Syndicated Capital, Inc.

Allegations: FIRM WAS FINED $5000 FOR NET CAPITAL VIOLATION FROM 7/22/04-7/29/04. REF. SECTION 15(C)OF SECURITIES AND EXCHANGE ACT OF 1934(SEC RULE)AND NASD CONDUCT RULE 2110. Status: Final Sanction Detail: FIRM WAS FINED $5000 FOR NET CAPITAL VIOLATION FROM 7/22/04-7/29/04. TOTAL FINE WAS PAID ON 07/17/2006. Summary: FIRM WAS FINED $5000 FOR NET CAPITAL VIOLATION FROM 7/22/04-7/29/04. REF. SECTION 15(C)OF SECURITIES AND EXCHANGE ACT OF 1934(SEC RULE)AND NASD CONDUCT RULE 2110. THE NET CAPITAL VIOLATION WAS DUE TO A TRADING ERROR TAKEN INTO AN INVENTORY ACCOUNT BY THE NEW YORK TRADE DESK.

Allegations: NASD RULES 2110, 3010, 3040(C): MCADAMS, HIS MEMBER FIRM, AND LEE, FAILED TO REASONABLY SUPERVISE THE PARTICIPATION OF ONE OF THE FIRM'S REGISTERED REPRESENTATIVES IN PRIVATE SECURITIES TRANSACTIONS THAT THE FIRM HAD RECEIVED PRIOR WRITTEN NOTICE OF AND APPROVED, AND FAILED TO RECORD THESE TRANSACTIONS ON THE FIRM'S BOOKS AND RECORDS. MCADAMS IS THE CHAIRMAN AND SOLE OWNER OF THE FIRM. MCADAMS WAS THE PERSON DESIGNATED WITH THE ULTIMATE AUTHORITY TO DETERMINE WHETHER A REGISTERED REPRESENTATIVE AT THE FIRM COULD ENGAGE IN PRIVATE SECURITIES TRANSACTIONS. MCADAMS, ON BEHALF OF THE FIRM, ENTERED INTO A STOCK PURCHASE AGREEMENT WITH A BUSINESS ENTITY, OWNED BY A REGISTERED REPRESENTATIVE ASSOCIATED WITH THE FIRM, FOR THE SALE OF 100% OF THE STOCK OF THE FIRM. IN CONNECTION WITH THIS AGREEMENT, THE REGISTERED REPRESENTATIVE INFORMED MCADAMS AND ANOTHER PRINCIPAL, IN WRITING AND ORALLY, THAT THE REPRESENTATIVE NEEDED TO RAISE FUNDS TO OPERATE THE BRANCH OFFICE OF THE FIRM WHERE THE REPRESENTATIVE WAS WORKING, AND IN ORDER TO FINANCE THE PURCHASE OF THE FIRM. AFTER THE EXECUTION OF THE AGREEMENT, MCADAMS AND THE PRINCIPAL, ACTING ON BEHALF OF THE FIRM, APPROVED OF THE REPRESENTATIVE'S PARTICIPATION IN PRIVATE SECURITIES TRANSACTIONS TO RAISE MONEY THROUGH THE REPRESENTATIVE'S BUSINESS ENTITY THROUGH THE ISSUANCE OF PROMISSORY NOTES. THE REPRESENTATIVE RAISED $980,000 FROM THE SALE OF PROMISSORY NOTES ISSUED BY THE REPRESENTATIVE'S BUSINESS ENTITY TO SOME INDIVIDUALS. MCADAMS, HIS FIRM AND THE PRINCIPAL, FAILED TO SUPERVISE THE REPRESENTATIVE'S PARTICIPATION IN THE PRIVATE SECURITIES TRANSACTIONS AS IF THEY WERE TRANSACTIONS OF THE FIRM OR IN A MANNER REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THE LAWS, RULES AND REGULATIONS THAT APPLIED TO THE REPRESENTATIVE'S PRIVATE SECURITIES SALES AWAY FROM THE FIRM. MOREOVER, MCADAMS, HIS FIRM, AND THE PRINCIPAL, FAILED TO ENSURE THAT THE REPRESENTATIVE'S PRIVATE SECURITIES TRANSACTIONS WERE RECORDED ON THE BOOKS OF THE FIRM. Status: Final Sanction Detail: PRINCIPALS OF THE FIRM WERE SUSPENSED IN PRINCIPAL CAPACITY FOR TEN BUSINESS DAYS. Summary: THE CASE IS CLOSED.

Allegations: ON JULY 14, 2014, THE BANKING COMMISSIONER ENTERED A CONSENT ORDER (NO. CO-14-7988B-S) WITH RESPECT TO SYNDICATED CAPITAL, INC., A CONNECTICUT-REGISTERED BROKER-DEALER LOCATED AT 1299 OCEAN AVENUE, SECOND FLOOR, SANTA MONICA, CALIFORNIA. FROM 2002 TO 2006, THE FIRM MAINTAINED A BRANCH OFFICE AT 152 DEER HILL AVENUE, SUITE 203, DANBURY, CONNECTICUT, AND EMPLOYED STEPHEN BURTON BLANKENSHIP (CRD NUMBER 2234577) AS A REGISTERED BROKER-DEALER AGENT. BLANKENSHIP, THE SOLE MANAGING MEMBER AND CONTROL PERSON OF DEER HILL FINANCIAL GROUP, LLC, ALSO CONDUCTED TAX PREPARATION, FINANCIAL PLANNING AND INVESTMENT ADVISORY SERVICES FROM THE DANBURY LOCATION. FOLLOWING ALLEGATIONS OF UNREGISTERED INVESTMENT ADVISORY ACTIVITY, FRAUD AND MISAPPROPRIATION, THE BANKING COMMISSIONER ENTERED A CONSENT ORDER (DOCKET NO. CO-12-7988-S) WITH RESPECT TO BLANKENSHIP AND DEER HILL FINANCIAL GROUP, LLC ON AUGUST 31, 2012. THAT CONSENT ORDER REVOKED BLANKENSHIP'S REGISTRATION AS A BROKER-DEALER AGENT AND PERMANENTLY BARRED BOTH BLANKENSHIP AND DEER HILL FINANCIAL GROUP, LLC FROM TRANSACTING SECURITIES BUSINESS IN OR FROM CONNECTICUT. IN ADDITION, THE U.S. DISTRICT COURT FOR THE DISTRICT OF CONNECTICUT FINED BLANKENSHIP $7,500, DIRECTED BLANKENSHIP TO MAKE $607,516.81 IN RESTITUTION AND SENTENCED BLANKENSHIP TO 41 MONTHS IN PRISON FOLLOWING BLANKENSHIP'S GUILTY PLEA TO ONE COUNT OF FEDERAL MAIL FRAUD AND ONE COUNT OF FEDERAL SECURITIES FRAUD (UNITED STATES OF AMERICA V. STEPHEN BLANKENSHIP, D. CONN. CASE NO. 3:12CR197 (VLB)). THE CONSENT ORDER WITH SYNDICATED CAPITAL, INC. ALLEGED THAT, IN CONTRAVENTION OF SECTION 36B-31-6F OF THE REGULATIONS UNDER THE CONNECTICUT UNIFORM SECURITIES ACT, THE FIRM FAILED TO ESTABLISH, ENFORCE AND MAINTAIN A SYSTEM FOR SUPERVISING THE ACTIVITIES OF ITS AGENTS, INCLUDING BLANKENSHIP, REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND REGULATIONS. Status: Final Sanction Detail: SEE RESPONSE TO ITEM 12B

Allegations: FORMER REGISTERED REP, STEPHEN BLANKENSHIP, OFFERED HIGH RATES OF RETURN ON PROMISSORY NOTES. IN REALITY, HE ENGAGED IN A PONZI SCHEME. Status: Final Sanction Detail: SYNDICATED, IT OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, AFFILIATES, AND SUCCESSORS IN INTEREST SHALL REFRAIN FROM ENGAGING, DIRECTLY OR INDIRECTLY, IN CONDUCT CONSTITUTING OR WHICH WOULD CONSTITUTE A VIOLATION OF THE ACT OR ANY REGULATION OR ORDER UNDER THE ACT, INCLUDING FAILING TO ESTABLISH, ENFORCE AND MAINTAIN A SYSTEM FOR SUPERVISING THE ACTIVITIES OF ITS AGENTS AND ITS CT OFFICE OPERATIONS REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS. Summary: SYNDICATED CAPITAL REIMBURSED ITS SHARE OF MONEY TO THE VICTIMS. THE CASE IS CLOSED.

Allegations: FAILURE TO FULLY DISCLOSE RECEIPT OF 12B1 PAYMENTS IN CONNECTION WITH THE ADVISORY CLIENTS' INVESTMENTS. Status: Final Sanction Detail: SAME INFORMATION AS 12(A). DATE PAID IS PENDING. Summary: CLIENT ACCOUNTS ARE CODING TO REBATING 12B1 TO THEIR ACCOUNTS.