FINRA

NASD RULES 2110, 3030, 3040, 8210: BENNING PARTICIPATED IN PRIVATE SECURITIES THROUGH THE SALE OF INVESTMENT CONTRACTS IN THE TOTAL AMOUNT OF $468,590.01 TO CUSTOMERS; AND, PRIOR TO PARTICIPATING IN THESE SALES, BENNING FAILED TO PROVIDE HIS MEMBER FIRM WITH WRITTEN NOTICE DESCRIBING HIS PROPOSED PARTICIPATION IN THE TRANSACTIONS, AND FAILED TO OBTAIN WRITTEN APPROVAL FROM THE FIRM TO SELL THE INVESTMENT CONTRACTS. THE INVESTMENT CONTRACTS WERE ISSUED BY ISSUERS THAT INVOLVED THE PURCHASE OF TIMESHARES IN VARIOUS CENTRAL AMERICAN HOTELS ALONG WITH A CONTRACT WITH A PURPORTEDLY INDEPENDENT, THIRD PARTY MANAGEMENT COMPANY TO LEASE THE TIMESHARE PROPERTY TO OTHERS AND TO PAY INVESTORS THE RENTAL PROCEEDS. THE PAYMENTS TO THE INVESTMENT CONTRACTS INVESTORS WERE BASED ON A POOLING OF ALL INVESTORS' FUNDS, RATHER THAN PROFITS FROM THE RENTAL OF EACH INVESTOR'S SPECIFIC UNIT. FROM THE COMMENCEMENT OF THE SALES OF THE INVESTMENT CONTRACTS IN 1999, UNTIL AT LEAST MARCH 2004, THE PAYMENTS OF PURPORTED RENTAL INCOME CAME ALMOST EXCLUSIVELY FROM THE INVESTMENT CONTRACTS INVESTORS' OWN INVESTMENTS, WHICH WERE COMMINGLED IN THE SAME U.S. BANK ACCOUNTS AND NOT FROM ANY RENTAL INCOME. THE INVESTMENT CONTRACTS WERE "SECURITIES" AS SUCH TERM IS DEFINED IN THE SECURITIES EXCHANGE ACT OF 1934. BENNING RECEIVED AT LEAST $38,460 IN COMMISSIONS FROM HIS SALES OF THE INVESTMENT CONTRACTS. IN THE ALTERNATIVE TO THE FIRST CAUSE OF ACTION, SHOULD THE HEARING PANEL FIND THAT THE INVESTMENT CONTRACTS WERE NOT "SECURITIES," AS SUCH TERM IS DEFINED IN THE SECURITIES EXCHANGE ACT OF 1934, THEN BENNING'S PARTICIPATION IN THE INVESTMENT CONTRACTS TRANSACTIONS CONSTITUTED OUTSIDE BUSINESS ACTIVITY FOR PURPOSES OF NASD CONDUCT RULE 3030. BENNING ACCEPTED COMPENSATION BY RECEIVING CHECKS MADE PAYABLE TO HIM FOR $38,425.06 FROM AN ENTITY, ONE OF THE ISSUERS, AND THE CHECKS REPRESENTED THE COMMISSIONS THAT BENNING EARNED ON HIS SALES OF THE INVESTMENT CONTRACTS. BENNING THEN ENDORSED THE CHECKS, OR PERMITTED HIS RELATIVE TO ENDORSE THE CHECKS AND NEGOTIATED THEM. BENNING'S EMPLOYMENT WITH AND ACCEPTANCE OF COMPENSATION FROM THE ISSUER WAS OUTSIDE THE SCOPE OF HIS RELATIONSHIP WITH HIS FIRM. BENNING FAILED TO PROVIDE PROMPT WRITTEN NOTICE TO HIS FIRM OF HIS EMPLOYMENT WITH, AND HIS RECEIPT OF COMPENSATION FROM, THE ISSUER FOR SALES OF THE INVESTMENT CONTRACTS. BENNING FAILED TO ACCURATELY RESPOND TO FINRA REQUESTS FOR INFORMATION; BENNING'S RESPONSES TO FINRA'S QUESTIONS AND STATEMENTS WERE INACCURATE, MISLEADING AND A FAILURE TO FULLY AND ACCURATELY RESPOND TO REQUESTS BY FINRA

Decision & Order of Offer of Settlement

Bar (Permanent)

All Capacities

Indefinite

1/10/2012

THE ALLEGATIONS CONTAINED IN THE SECOND CAUSE OF THE COMPLAINT THAT BENNING VIOLATED NASD RULE 3030 BY ENGAGING IN OUTSIDE BUSINESS ACTIVITIES WERE DISMISSED. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, BENNING CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, HE IS BARRED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY.

THE FINRA AWC THAT I AGREED TO IN JANUARY 2012 WAS THE RESULT OF TWO EVENTS: THE SALES OF PAYPHONE INTERESTS AND UNIVERSAL LEASE INTERESTS WHICH OCCURRED MORE THAN 10 YEARS AGO, AND THE RESPONSE I HAD MADE TO THE NASD ABOUT THEM. I ADMIT OFFERING INVESTMENT PRODUCTS WHICH ON THERE FACE APPEARED TO BE BUSINESS VENTURES. I DID NOT UNDERSTAND THAT THEY WERE FORMS OF SECURITIES. I SHOULD HAVE BEEN MORE MINDFUL AT THAT TIME AND REPORTED THE TRANSACTIONS TO MY EMPLOYING BROKER-DEALER. THESE PROGRAMS WERE PROMOTED AS NON-SECURITIES WHEN, IN FACT, THEY WERE NON-TRADITIONAL FORMS OF INVESTMENT CONTRACT SECURITIES. I WAS MADE AWARE BY MY PREVIOUS BROKER-DEALER THAT SUCH PROGRAM INTERESTS WERE SECURITIES REQUIRING ADVANCE APPROVAL OF EACH TRADE. I STOPPED ALL SALES AND TOOK ACTION TO HAVE INVESTORS RECOVER ALL OF THERE FUNDS IN THE LEASE PROGRAMS. SECONDLY, WHEN MAKING RESPONSES TO THE NASD IN 2003, I SHOULD HAVE BEEN MORE CAREFUL AND DETAILED IN RESPONDING AND INCLUDING INFORMATION REGARDING THE SALES OF ALL INVESTMENT CONTRACTS AND THE SALES INCOME THAT I RECEIVED FROM THEM. SINCE 2001 I HAVE NOT OFFERED OR SOLD ANY FORM OF NON-TRADITIONAL SECURITY.

NASD

NASD CONDUCT RULES 2110 AND 3040 - IN OCTOBER 1999, DECEMBER 1999 AND MARCH 2000, WHILE REGISTERED WITH A MEMBER FIRM, ROBERT M. BENNING ENGAGED IN PRIVATE SECURITIES TRANSACTIONS AND RECEIVED COMMISSIONS TOTALING $2,520 FOR THESE ACTIVITIES. BENNING PARTICIPATED IN THESE TRANSACTIONS WITHOUT NOTIFYING AND/OR WITHOUT RECEIVING PRIOR WRITTEN APPROVAL FOR THESE TRANSACTIONS FROM HIS MEMBER FIRM. IN ADDITION, ON OR ABOUT FEBRUARY 2002, BENNING NEGOTIATED AND ENTERED INTO A SETTLEMENT AGREEMENT WITH A CUSTOMER TO PAY HIM $21,400 WITHOUT THE KNOWLEDGE OR CONSENT OF HIS MEMBER FIRM.

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 SUSPENDED FOR 45 DAYS FROM ASSOCIATION WITH ANY NASD MEMBER IN ANY CAPACITY AND FINED $7,500. THE SUSPENSION BEGAN ON SEPTEMBER 7, 2004, AND WILL CONCLUDE AT THE CLOSE OF BUSINESS ON OCTOBER 21, 2004. FINES PAID.

THE ACTION STEMS FROM THE SALE OF ETS PAY PHONE LEASES TO ONE CUSTOMER DURING 1999 AND 2000. MR. BENNING SOLD THE LEASES TO ONE CUSTOMER THEN PAID BACK THE CUSTOMER WHEN THE CUSTOMER EXPRESSED CONCERN ABOUT THE INVESTMENT. MR. BENNING DID CONTACT HIS BROKERAGE FIRM BEFORE MAKING THE SALES. HE DID NOT REPORT THE ACTUAL SALES OR RETURNING THE CUSTOMER'S INVESTMENT WHICH WAS DEEMED A VIOLATION OF NASD RULES.

FFP SECURITIES, INC.

Discharged

UNSUITABILITY OF INVESTMENT IN PAY PHONES.

THE REPRESENTATIVE FAILED TO DISCLOSE SETTLEMENT AMOUNT TO FFP AND THIS ULTIMATELY LEAD TO HIS TERMINATION

UNSUITABILITY OF INVESTMENTS IN PAY PHONES.

$21,000.00

$10,000.00

THE MATTER WAS DISPOSED OF BY MR. BENNING BY PAYMENT OF A SETTLEMENT SUM TO THE COMPLAINANT.