FINRA

WITHOUT ADMITTING OR DENYING THE FINDINGS, SOOJIAN CONSENTED TO THE SANCTION AND TO THE ENTRY OF FINDINGS THAT HE PARTICIPATED IN PRIVATE SECURITIES TRANSACTIONS FOR COMPENSATION WITHOUT GIVING PRIOR WRITTEN NOTICE TO, OR RECEIVING PRIOR WRITTEN APPROVAL FROM, HIS MEMBER FIRM. THE FINDINGS STATED THAT SOOJIAN FRAUDULENTLY OMITTED MATERIAL FACTS IN CONNECTION WITH HIS SALES OF $775,000 OF AN ENTITY'S LIMITED PARTNERSHIP INTEREST SECURITIES TO INVESTORS HE REFERRED TO THE ENTITY. THE FINDINGS ALSO STATED THAT AMONG OTHER THINGS, WHILE SOLICITING INVESTORS AND REFERRING THEM TO THE ENTITY TO INVEST IN THE LIMITED PARTNERSHIP INTERESTS, SOOJIAN FAILED TO DISCLOSE MATERIAL FACTS TO THOSE INVESTORS CONCERNING THE CIVIL DISCIPLINARY AND CRIMINAL HISTORY OF ONE OF THE ENTITY'S PRINCIPALS. SOOJIAN ALSO FAILED TO DISCLOSE MATERIAL FACTS REGARDING HIS COMPENSATION FOR THOSE REFERRALS. BY REASON OF THE FORGOING, SOOJIAN WILLFULLY VIOLATED SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 10B-5 PROMULGATED THEREUNDER.

Acceptance, Waiver & Consent(AWC)

Bar (Permanent)

All Capacities

7/16/2014

SOOJIAN UNDERSTANDS THAT THIS SETTLEMENT INCLUDES A FINDING THAT HE WILLFULLY VIOLATED SECTION 10(B) OF THE EXCHANGE ACT AND RULE 10B-5 THEREUNDER AND THAT UNDER ARTICLE III, SECTION 4 OF FINRA'S BY-LAWS, THIS MAKES HIM SUBJECT TO STATUTORY DISQUALIFICATION WITH RESPECT TO ASSOCIATION WITH A MEMBER.

NEW JERSEY BUREAU OF SECURITIES

FROM 2009 TO 2011, JAY J. SOOJIAN AND OTHERS, FRAUDULENTLY SOLD APPROXIMATELY $12 MILLION OF SECURITIES ISSUED BY THE OSIRIS FUND LIMITED PARTNERSHIP ("OSIRIS FUND" OR "FUND"), WHICH WAS DESCRIBED AS A "HEDGE FUND" FOR THE "LITTLE GUYS" AND "MOMS AND POPS." IN OFFERING AND SELLING THE SECURITIES, THE DEFENDANT FAILED TO DISCLOSE A PARTNER'S NUMEROUS PRIOR CRIMINAL CONVICTIONS INVOLVING THEFT AND FRAUD, INCLUDING A SECURITIES FRAUD CONVICTION FOR, IN A JUDGE'S WORDS, "BILK[ING] UNSUSPECTING PEOPLE OUT OF A SUBSTANTIAL AMOUNT OF MONEY [WITH] NO REMORSE." THE DEFENDANT ALSO FAILED TO DISCLOSE THE MISUSE OF INVESTORS' FUNDS FOR THE BENEFIT OF CERTAIN OTHER INDIVIDUAL DEFENDANTS AND THEIR FAMILY MEMBERS. AS PART OF THE FRAUDULENT SCHEME, FROM AT LEAST MAY 2010 UNTIL THE END OF 2011, FALSIFIED FINANCIAL STATEMENTS WERE SENT TO INVESTORS, WHICH DRASTICALLY OVERSTATED THE OSIRIS FUND'S NET ASSET VALUE ("NAV") BY INCLUDING, AMONG OTHER THINGS, A FICTITIOUS ASSET OF $5 MILLION TO $6.5 MILLION IN THE NAV CALCULATION. THROUGHOUT 2010 AND 2011, INFLATED MANAGEMENT FEES WERE STATED BY BASING THEM ON THE OSIRIS FUND'S OVERSTATED NAV WITH THE FICTITIOUS ASSET. THE INFLATED MANAGEMENT FEES THEN WERE DISTRIBUTED TO CERTAIN INDIVIDUAL DEFENDANTS AND THEIR FAMILY MEMBERS. BY LATE 2011, A COMBINATION OF THE INFLATED MANAGEMENT FEES, MISUSE OF FUNDS, TRADING LOSSES, AND PAYMENTS TO INVESTORS REDUCED THE OSIRIS FUND'S NAV TO NEAR ZERO.

Consent

Disgorgement

$28,000.00

Restitution

$122,000.00

Injunction

HEREBY PERMANENTLY ENJOINED AND RESTRAINED FROM: A. VIOLATING THE SECURITIES LAW; B. ENGAGING IN THE CONDUCT DESCRIBED IN THE VERIFIED COMPLAINT; AND C. ENGAGING IN CONDUCT THAT VIOLATES THE TERMS AND CONDITIONS OF THE ADMINISTRATIVE CONSENT ORDER.

FINRA WAS NOTIFIED OF JUDICIAL ACTION THROUGH DISCLOSURE LETTER ON 9/12/2012.

NEW JERSEY BUREAU OF SECURITIES

SOOJIAN MADE MATERIALLY FALSE AND MISLEADING STATEMENTS AND/OR OMITTED MATERIAL FACTS TO INVESTORS IN CONNECTION WITH THE OFFER AND SALE OF OSIRIS SECURITIES IN VIOLATION OF N.J.S.A. 49:3-52(B); B. SOOJIAN ENGAGED IN AN ACT, PRACTICE AND COURSE OF BUSINESS THAT OPERATED AS A FRAUD AND/OR DECEIT UPON INVESTORS IN VIOLATION OFN.J.S.A. 49:3-52(C); C. SOOJIAN UNLAWFULLY ACTED AS AN AGENT AS DEFINED BY N.J.S.A. 49:3-49(B) WITHOUT BEING REGISTERED WITH THE BUREAU IN VIOLATION OF N.J.S.A. 49:3-56(A); D. SOOJIAN SOLD SECURITIES THAT WERE NOT REGISTERED WITH THE BUREAU IN VIOLATION OF N.J.S.A. 49:3-60; AND SOOJIAN FAILED TO INFORM HIS EMPLOYERS OF HIS PRIVATE SECURITIES TRANSACTIONS AND OUTSIDE BUSINESS ACTIVITIES WITH THE OSIRIS ENTITIES AND DEXTER GROUP, RESULTING IN THE FILING OF A FALSE AND MISLEADING REGISTRATION APPLICATION WITH THE BUREAU THROUGH THE CENTRAL REGISTRATION DEPOSITORY IN VIOLATION OF N.J.S.A. 49:3-54. SOOJIAN ENGAGED IN "DISHONEST AND UNETHICAL PRACTICES IN THE SECURITIES, COMMODITIES, BANKING, INSURANCE OR INVESTMENT ADVISORY BUSINESS," IN VIOLATION OF N.J.S.A. 49:3-58(A)(2)(VII) AND AS DEFINED BY N.J.A.C. 13:47A-6.3 AS FOLLOWS: A. AS AN AGENT OF A BROKER-DEALER, SOOJIAN EFFECTED SECURITIES TRANSACTIONS NOT RECORDED ON THE REGULAR BOOKS OR RECORDS OF THE BROKER-DEALER WHICH HE REPRESENTED, AND NOT AUTHORIZED IN WRITING BY THE BROKER-DEALER PRIOR TO EXECUTION OF THE TRANSACTION; B. SOOJIAN EFFECTED PRIVATE SECURITIES TRANSACTIONS WITHOUT PRIOR AUTHORIZATION TO DO SO; C. SOOJIAN FAILED TO DISCLOSE THE RECEIPT OF COMMISSION TRAILS FROM THE EXECUTION OF PRIVATE SECURITIES TRANSACTIONS, WHICH WERE NOT RECORDED ON THE REGULAR BOOKS AND RECORDS OF THE BROKER-DEALER HE REPRESENTED, AND WITHOUT NOTIFYING AND OBTAINING PRIOR AUTHORIZATION FROM THE BROKER-DEALER HE REPRESENTED REGARDING THE RECEIPT OF SUCH COMMISSIONS; AND D. SOOJIAN FAILED TO INFORM THE BROKER-DEALER HE REPRESENTED OF HIS OUTSIDE BUSINESS ACTIVITIES PRIOR TO ENGAGING IN THOSE ACTIVITIES.

Consent

Suspension

ALL CAPACITIES

TEN (10) YEARS

TEN (10) YEARS FROM THE ENTRY OF THE CONSENT JUDGMENT.

4/22/2013

4/22/2023

SOOJIAN'S REGISTRATIONS WITH THE BUREAU TO ACT AS AN INVESTMENT ADVISER REPRESENTATIVE, AND AS AN AGENT ARE SUSPENDED UNDER N.J.S.A. 49:3-58(A). IN THE EVENT THAT SOOJIAN HAS SATISFIED ALL THE TERMS AND CONDITIONS OF THE CONSENT JUDGMENT, HE MAY RE-APPLY FOR REGISTRATION AS AN INVESTMENT ADVISER REPRESENTATIVE OR AN AGENT, TEN (10) YEARS FROM THE ENTRY OF THE CONSENT JUDGMENT. IF AFTER THE FOREGOING TEN-YEAR SUSPENSION SOOJIAN APPLIES FOR REGISTRATION WITH THE BUREAU AND HIS APPLICATION IS ACCEPTED, SOOJIAN AGREES THAT HIS REGISTRATION WILL BE RESTRICTED WITH A HEIGHTENED SUPERVISION AGREEMENT. THE HEIGHTENED SUPERVISION AGREEMENT SHALL BE REQUIRED TO BE SIGNED BY THE EMPLOYING FIRM, SOOJIAN AND HIS SUPERVISOR. THE TERMS OF THE HEIGHTENED SUPERVISION AGREEMENT WILL BE FINALIZED DURING SOOJIAN'S APPLICATION PROCESS. SOOJIAN IS DENIED ALL EXEMPTIONS CONTAINED IN N.J.S.A. 49:3-50 SUBSECTION (A) PARAGRAPHS 9, 1 0 AND 11 AND SUBSECTION (B). THE EXEMPTIONS TO THE REGISTRATION REQUIREMENTS PROVIDED BY N.J.S.A. 49:3-56(B), N.J.S.A. 49:3-56(C), AND N.J.S.A. 49:3-56(G) ARE REVOKED AS TO SOOJIAN.