UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SEC ADMIN RELEASE 34-67640, IA RELEASE 3443, INVESTMENT COMPANY ACT OF 1940 RELEASE 30165, ACCOUNTING AND AUDITING ENFORCEMENT RELEASE 3400, AUGUST 10, 2012: THE SECURITIES AND EXCHANGE COMMISSION DEEMED IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTED PURSUANT TO SECTION 15(B)(6) OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT"), SECTIONS 203(E), 203(F), AND 203(K) OF THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT"), SECTIONS 9(B) AND 9(F) OF THE INVESTMENT COMPANY ACT OF 1940 ("INVESTMENT COMPANY ACT"), AND RULE 102(E) OF THE COMMISSION'S RULES OF PRACTICE AGAINST AN INVESTMENT ADVISER ("IA") AND ITS OWNER, DAVID W. DUBE ("DUBE"). THE DIVISION OF ENFORCEMENT ALLEGED: THE IA HAS BEEN REGISTERED WITH THE SEC SINCE 10/07. THE BASIS FOR ITS REGISTRATION WAS ITS STATUS AS AN IA TO AN INVESTMENT COMPANY. DUBE IS PRESIDENT, SOLE MANAGING MEMBER OF THE IA AND WAS ACTING CCO OF A FUND FROM 10/09 UNTIL 06/10. THE IA BECAME THE ADVISER TO A FUND, BY MAJORITY VOTE OF THE SHAREHOLDERS APPROVING A WRITTEN AGREEMENT. THE IA CHARGED AN ANNUAL FEE OF 0.65% OF THE FUND'S AVG. DAILY NET ASSETS. THE IA AGREED TO WAIVE FEES AND/OR REIMBURSE THE FUND FOR EXPENSES INCURRED TO MAINTAIN THE FUND'S TOTAL OPERATING EXPENSES AT 1.5% OF THE FUND'S AVG. DAILY NET ASSETS FOR A 2-YEAR PERIOD ENDING 4/15/10. THROUGHOUT THE AGREEMENT, EXPENSES PAID BY THE FUND, EXCLUSIVE OF ADVISORY FEES, EXCEEDED THE 1.5% CAP. DUE TO THE AGREEMENT, THE IA DID NOT COLLECT ADVISORY FEES. LATE 2008, THE FUND'S BOARD RAISED CONCERNS ABOUT THE IA'S ABILITY TO MEET ITS REIMBURSEMENT OBLIGATION. THE IA FAILED TO REIMBURSE THE FUND FOR EXPENSES IT OWED, RESULTING IN DELAY OF FILING THE ANNUAL REPORT. BY 9/09, THE FUND ACCUMULATED ANOTHER RECEIVABLE FOR EXPENSES OWED. DUBE PROMISED TO REPAY THE FUND, BUT NEVER DID, RESULTING IN DELAY OF FILING THE 2009 ANNUAL REPORT. ULTIMATELY, THE BOARD LIQUIDATED DUBE'S PERSONAL HOLDINGS. IN 3/10, THE FUND'S BOARD REQUESTED DOCUMENTS FROM THE IA AND DUBE. THE BOARD SENT A 2ND REQUEST IN 5/10. THE IA REQUESTED AN EXTENSION OF TIME TO RESPOND BUT FAILED TO PROVIDE ANY DOCUMENTS. IN 6/10, THE BOARD TERMINATED THE IA'S ADVISORY AGREEMENT. IN 4/10, SEC STAFF INITIATED AN EXAMINATION OF THE IA AND THE FUND. THE STAFF FAXED ITS INITIAL DOCUMENT REQUEST LIST TO THE IA AND THE FUND ON 4/7/10. WHEN THE STAFF ARRIVED ON APRIL 14, DUBE DID NOT HAVE ANY DOCUMENTS. DUBE ASSURED EXAMINERS THAT DOCUMENTS WOULD BE FORTHCOMING. THE STAFF PROVIDED THE IA WITH 7 ADDITIONAL REQUESTS FOR DOCUMENTS, INCLUDING REQUESTS FOR FINANCIAL RECORDS RELATING TO THE IA'S ADVISORY BUSINESS. DUBE AND THE IA DID NOT PRODUCE FINANCIAL RECORDS BECAUSE THEY DID NOT EXIST. DUBE TOLD EXAMINERS HE WOULD CREATE THE REQUESTED FINANCIAL RECORDS RELATING TO THE IA. THE STAFF ALSO PROVIDED A DOCUMENT REQUEST TO DUBE FOR DOCUMENTS RELATING TO THE MAINTENANCE OF THE INDEX. AT THE CONCLUSION OF THE FIELD WORK, THE MAJORITY OF THE REQUESTS FOR FINANCIAL RECORDS REMAINED OUTSTANDING, AS WELL AS REQUESTS RELATING TO THE MAINTENANCE OF THE INDEX. THE IA AND DUBE NEVER RESPONDED TO THE STAFF'S DOCUMENT SUBPOENAS, AND DUBE FAILED TO APPEAR FOR INVESTIGATIVE TESTIMONY. ALTHOUGH THE FUND TERMINATED THE IA'S ADVISORY AGREEMENT IN 6/10, THE IA CONTINUES TO BE REGISTERED WITH THE COMMISSION. THE IA HAS NOT FILED A FORM ADV-W OR ANNUALLY AMENDED FORMS ADV FOR ITS FISCAL YEARS ENDED 9/30/2009, 2010, AND 2011. AS A RESULT OF THE CONDUCT, THE IA WILLFULLY VIOLATED SECTION 15(C) OF THE INVESTMENT COMPANY ACT. DUBE WILLFULLY AIDED AND ABETTED AND CAUSED THE IA'S VIOLATIONS. THE IA WILLFULLY VIOLATED SECTION 203A OF THE ADVISERS ACT AND RULE 203A-1(B)(2) THEREUNDER. DUBE WILLFULLY AIDED AND ABETTED AND CAUSED THE IA'S VIOLATIONS.

Order

Bar (Permanent)

ASSOCIATION WITH BROKERS, DEALERS, INVESTMENT ADVISERS, MUNICIPAL SECURITIES DEALERS, TRANSFER AGENTS OR MUNICIPAL ADVISORS

Indefinite

3/5/2013

ASSOCIATION WITH ANY NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS

Indefinite

3/5/2013

Cease and Desist

Denial

FINRA

DUBE FAILED TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO FINRA REQUESTS TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE.

LETTER

Suspension

ALL CAPACITIES

N/A

1/6/2011

PURSUANT TO ARTICLE VI, SECTION 3 OF FINRA BY-LAWS, AND FINRA RULE 9554, DUBE'S FINRA REGISTRATION IS SUSPENDED JANUARY 6, 2011 FOR FAILURE TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO FINRA REQUESTS TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE.

FINRA

FINRA RULE 2010, NASD RULES 2110, 2310, 2510(B), 3010, 3011: DUBE, WHILE SERVING AS PRESIDENT AND AML COMPLIANCE OFFICER FOR HIS MEMBER FIRM, FAILED TO IMPLEMENT AN AML COMPLIANCE PROGRAM THAT WAS REASONABLY DESIGNED TO ACHIEVE AND MONITOR COMPLIANCE WITH THE BANK SECRECY ACT, WHICH RESULTED IN SUSPICIOUS ACTIVITY OCCURRING AT THE FIRM WITHOUT BEING DETECTED AND REPORTED. DUBE FAILED TO IMPLEMENT HIS FIRM'S AML PROCEDURES, WHICH REQUIRED HIM TO MONITOR CUSTOMER'S ACCOUNTS AND TRANSACTIONS FOR SUSPICIOUS ACTIVITY ON A DAILY BASIS, TO CONDUCT INVESTIGATIONS OF SUSPICIOUS ACTIVITY UPON DETECTION OF RED FLAGS, AND TO FILE A SAR-SF. DUBE SERVED AS THE REGISTERED REPRESENTATIVE OF RECORD FOR THE ACCOUNTS IN WHICH RED FLAGS EXISTED AND HE DID NOT IDENTIFY ANY ACCOUNTS AS HAVING SUSPICIOUS ACTIVITY. DUBE FAILED TO IDENTIFY ANY RED FLAGS, DID NOT CONDUCT DUE DILIGENCE WITH RESPECT TO CUSTOMERS' ACCOUNT ACTIVITIES, AND FAILED TO FILE ANY SAR-SFS. DUBE EXERCISED DISCRETION IN THE NON-DISCRETIONARY ACCOUNTS OF TWO CUSTOMERS WITHOUT WRITTEN AUTHORIZATION, AND IN EACH INSTANCE, HE EXERCISED DISCRETION IN THE CUSTOMERS' ACCOUNTS AS DIRECTED BY AN INDIVIDUAL WHO WAS NOT AN OWNER OF THE ACCOUNT. DUBE RECOMMENDED, SOLD AND APPROVED THE SALE OF APPROXIMATELY $830,000 OF THE MEDICAL CAPITAL PROVIDER FUNDING VI (MPFC VI) OFFERING TO CUSTOMERS WITHOUT CONDUCTING ADEQUATE DUE DILIGENCE, WITHOUT HAVING A REASONABLE BASIS FOR RECOMMENDING THE OFFERING AS A SUITABLE PRODUCT, AND FAILED TO ENFORCE THE FIRM'S WRITTEN SUPERVISORY PROCEDURES RELATED TO THE SALE OF THE MPFC VI OFFERING.

Acceptance, Waiver & Consent(AWC)

Bar (Permanent)

All Capacities

11/11/2010

WITHOUT ADMITTING OR DENYING THE FINDINGS, DUBE CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS; THEREFORE, HE IS BARRED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY.

FINRA

RESPONDENT FAILED TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO A FINRA REQUEST TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE.

LETTER

Suspension

ALL CAPACITIES

N/A

9/16/2010

PURSUANT TO ARTICLE VI, SECTION 3 OF FINRA BY-LAWS, AND FINRA RULE 9554, RESPONDENT'S FINRA REGISTRATION IS SUSPENDED SEPTEMBER 16, 2010 FOR FAILURE TO COMPLY WITH AN ARBITRATION AWARD OR SETTLEMENT AGREEMENT OR TO SATISFACTORILY RESPOND TO FINRA REQUESTS TO PROVIDE INFORMATION CONCERNING THE STATUS OF COMPLIANCE.

BREACH OF CONTRACT; BREACH OF FIDUCIARY DUTY; NEGLIGENCE; COMMON LAW FRAUD

$400,000.00

The Award has not been paid.

UNAUTHORIZED, EXCESSIVE AND UNSUITABLE TRADING, BREACH OF FIDUCIARY DUTY,

$198,549.52

The Award has not been paid.