In the Matter of Steven J. Brewer:

On July 12, 2013, the Securities and Exchange Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act) and Section 203(f) of the Investment Advisers Act of 1940 (Advisers Act), Making Findings and Imposing Remedial Sanctions (Order) against Steven J. Brewer.

The Order finds that from June 2009 through October 2010, Steven J. Brewer was engaged in the business of effecting transactions in securities for the accounts of others by offering and selling promissory notes to investors. During that time, Brewer was associated with a registered broker dealer and with a registered investment adviser. On April 22, 2013, a judgment was entered by consent against Brewer, permanently enjoining him from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and from aiding and abetting future violations of Section 15(c) of the Exchange Act and Sections 206(1) and 206(2) of the Advisers Act, in the civil action entitled Securities and Exchange Commission v. Steven Brewer, et al., Civil Action Number 10-cv-6932-BMM-AK, in the United States District Court for the Northern District of Illinois. The Commission’s complaint alleged that, from June 2009 through at least the end of September 2010, Brewer and others participated in fraudulent, unregistered offerings of promissory notes issued by FPA Limited, an Isle of Man company, in the aggregate amount of $5.6 million to at least 74 investors. The offering materials created and used for the offerings misrepresented the risk of the investment and misrepresented the use of proceeds of the offering. The complaint alleged that Brewer originated the fraudulent offerings and participated in creating the fraudulent offering documents. Brewer also controlled the bank account into which the proceeds of the offerings were deposited and then disbursed, primarily to BIG.

Based on the above, the Order bars Brewer from association with any broker, dealer, or investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. Brewer consented to the issuance of the Order without admitting or denying any of the allegations in the civil injunctive action.

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