STATE OF ILLINOIS, ILLINOIS SECURITIES DEPARTMENT

RESPONDENT WAS SUSPENDED FROM ASSOCATION WITH ANY FINRA MEMBER IN A PRINCIPAL CAPACITY FOR ONE MONTH. IN IILINOIS, THAT IS GROUNDS FOR SUSPENSION OR REVOCATION.

Order

Suspension

ALL CAPACITIES

2 WEEKS

ILLINOIS SUSPENDED THE RESPONDENT'S REGISTRATION AS A SALESPERSON FOR A 2 WEEKS PERIOD FROM 09/25/2013-10/09/2013.

FINRA

FINRA RULE 2010, NASD RULES 2110, 3010: LIAO'S MEMBER FIRM, ACTING THROUGH HIM, EXECUTED AN AGREEMENT TO MARKET AND SELL REGULATION D OFFERING OF PROMISSORY NOTES FOR A MEDICAL RECEIVABLES FINANCING COMPANY. THEREAFTER, THE FIRM SOLD $1,260,049 OF THE NOTES TO SOME CUSTOMERS AND THESE SALES GENERATED FOR THE FIRM APPROXIMATELY $56,700 IN COMMISSIONS. AS CHIEF COMPLIANCE OFFICER AND THE PRESIDENT OF THE FIRM THROUGHOUT THE RELEVANT PERIOD, LIAO WAS RESPONSIBLE FOR ENSURING THAT THE FIRM ESTABLISHED, MAINTAINED AND ENFORCED A SUPERVISORY SYSTEM AND WSPS REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE LAWS, RULES, AND REGULATIONS. THE FIRM MAINTAINED WSPS PERTAINING TO THE SALES OF PRIVATE PLACEMENTS, BUT THE WSPS WERE INADEQUATE IN THAT THEY LACKED SPECIFICS CONCERNING HOW THE FIRM WOULD CONDUCT DUE DILIGENCE, PROCESS PRIVATE PLACEMENT TRANSACTIONS, ENSURE THAT A REGULATION D PRODUCT WAS SUITABLE FOR INVESTORS, AND DOCUMENT THE FIRM'S DECISIONS AND ACTIONS REGARDING PRIVATE PLACEMENT TRANSACTIONS. AS A RESULT OF ITS DEFICIENT SUPERVISORY SYSTEM AND WSPS, THE FIRM, ACTING THROUGH LIAO, FAILED TO CONDUCT ADEQUATE DUE DILIGENCE ON THE OFFERING. SUCH FAILURE PREVENTED THE FIRM AND LIAO FROM LEARNING THAT THE ISSUER HAD EXPERIENCED PAYMENT PROBLEMS ON SOME OF ITS EARLIER NOTE OFFERINGS AND THUS, THE PRIVATE PLACEMENT MEMORANDUM (PPM) MISREPRESENTED THE ISSUER'S PAST PERFORMANCE.

Acceptance, Waiver & Consent(AWC)

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

$20,000.00

Suspension

A PRINCIPAL CAPACITY

ONE MONTH

6/3/2013

7/2/2013

WITHOUT ADMITTING OR DENYING THE FINDINGS, LIAO CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE HE IS FINED $20,000, JOINTLY AND SEVERALLY WITH THE FIRM, AND SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN A PRINCIPAL CAPACITY FOR ONE MONTH. THE SUSPENSION IS IN EFFECT FROM JUNE 3, 2013 THROUGH JULY 2, 2013.

WITHOUT ADMITTING OR DENYING THE FINDINGS, LIAO CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE WAS FINED $20,000, JOINTLY AND SEVERALLY WITH THE FIRM, AND SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN A PRINCIPAL CAPACITY FOR ONE MONTH. THE SUSPENSION IS IN EFFECT FROM JUNE 3, 2013 THROUGH JULY 2, 2013.