NOTE: Stipulations of Fact and Consent to Penalty (SFC); Offers of Settlement (OS); and Letters of Acceptance Waiver, and Consent (AWC) are entered into by Respondents without admitting or denying the allegations, but consent is given to the described sanctions & to the entry of findings. Additionally, for AWCs, if FINRA has reason to believe a violation has occurred and the member or associated person does not dispute the violation, FINRA may prepare and request that the member or associated person execute a letter accepting a finding of violation, consenting to the imposition of sanctions, and agreeing to waive such member's or associated person's right to a hearing before a hearing panel, and any right of appeal to the National Adjudicatory Council, the SEC, and the courts, or to otherwise challenge the validity of the letter, if the letter is accepted. The letter shall describe the act or practice engaged in or omitted, the rule, regulation, or statutory provision violated, and the sanction or sanctions to be imposed.

Bennett Ross, Inc.
AWC/2008011571101

The Firm participated in private placement offerings of preferred stock that an affiliate issued, and each offering claimed an exemption from registration under the Securities Act of 1933, when the offerings were not separate and distinct, and were, therefore, subject to integration. None of the offerings that were offered and sold were registered with the SEC. As a result of the offerings becoming integrated into one offering, the exemption under Regulation D of the Securities Act of 1933 did not apply and the offerings were subject to the securities registration requirements of public offerings. The private placement memoranda for the offerings failed to disclose to customers the existence of the common control of the issuer and the firm. The firm failed to provide or send written disclosure of such common control at or before the completion of the transactions with the customers. 

Bennett Ross, Inc.: Censured; Fined $20,000