING THE CORRECT WAY TO DEPOSIT STOCK CERTIFICATES INTO THEIR ACCOUNTS. HOLLAND ENGAGED IN ACTIVITIES REQUIRING PRINCIPAL REGISTRATION WHILE SUSPENDED IN THAT CAPACITY.

Acceptance, Waiver & Consent(AWC)

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

Requalification

Suspension

WITHOUT ADMITTING OR DENYING THE FINDINGS, HOLLAND CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE HE IS FINED $20,000 AND SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY FOR 30 DAYS. HOLLAND WAS ALSO SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER AS A FINANCIAL AND OPERATIONS PRINCIPAL (FINOP) FOR THREE MONTHS AND REQUIRED TO REQUALIFY AS A FINOP BY EXAMINATION BEFORE ACTING IN ANY CAPACITY REQUIRING REGISTRATION IN THAT CAPACITY. THE SUSPENSION IN ANY CAPACITY IS IN EFFECT FROM MARCH 3, 2008, THROUGH APRIL 1, 2008. THE SUSPENSION IN A FINOP CAPACITY IS IN EFFECT FROM MARCH 3, 2008, THROUGH JUNE 2, 2008. FINE PAID 03/12/2009.

NASD

NASD CONDUCT RULE 2110 AND 3040- HOLLAND, AS A MEMBER FIRM'S CHIEF FINANCIAL OFFICER, FAILED TO ENSURE THAT THE MEMBER FIRM INCLUDED A SETTLEMENT AMOUNT AS A LIABILITY OF THE FIRM WHICH CAUSED A NET CAPITAL DEFICIENCY FOR THE FIRM; FILED INACCURATE FOCUS REPORTS WITH NASD OVERSTATING THE FIRM'S NET CAPITAL POSITION AND FAILED TO GIVE NASD NOTICE OF THE MEMBER FIRM'S NET CAPITAL DEFICIENCIES.

Acceptance, Waiver & Consent(AWC)

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

Suspension

WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, RESPONDENT CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, HE IS FINED $25,000 AND SUSPENDED FROM ASSOCIATION WITH ANY NASD MEMBER FIRM IN ANY CAPACITY FOR ONE MONTH, AND IN ANY PRINCIPAL CAPACITY FOR A PERIOD OF THREE MONTHS. SUSPENSION IN ANY CAPACITY SHALL BEGIN WITH THE OPENING OF BUSINESS ON JULY 18, 2005 AND WILL CONCLUDE AT THE CLOSE OF BUSINESS ON AUGUST 17, 2005. SUSPENSION IN PRINCIPAL CAPACITY WILL COMMENCE WITH THE OPENING OF BUSINESS ON JULY 18, 2005 AND CONCLUDE OCTOBER 17, 2005. FINE PAID.