Nebraska Department of Banking and Finance

Gemini and Gangahar had willfully violated Section 202 of the Investment Advisers Act of 1940 by engaging in a cherry picking scheme. SEC Order 9-30-2024

Order

Suspension

Suspension is in effect until resolution of a pending Order to Show Cause.

Suspension is in effect until resolution of a pending Order to S

10/16/2024

Suspension is in effect until resolution of a pending Order to Show Cause.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative and cease-and-desist proceedings be, and hereby are, instituted against Gemini Capital Partners LLC ("Gemini") and Kabir Gangahar ("Gangahar") (collectively, "Respondents"). In anticipation of the institution of these proceedings, Respondents have submitted an Offer of Settlement which the Commission has determined to accept. The commission finds that from January 2020 through December 2022 (the "Relevant Period"), Gemini, a stateregistered investment adviser, and Gangahar, the majority owner and control person of Gemini, disproportionately allocated certain profitable trades to themselves in a way that disadvantaged their advisory clients. While the clients achieved cumulative gains on relevant trades allocated to their accounts, and Gemini and Gangahar did not disproportionately allocate losing trades to their clients, disproportionate allocations of certain profitable trades breached Gemini's and Gangahar's fiduciary duties and failed to comply with Gemini's disclosed policy of allocating trades to participating advisory clients on a pro rata basis. As a result, Gemini and Gangahar willfully violated Section 206(2) of the Advisers Act.

Order

Cease and Desist

Disgorgement

$130,322.00

Monetary Penalty other than Fines

$22,803.30

Prohibition

Suspension

Association with a broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or NRSRO

12 months

10/14/2024

10/13/2025

Based on Respondents' sworn representations in their Statement of Financial Condition, the commission is not imposing penalties against the Respondents.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

The staff of the Securities and Exchange Commission has made a preliminary determination to recommend that the Commission file an enforcement action against Gemini Capital Partners LLC and Kabir Gangahar. This proposed action would allege violations of: Section 17(a) of the Securities Act of 1933; Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940.

FINRA

FINRA RULE 2010, NASD RULES 2110, 2510(B): GANGAHAR EXERCISED DISCRETION IN THE ACCOUNTS OF HIS MEMBER FIRM'S CUSTOMERS. ALTHOUGH EACH OF THE CUSTOMERS EITHER EXPRESSLY OR IMPLICITLY AUTHORIZED THE USE OF DISCRETION WITH REGARD TO THEIR ACCOUNTS, GANGAHAR DID NOT OBTAIN PRIOR WRITTEN APPROVAL FROM ANY OF THE CUSTOMERS. IN ADDITION, THE FIRM NEVER APPROVED ANY OF THE ACCOUNTS AS DISCRETIONARY.

Acceptance, Waiver & Consent(AWC)

Censure

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

$10,000.00

WITHOUT ADMITTING OR DENYING THE FINDINGS, GANGAHAR CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE HE IS CENSURED AND FINED $10,000. FINE PAID IN FULL ON JULY 18, 2013.

WITHOUT ADMITTING OR DENYING THE FINDINGS, GANGAHAR CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE HE IS CENSURED AND FINED $10,000.

ATTORNEY STATED THAT THE FORMER FA USED DISCRETION TO PURCHASE UNSUITABLE, HIGH RISK LEVERAGED AND REVERSE LEVERAGED ETFS AND OTHER SECURITIES, AND MISLED THE CLIENT INTO BELIEVING HE WAS IN SAFE INVESTMENTS. DATES OF ALLEGED ACTIVITIES: 1/2008-10/2009.

$50,000.00

$32,000.00

I, KABIR GANGAHAR, DENY ANY WRONGDOING AND, BASED ON THE ADVICE OF COUNSEL, DECIDED TO SETTLE THE MATTER DUE TO THE COST, TIME, AND UNCERTAINTY OF ARBITRATION.