UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SEC Admin Releases 33-10108, 34-78185, IA Release 40-4440, Investment Company Act Release 40-32165 / June 28, 2016: 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 pursuant to Section 8A of the Securities Act of 1933 ("Securities Act"), Sections 15(b) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Sections 203(f) and 203(k) of the Investment Advisers Act of 1940 ("Advisers Act"), and Section 9(b) of the Investment Company Act of 1940 ("Investment Company Act") against Jan E. Helen ("Respondent"). After an investigation, the Division of Enforcement alleges that this matter involves Respondent's misappropriation of investor funds from two pooled investment vehicles that he managed, Janco Energy Partners II, LLC ("JEP II") and Janco Energy Partners III, LLC ("JEP III"). From approximately November 2012 through the present, Respondent has been the sole owner and control person of Janco Properties, LLC ("Janco Properties"), which is the manager and investment adviser to JEP II and JEP III. Pursuant to their offering documents, JEP II and JEP III were formed to invest in working interests in oil and gas exploration. However, from approximately March 2013 through June 2014, Respondent misappropriated investor funds by taking at least $165,200 in unauthorized and undisclosed personal loans. Specifically, between November 2012 and July 2014, JEP II received approximately $711,000 in investor proceeds and from March 2013 to November 2013 Respondent misappropriated approximately $80,200 of those funds. Similarly, between April 2014 and May 2015, JEP III received approximately $470,000 in investor proceeds and in April 2014 - less than a week after JEP III received its first investor contribution - Respondent began misappropriating investor funds from JEP III, in a course of conduct that continued through June 2014 and resulted in Respondent misappropriating approximately $85,000 from JEP III. Due to Respondent's misappropriation, investor funds were not available for their stated purpose of funding oil and gas drilling operations. Respondent's scheme was uncovered during the summer of 2014, during a regulatory review of Respondent's then-broker-dealer. By virtue of this conduct, Respondent willfully violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder with respect to JEP III, and, in the alternative, willfully aided and abetted and caused JEP III's violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder, and willfully violated Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder with respect to JEP II and JEP III.

Order

Bar (Permanent)

any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or NRSRO

Indefinite

1/24/2017

penny stock

Indefinite

1/24/2017

Cease and Desist

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

$45,000.00

Prohibition

Undertaking

FINRA

WITHOUT ADMITTING OR DENYING THE FINDINGS, HELEN CONSENTED TO THE SANCTION AND TO THE ENTRY OF FINDINGS THAT HE FAILED AND REFUSED TO APPEAR FOR ON-THE-RECORD TESTIMONY AS REQUIRED BY FINRA. THE FINDINGS STATED THAT FINRA REQUESTED THAT HELEN APPEAR FOR ON-THE-RECORD TESTIMONY IN CONNECTION WITH AN INVESTIGATION INTO POSSIBLE CONVERSION OR MISUSE OF INVESTOR FUNDS BY HIM. SUBSEQUENTLY, HELEN, THROUGH COUNSEL, INFORMED FINRA THAT HE WOULD NOT APPEAR FOR TESTIMONY ON THE SCHEDULED DATE OR AT A FUTURE DATE.

Acceptance, Waiver & Consent(AWC)

Bar (Permanent)

All Capacities

9/12/2014

FINRA

WILLFULLY VIOLATED SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934, RULE 10B-9 THEREUNDER, VIOLATED FINRA RULE 2010, NASD RULE 3010(B) - JAN HELEN'S MEMBER FIRM LED AN OFFERING OF A PRIVATE PLACEMENT WITH A MINIMUM SALES CONTINGENCY OF $500,000 AND IF THE MINIMUM CONTINGENCY WAS NOT MET BY A CERTAIN DATE, THE PRIVATE PLACEMENT MEMORANDUM (PPM) INDICATED THE ISSUER WOULD REJECT ALL SUBSCRIPTIONS AND RETURN ALL FUNDS TO INVESTORS. ALTHOUGH THE CONTINGENCY HAD NOT BEEN MET BY THE CLOSING DATE, NO FUNDS WERE RETURNED TO INVESTORS AND THE FIRM DID NOT TAKE STEPS TO EXTEND THE OFFERING PERIOD BY OBTAINING INVESTOR CONSENT. INSTEAD, THE ISSUER RETAINED PREVIOUSLY INVESTED FUNDS FROM SEVERAL INVESTORS, THE FIRM CONTINUED TO RAISE ADDITIONAL FUNDS, AND ALSO RETAINED AND PARTIALLY EXPENDED A PORTION OF FUNDS PRIOR TO THE SATISFACTION OF THE CONTINGENCY. PURSUANT TO HELEN'S INSTRUCTIONS, A FIRM EMPLOYEE DEPOSITED $50,000 INTO THE FIRM'S BANK ACCOUNT. THE FUNDS WERE INTENDED TO BE INVESTED IN THE OFFERING BUT WERE NEVER FORWARDED TO THE ISSUER. BASED UPON HELEN'S BELIEF THAT THE FIRM WAS OWED OFFERING COMMISSIONS BY THE ISSUER, HE RETAINED THE FUNDS. THE FIRM SPENT A PORTION OF THE $50,000 DEPOSITED BEFORE THE OFFERING WAS FULLY SUBSCRIBED. THE REPRESENTATION IN THE PPM THAT INVESTOR FUNDS WOULD BE RETURNED IF THE CONTINGENCY WAS NOT MET BY A SPECIFIC DATE WAS RENDERED FALSE WHEN THE FIRM FAILED TO RETURN OR CAUSE THE RETURN OF INVESTOR FUNDS WHEN THE CONTINGENCY WAS NOT MET BY THAT DATE. HELEN CAUSED THE FIRM TO FAIL TO MAKE AND KEEP REQUIRED RECORDS FOR THE OFFERING: THE FIRM FAILED TO MAINTAIN COPIES OF SUBSCRIPTION AGREEMENTS FOR ANY INVESTORS IN THE OFFERING (THEY WERE HELD BY THE ISSUER); THE FIRM DID NOT MAINTAIN CUSTOMER ACCOUNT RECORDS FOR SOME OF THE INVESTORS; AND NEW ACCOUNT FORMS HAD MISSING INFORMATION. THE FIRM, ACTING BY AND THROUGH HELEN, MAINTAINED WRITTEN SUPERVISORY PROCEDURES (WSPS) THAT WERE NOT REASONABLY DESIGNED TO SUPERVISE ITS PRIVATE PLACEMENT ACTIVITIES. THE PROCEDURES DID NOT ADDRESS ANY OBLIGATION TO CONDUCT DUE DILIGENCE, THE REQUIREMENT TO ESTABLISH AN ESCROW ACCOUNT IN AN OFFERING SUBJECT TO A CONTINGENCY, THE REVIEW OF OFFERING DOCUMENTS OR THE GENERAL OBLIGATION TO SUPERVISE THE ENTIRE OFFERING PROCESS.

Acceptance, Waiver & Consent(AWC)

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

$22,500.00

Suspension

ANY CAPACITY

TWO WEEKS

12/3/2012

12/16/2012

WITHOUT ADMITTING OR DENYING THE FINDINGS, HELEN CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, HE IS FINED $22,500, JOINTLY AND SEVERALLY, AND SUSPENDED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY FOR TWO WEEKS. HELEN UNDERSTANDS THAT THIS SETTLEMENT INCLUDES A FINDING THAT HE WILLFULLY VIOLATED SECTION 10(B) OF THE SECURITIES EXCHANGE ACT OF 1934 AND THAT UNDER ARTICLE III, SECTION 4 OF FINRA'S BY-LAWS, THIS MAKE HIM SUBJECT TO A STATUTORY DISQUALIFICATION WITH RESPECT TO ASSOCIATION WITH A MEMBER. THE SUSPENSION IS IN EFFECT FROM DECEMBER 3, 2012 THROUGH DECEMBER 16, 2012. FINE PAID IN FULL ON 11/19/2012.