FINRA

NASD RULES 2110, 3010, 3012: LOEWER WAS THE PRINCIPAL OF HIS MEMBER FIRM RESPONSIBLE FOR THE FIRM'S COMPLIANCE WITH LAWS, RULES AND REGULATIONS RELATED TO THE BUSINESSES IN WHICH THE FIRM ENGAGED. LOEWER NEGLECTED TO CAUSE THE FIRM TO MAKE PENNY STOCK DISCLOSURES IN CONNECTION WITH THE TRANSACTIONS OF THE FIRM'S REGISTERED REPRESENTATIVE. THUS, LOEWER CAUSED HIS FIRM TO VIOLATE EXCHANGE ACT RULES 15G-2 THROUGH 15G-5 IN CONNECTION WITH ITS PENNY STOCK BUSINESS. LOEWER WAS RESPONSIBLE FOR ESTABLISHING, MAINTAINING AND ENFORCING SUPERVISORY SYSTEMS AND WRITTEN SUPERVISORY PROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS BY THE FIRM AND ITS ASSOCIATED PERSONS IN THE CONDUCT OF THE FIRM'S BUSINESS. THIS RESPONSIBILITY INCLUDED THE ESTABLISHMENT AND IMPLEMENTATION OF SUPERVISORY SYSTEMS AND WRITTEN PROCEDURES APPLICABLE TO THE PENNY STOCK BUSINESS CONDUCTED BY A REPRESENTATIVE AND, FROM TIME TO TIME, OTHER REPRESENTATIVES OF THE FIRM. LOEWER DID NOT ESTABLISH, MAINTAIN AND ENFORCE A SUPERVISORY SYSTEM OR WRITTEN SUPERVISORY PROCEDURES REASONABLY DESIGNED TO ACHIEVE HIS FIRM'S COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS IN THE CONDUCT OF THAT BUSINESS. LOEWER WAS RESPONSIBLE FOR THE ESTABLISHMENT, MAINTENANCE AND ENFORCEMENT OF THE FIRM'S SUPERVISORY CONTROL PROCEDURES FOR TESTING AND VERIFYING THE ADEQUACY OF THE FIRM'S SUPERVISORY SYSTEMS AND PROCEDURES AND CREATING OR AMENDING SUCH SYSTEMS AND PROCEDURES TO ADDRESS NEEDS IDENTIFIED THROUGH TESTING AND VERIFICATION. LOEWER WAS ALSO RESPONSIBLE FOR PREPARING THE ANNUAL REPORT TO SENIOR MANAGEMENT REQUIRED BY NASD CONDUCT RULE 3012 THAT DETAILS THE FIRM'S SYSTEM OF SUPERVISORY CONTROLS, SUMMARIZES ITS TEST RESULTS, IDENTIFIES NOTED EXCEPTIONS AND SETS FORTH ADDITIONAL OR AMENDED PROCEDURES ADOPTED TO ADDRESS THE TEST RESULTS. THE REPORT PURSUANT TO RULE 3012 THAT HE PREPARED IN DECEMBER 2007 DID NOT COMPLY WITH THE REQUIREMENTS OF THE RULE. THE REPORT DID NOT SUMMARIZE THE TEST RESULTS, IDENTIFY EXCEPTIONS OR DISCUSS ANY ADDITIONS OR REVISIONS TO THE FIRM'S SUPERVISORY PROCEDURES BASED UPON DEFICIENCIES NOTED IN THE TEST.

Decision & Order of Offer of Settlement

Suspension

ANY AND ALL PRINCIPAL CAPACITIES

30 BUSINESS DAYS

6/4/2012

7/16/2012

WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, LOEWER CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS; THEREFORE HE IS SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY AND ALL PRINCIPAL CAPACITIES FOR 30 BUSINESS DAYS FOR VIOLATING NASD RULES 2110, 3010, 3012. LOEWER HAS SUBMITTED A SWORN FINANCIAL STATEMENT AND DEMONSTRATED AN INABILITY TO PAY. IN LIGHT OF HIS FINANCIAL STATUS, NO MONETARY SANCTIONS HAVE BEEN IMPOSED. LOEWER WAS THE PRINCIPAL OF HIS MEMBER FIRM RESPONSIBLE FOR THE FIRM'S COMPLIANCE WITH LAWS, RULES AND REGULATIONS RELATED TO THE BUSINESSES IN WHICH THE FIRM ENGAGED. LOEWER NEGLECTED TO CAUSE THE FIRM TO MAKE PENNY STOCK DISCLOSURES IN CONNECTION WITH THE TRANSACTIONS OF THE FIRM'S REGISTERED REPRESENTATIVE. THUS, LOEWER CAUSED HIS FIRM TO VIOLATE SECURITIES EXCHANGE ACT RULES 15G-2 THROUGH 15G-5 IN CONNECTION WITH ITS PENNY STOCK BUSINESS. LOEWER WAS RESPONSIBLE FOR ESTABLISHING, MAINTAINING AND ENFORCING SUPERVISORY SYSTEMS AND WRITTEN SUPERVISORY PROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS BY THE FIRM AND ITS ASSOCIATED PERSONS IN THE CONDUCT OF THE FIRM'S BUSINESS. THIS RESPONSIBILITY INCLUDED THE ESTABLISHMENT AND IMPLEMENTATION OF SUPERVISORY SYSTEMS AND WRITTEN PROCEDURES APPLICABLE TO THE PENNY STOCK BUSINESS CONDUCTED BY THE REPRESENTATIVE AND, FROM TIME TO TIME, OTHER REPRESENTATIVES OF THE FIRM. LOEWER DID NOT ESTABLISH, MAINTAIN AND ENFORCE A SUPERVISORY SYSTEM OR WRITTEN SUPERVISORY PROCEDURES REASONABLY DESIGNED TO ACHIEVE HIS FIRM'S COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS IN THE CONDUCT OF THAT BUSINESS. LOEWER WAS RESPONSIBLE FOR THE ESTABLISHMENT, MAINTENANCE AND ENFORCEMENT OF THE FIRM'S SUPERVISORY CONTROL PROCEDURES FOR TESTING AND VERIFYING THE ADEQUACY OF THE FIRM'S SUPERVISORY SYSTEMS AND PROCEDURES AND CREATING OR AMENDING SUCH SYSTEMS AND PROCEDURES TO ADDRESS NEEDS IDENTIFIED THROUGH TESTING AND VERIFICATION. LOEWER WAS ALSO RESPONSIBLE FOR PREPARING THE ANNUAL REPORT TO SENIOR MANAGEMENT REQUIRED BY NASD CONDUCT RULE 3012 THAT DETAILS THE FIRM'S SYSTEM OF SUPERVISORY CONTROLS, SUMMARIZES ITS TEST RESULTS, IDENTIFIES NOTED EXCEPTIONS AND SETS FORTH ADDITIONAL OR AMENDED PROCEDURES ADOPTED TO ADDRESS THE TEST RESULTS. LOEWER PREPARED A REPORT THAT DID NOT COMPLY WITH THE REQUIREMENTS OF THE NASD RULE 3012. THE REPORT DID NOT SUMMARIZE THE TEST RESULTS, IDENTIFY EXCEPTIONS OR DISCUSS ANY ADDITIONS OR REVISIONS TO THE FIRM'S SUPERVISORY PROCEDURES BASED UPON DEFICIENCIES NOTED IN THE TEST. THE SUSPENSION IS IN EFFECT FROM JUNE 4, 2012, THROUGH JULY 16, 2012.