FINRA

NASD RULES 2110, 2440 - MICHAEL A. POUTRE PLACED ORDERS FOR THE SALE OF CORPORATE BONDS AND PLACED CHARGES ON THE ORDERS FOR MARKUPS, WHICH WERE NOT FAIR AND REASONABLE, IN CONSIDERATION OF THE FACTORS SET FORTH IN NASD INTERPRETATIVE MATERIAL 2440(B). POUTRE SOLICITED SECURITIES TRANSACTIONS IN ACTIVELY TRADED, LIQUID CORPORATE BOND TRANSACTIONS FOR CUSTOMERS AND CHARGED THE CUSTOMERS MARKUPS OR MARKDOWNS THAT EXCEEDED 3% AND $400. MOST OF THE TRANSACTIONS WERE LARGE AND, BECAUSE THEY INVOLVED CORPORATE BONDS, A MARKUP OR MARKDOWN OVER 3% WOULD BE CONSIDERED EXCESSIVE. THE CORPORATE BONDS INVOLVED WERE READILY AVAILABLE AND INVOLVED LARGE TRANSACTIONS OF HIGHER PRICED SECURITIES, WHICH JUSTIFIED LOWER PERCENTAGE RATES. THE MARKUPS AND MARKDOWNS WERE NOT DISCLOSED TO THE CUSTOMERS AND THE NUMBER OF VIOLATIVE TRANSACTIONS ESTABLISHES A PATTERN OF EXCESSIVE MARKUPS AND MARKDOWNS. NOTHING IN POUTRE'S OR HIS MEMBER FIRM'S BUSINESS ACTIVITIES JUSTIFIED THE MARKUPS OR MARKDOWNS OF OVER 3%.

Acceptance, Waiver & Consent(AWC)

Suspension

ANY CAPACITY

30 DAYS

8/2/2010

8/31/2010

WITHOUT ADMITTING OR DENYING THE FINDINGS, POUTRE CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS; THEREFORE, HE IS SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY FOR 30 DAYS. THE SUSPENSION IS IN EFFECT FROM AUGUST 2, 2010 THROUGH AUGUST 31, 2010.

IN CONNECTION WITH THE EVENTS RELATED TO THIS DISCLOSURE ON MAY 20, 2009, I FILED A LAWSUIT AGAINST MAXX TRADE IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF KENTUCKY. I CLAIMED AMONG OTHER THINGS, THAT THE PRINCIPAL OWNERS OF MAXX TRADE ADDED, WITHOUT MY KNOWLEDGE, A SEPARATE COMMISSION ON TOP OF THE FAIR AND REASONABLE COMMISSION I CHARGED MY BOND CLIENTS. THIS RESULTED IN THE IMPERMISSIBLE MARK-UPS THAT WERE THE SUBJECT OF THIS DISCLOSURE. I ALSO MADE THESE ALLEGATIONS IN CONNECTION WITH A PARALLEL FINRA ARBITRATION AGAINST MAXX TRADE AND ITS PRINCIPALS. PURSUANT TO THE ARBITRATION, ON FEBRUARY 15, 2011 I WAS AWARDED COMPENSATORY DAMAGES, INTEREST ATTORNEYS' FEES, AND COSTS WITH RESPECT TO MY CLAIMS AGAINST MAXX TRADE AND ITS PRINCIPALS.

FINRA

FINRA RULES 2010, 8210: POUTRE FAILED TO PROVIDE A COMPLETE RESPOND TO FINRA REQUESTS FOR INFORMATION AND DOCUMENTS IN A PENDING INVESTIGATION CONCERNING HIS OUTSIDE BUSINESS ACTIVITIES.

Acceptance, Waiver & Consent(AWC)

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

$5,000.00

Suspension

ALL CAPACITIES

TWO YEARS

6/7/2010

6/6/2012

WITHOUT ADMITTING OR DENYING THE FINDINGS, POUTRE CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, HE IS FINED $5,000 AND SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY FOR TWO YEARS. THE FINE IS DUE AND PAYABLE EITHER IMMEDIATELY UPON RE-ASSOCIATION WITH A MEMBER FIRM FOLLOWING HIS SUSPENSION OR PRIOR TO ANY REQUEST FOR RELIEF FROM ANY STATUTORY DISQUALIFICATION RESULTING FROM THIS OR ANY OTHER EVENT OR PROCEEDING, WHICHEVER IS EARLIER. THE SUSPENSION IS IN EFFECT FROM JUNE 7, 2010, THROUGH JUNE 6, 2012.

IN CONNECTION WITH THE EVENTS RELATED TO THIS DISCLOSURE, ON MAY 20, 2009, I FILED A LAWSUIT AGAINST MAXX TRADE IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF KENTUCKY. I CLAIMED AMONG OTHER THINGS, THAT THE PRINCIPAL OWNERS OF MAXX TRADE FILED CLAIMS WITH FINRA THAT WERE INACCURATE AND DEFAMATORY RESULTING IN I BECOMING THE SUBJECT OF THE FINRA INQUIRY THAT WAS THE SUBJECT OF THIS DISCLOSURE. I ALSO MADE THESE ALLEGATIONS IN CONNECTION WITH A PARALLEL FINRA ARBITRATION AGAINST MAXX TRADE AND ITS PRINCIPALS. PURSUANT TO THE ARBITRATION, ON FEBRUARY 15, 2011 I WAS AWARDED COMPENSATORY DAMAGES, INTEREST, ATTORNEYS' FEES, AND COSTS WITH RESPECT TO MY CLAIMS AGAINST MAXX TRADE AND ITS PRINCIPALS.

MASSACHUSETTS

ON OR ABOUT JULY 9, 2007, MAXXTRADE, INC. ("MTI") SUBMITTED TO THE CRD OF THE NASD AN APPLICATION (THE "APPLICATION") FOR SECURITIES INDUSTRY REGISTRATION SEEKING REGISTRATION OF POUTRE AS AN AGENT OF MTI IN MASSACHUSETTS. ON JULY 19, 2007, THE DIVISION SENT A LETTER REQUESTING ADDITIONAL INFORMATION REGARDING MR. POUTRE'S APPLICATION FROM MTI. POUTRE FILED AN APPLICATION FOR REGISTRATION AS A BROKER-DEALER AGENT OF MTI IN MASSACHUSETTS WHICH WAS MATERIALLY INCOMPLETE. THAT FACT CONSTITUTES GROUNDS FOR DENYING POUTRE'S APPLICATION FOR REGISTRATION AS A BROKER-DEALER AGENT OF MTI IN MASSACHUSETTS, PURSUANT TO M.G.L. C. 110A, 204(A)(2)(A).

Order

Revocation/Expulsion/Denial

THE PRESIDING OFFICER FOUND THE RELIEF REQUESTED BY THE LICENSING SECTION IS IN THE PUBLIC INTEREST, POUTRE AND MTI TO BE IN DEFAULT OF THE DIVISION'S ADMINISTRATIVE COMPLAINT OF AUGUST 8, 2007, AND THE ALLEGATIONS AND CHARGES SET FORTH IN THE ADMINISTRATIVE COMPLAINT, ISSUED THIS ALLOWANCE OF MOTION FOR DEFAULT, DEFAULT ORDER AND ORDER DENYING BROKER- DEALER AGENT REGISTRATION WITH RESPECT TO RESPONDENT POUTRE; AND DENIED THE APPLICATION FOR REGISTRATION OF MICHAEL POUTRE II AS A BROKER-DEALER AGENT OF MAXXTRADE, INC. IN THE COMMONWEALTH OF MASSACHUSETTS.

ON DECEMBER 10, 2007, THE PRESIDING OFFICER FOUND THE RELIEF REQUESTED BY THE LICENSING SECTION IS IN THE PUBLIC INTEREST, POUTRE AND MTI TO BE IN DEFAULT OF THE DIVISION'S ADMINISTRATIVE COMPLAINT OF AUGUST 8, 2007, AND THE ALLEGATIONS AND CHARGES SET FORTH IN THE ADMINISTRATIVE COMPLAINT, ISSUED THIS ALLOWANCE OF MOTION FOR DEFAULT, DEFAULT ORDER AND ORDER DENYING BROKER-DEALER AGENT REGISTRATION WITH RESPECT TO RESPONDENT POUTRE; AND DENIED THE APPLICATION FOR REGISTRATION OF MICHAEL POUTRE II AS A BROKER-DEALER AGENT OF MAXXTRADE, INC. IN THE COMMONWEALTH OF MASSACHUSETTS.

NASD

NASD 2110 AND 8210: POUTRE FAILED TO PROVIDE COMPLETE AND TIMELY INFORMATION TO NASD STAFF DURING ON-SITE EXAMINATION.

Decision & Order of Offer of Settlement

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 $5,000 AND SUSPENDED FROM ASSOCIATION WITH ANY NASD MEMBER IN ANY CAPACITY FOR 10 BUSINESS DAYS. THE SUSPENSION IN ANY CAPACITY WILL BE IN EFFECT FROM DECEMBER 4, 2006 THROUGH DECEMBER 15, 2006. FINES PAID.

IN CONNECTION WITH THE EVENTS RELATED TO THIS DISCLOSURE, MY OFFICE WAS SUBJECT TO AN UNANNOUNCED BRANCH OFFICE EXAMINATION WHEREBY NASD STAFF REQUIRED IMMEDIATE ACCESS TO EMAILS AND OTHER ELECTRONIC COMMUNICATIONS. CERTAIN EMAILS, WHICH I CONSIDERED PERSONAL, HAD BEEN DELETED PRIOR TO THE ARRIVAL OF NASD STAFF. I ARRANGED FOR THE OFFICE'S IT ADMINISTRATOR TO RETRIEVE THE DELETED EMAILS AND PROVIDED THEM TO NASD LESS THAN 24 HOURS LATER. THE CONTENT OF THE EMAILS WERE NOT THE SUBJECT OF THE OFFER AND ORDER, ONLY THEIR UNAVAILABILITY TO NASD DURING THEIR UNANNOUNCED EXAMINATION.