Government Consultants MA-I/A Municipal Advisor registration (individual) (amended)

FORM MA-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

AMENDMENT TO THE MUNICIPAL ADVISOR’S MOST RECENT FORM MA-I

OMB Number:  3235-0681

Estimated average burden hours per response: 0.5

Form MA-I Applicant's Information

Filer's CIK:

0001616325

Filer's CCC:

Submission Contact Information

Name:

Nicholas Schorr

Phone:

601-982-0005

Email Address:

nschorr@gc-ms.net

Notification Information

Notification will automatically be sent to the Login CIK, Submission Contact, and Primary Issuers. Specify additional addresses below.

Please read the General Instructions for this form and other forms in the MA series, as well as its subsection, "Specific Instructions for Form MA-I," before completing this form. All italicized terms herein are defined or described in the Glossary of Terms appended to the General Instructions.

PART 1

This form must be completed by

Every municipal advisory firm applying for registration or registered as a municipal advisor on Form MA, to provide information regarding each natural person who is an associated person of the firm and engages in municipal advisory activities on the firm's behalf (for purposes of Form MA-I, the "individual"); and

Every natural person (sole proprietor) applying for registration as a municipal advisor on Form MA, to provide additional personal information.

WARNING

Complete this form truthfully.  False statements or omissions may result in denial of a municipal advisor's application, revocation or suspension of such registration, or criminal prosecution.  Form MA-I must be amended promptly whenever any information previously provided becomes inaccurate.  See General Instruction 9. 

Type of Filing:

This is an (check the appropriate box):

Initial Form MA-I

Execution Pages: Before submitting this form, you must complete the Execution Page.

Supporting Documentation: If you are required to make reportable disclosures in the Disclosure Reporting Pages, you must attach the supporting documentation.

Non-Resident Individuals: If the individual is a non-resident of the United States, you must attach a completed Form MA-NR signed by the individual to this Form MA-I at the time of initial filing of Form MA-I. See the General Instructions.

Amendment to the most recent Form MA-I

Amendment to indicate that the individual is no longer an associated person of the municipal advisory firm or no longer engages in municipal advisory activities on its behalf. (If you check this box, complete only Item 1-A and Item 7 below.)

Item 1 Identifying Information

A. The Individual

Full Legal Name:

Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.

Last Name:

Holley

First Name:

Stephen

Middle Name:

Handley

Suffix:

Individual CRD No.: (if any)

1348114

B. Municipal Advisory Firms Where the Individual Is Employed

In providing your responses, please note that the definition of "employee" for purposes of this form includes an independent contractor who engages in municipal advisory activities on behalf of a municipal advisory firm. See Glossary of Terms.

Is the individual employed at more than one municipal advisory firm?

YES NO

Enter the number of municipal advisory firms the individual is employed with (sole proprietors not employed with any other firm enter 1).

(For individuals who are employed with more than one firm, provide the information required by this Item 1-B for each such firm. For sole proprietors, enter the legal name under which you conduct your municipal advisor-related activities, and skip to Item 1-B.1.)

1

Municipal Advisory Firm's CIK:  

Full Legal Name of municipal advisory firm with which the individual is employed: 

Government Consultants, Inc.

Name under which municipal advisor-related business is primarily conducted, if different from above:

Date that the individual's most recent employment with this municipal advisory firm commenced (MM/DD/YYYY):

01-01-2005

Does the individual have an independent contractor relationship with the above-named firm?

YES NO

(1) Municipal Advisory Firm's Registration Information:

Notification will automatically be sent to the Login CIK, Submission Contact, and Primary Issuers. Specify additional addresses below.

Is the municipal advisory firm currently registered on Form MA as a municipal advisor? (Answer "Yes" if you have already filed Form MA and your application for registration on that form has been approved. Otherwise, answer "No.")

YES NO

SEC File No.:

If "No," has the municipal advisory firm filed a Form MA application?

YES NO

Form MA Filing Date: (MM/DD/YYYY):

08-29-2014

EDGAR CIK No.:

0001616325

(2) Office

Enter the requested information for each office of the municipal advisory firm where the individual is or will be physically located, and each office from which the individual is or will be supervised: 

The individual is or will be Located At Supervised From

Start Date:

01-01-2005

Street Address 1:

116 Village Blvd

Street Address 2:

City:

Madison

State/Country:

MS

Postal Code:

39110

Private Residence Check Box: Is the Office of Employment address a private residence?

A private residential address will not be included in publicly available versions of this registration form.

YES NO

Item 2 Other Names

Enter the following information for all other names that the individual has used or is using, or by which the individual is known or has been known, other than the individual´s legal name, since the age of 18. 

This space should include, for example, nicknames, aliases, and names used before or after marriage.

Item 3 Residential History

Starting with the current address, enter the following information for all the individual´s residential addresses for the past 5 years. Leave no gaps greater than three months between addresses. Report changes in an amendment to this form as they occur in the future. Private residential addresses will not be included in publicly available versions of this form.

Current Address

From:

To:

Street Address 1:

Street Address 2:

City:

State/Country:

Postal Code:

Item 4 Employment History

Provide complete employment history of the individual for the past 10 years. Include the municipal advisory firm(s) entered in Item 1-B. Enter the following information for each employer. Account for all time, leaving no gaps longer than three months. Include full- and part-time employment, self-employment, military service, and homemaking. Also include statuses such as unemployed, full-time education, extended travel, or other similar statuses. Such statuses should be entered in the space provided below for "Name of Municipal Advisory Firm or Company." 

Current Employer

From:

01-2005

To: of Municipal Advisory Firm or Company:

Name of Municipal Advisory Firm or Company:

Government Consultants, Inc.

City: of Municipal Advisory Firm or Company:

Madison

State/Country: of Municipal Advisory Firm or Company:

MS

Postal Code:

39110

Municipal Advisor-Related Business?

YES NO

Investment-Related Business?

YES NO

Position Held:

Municipal Advisor

Prior to the Above

Prior employment history must be entered in reverse chronological order.

Prior Address

From (MM/YYYY):

06-1999

To (MM/YYYY):

01-2005

Name of Municipal Advisory Firm or Company:

Holley, Grubbs, Mitcham & Phillips, Ltd

City:

Jackson

State/Country:

MS

Postal Code:

39216

Municipal Advisor-Related Business?

YES NO

Investment-Related Business?

YES NO

Position Held:

Municipal Advisor

Item 5 Other Business

Is the individual currently engaged in any other business either as a proprietor, partner, officer, director, employee, trustee, agent or otherwise?

YES NO

If "Yes", please enter the following details for each other business below:

Other Business

Start Date:

12-2013

Name of Business:

Utility Services LLC

Street Address 1:

8717 Edgewater Blvd.

Street Address 2:

City:

Ocean Springs

State/Country:

MS

Postal Code:

39564

Is this a municipal advisor-related business?

YES NO

Is this an investment-related business?

YES NO

Nature of Business:

Water and sewer utility

Position/Title/Relationship:

Owner

Approximate No. of Hours/Month Devoted to This Business:

20

Description of Duties:

planning, development and financial oversight

Other Business

Start Date:

10-2002

Name of Business:

District Manager, Inc.

Street Address 1:

700 N. 10th Street, Annex Bldg

Street Address 2:

City:

Baton Rouge

State/Country:

LA

Postal Code:

70802

Is this a municipal advisor-related business?

YES NO

Is this an investment-related business?

YES NO

Nature of Business:

Currently holds real estate in Louisiana

Position/Title/Relationship:

Owner

Approximate No. of Hours/Month Devoted to This Business:

1

Description of Duties:

Ownership oversight

Item 6 Disclosure Information

IF THE ANSWER TO ANY OF THE QUESTIONS IN ITEMS 6A – 6J AND 6M IS "YES," PROVIDE DETAILS OF ALL EVENTS OR PROCEEDINGS ON THE APPROPRIATE DISCLOSURE REPORTING PAGES (DRPs).

One event or proceeding may result in the requirement to answer "Yes" to more than one question below.

Refer to the Glossary of Terms for definitions or descriptions of italicized terms.

CRIMINAL ACTION DISCLOSURE

If the answer is "Yes" to any question below in Item 6A or 6B, complete a Criminal Action DRP.

Item 6A.

(1) Has the individual ever:

(a) been convicted of any felony, or pled guilty or nolo contendere ("no contest") to any charge of a felony in a domestic, foreign, or military court?

YES NO

(b) been charged with any felony?

YES NO

(2) Based upon activities that occurred while the individual exercised control over it, has an organization ever:

(a) been convicted of any felony or pled guilty or nolo contendere ("no contest") in a domestic or foreign court to any charge of a felony?

YES NO

(b) been charged with any felony?

YES NO

Item 6B.

(1) Has the individual ever:

(a) been convicted of any misdemeanor or pled guilty or nolo contendere ("no contest") in a domestic, foreign or military court to any charge of a misdemeanor involving: municipal advisory activities or a municipal advisor-related or investment-related business or any fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

YES NO

(b) been charged with any misdemeanor of the kind described in 6B(1)(a)?

YES NO

(2) Based upon activities that occurred while the individual exercised control over it, has an organization ever:

(a) been convicted of any misdemeanor or pled guilty or nolo contendere ("no contest") in a domestic or foreign court to any charge of a misdemeanor of the kind specified in 6B(1)(a)?

YES NO

(b) been charged with any misdemeanor of the kind specified in 6B(1)(a)?

YES NO

REGULATORY ACTION DISCLOSURE

If the answer is "Yes" to any question below in Items 6C-6G(1), complete a Regulatory Action DRP.

Item 6C.

Has the SEC or the CFTC ever:

(1) found the individual to have made a false statement or omission?

YES NO

(2) found the individual to have been involved in a violation of any SEC or CFTC regulation or statute?

YES NO

(3) found the individual to have been a cause of a denial, suspension, revocation, or restriction of the authorization of a municipal advisor-related business or investment-related business to operate?

YES NO

(4) entered an order against the individual in connection with municipal advisor-related or investment-related activity?

YES NO

(5) imposed a civil money penalty on the individual, or ordered the individual to cease and desist from any activity?

YES NO

(6) found the individual to have willfully violated any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, or any rule or regulation under any of such Acts, or any of the rules of the MSRB, or found the individal to have been unable to comply with any provision of such Acts, rules or regulations?

YES NO

(7) found the individual to have willfully aided, abetted, counseled, commanded, induced, or procured the violation by any person of any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, or any rule or regulation under any of such Acts, or any of the rules of the MSRB?

YES NO

(8) found the individual to have failed reasonably to supervise another person subject to his or her supervision, with a view to preventing the violation of any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, or any rule or regulation under any of such Acts, or any of the rules of the MSRB?

YES NO

Item 6D.

(1) Has any other federal regulatory agency or any state regulatory agency or foreign financial regulatory authority ever:

(a) found the individual to have made a false statement or omission or to have been dishonest, unfair or unethical?

YES NO

(b) found the individual to have been involved in a violation of municipal advisor-related or investment-related regulation(s) or statute(s)?

YES NO

(c) found the individual to have been a cause of a denial, suspension, revocation, or restriction of the authorization of a municipal advisor-related or investment-related business to operate?

YES NO

(d) entered an order against the individual in connection with a municipal advisor-related or investment-related activity?

YES NO

(e) denied, suspended, or revoked the individual's registration or license or otherwise, by order, prevented the individual from associating with a municipal advisor-related or investment-related business or restricted his or her activities?

YES NO

(2) Has the individual ever been subject to any final order of a state securities commission (or any agency or office performing like functions), a state authority that supervises or examines banks, savings associations, or credit unions, a state insurance commission (or any agency or office performing like functions), a federal banking agency, or the National Credit Union Administration, that:

(a) bars the individual from association with an entity regulated by such commission, authority, agency, or office, or from engaging in the business of securities, insurance, banking, savings association activities, or credit union activities; or

YES NO

(b) is based on violations of any laws or regulations that prohibit fraudulent, manipulative, or deceptive conduct?

YES NO

Item 6E.

Has any self-regulatory organization or commodities exchange ever:

(1) found the individual to have made a false statement or omission?

YES NO

(2) found the individual to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?

YES NO

(3) found the individual to have been a cause of a denial, suspension, revocation, or restriction of the authorization of a municipal advisor-related or investment-related business to operate?

YES NO

(4) disciplined the individual by expelling or suspending him or her from membership, barring or suspending the individual's association with its members, or restricting the individual's activities?

YES NO

(5) found the individual to have willfully violated any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, or any rule or regulation under any of such Acts, or any of the rules of the MSRB, or found the individual to have been unable to comply with any provision of such Acts, rules or regulations?

YES NO

(6) found the individual to have willfully aided, abetted, counseled, commanded, induced, or procured the violation by any person of any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, or any rule or regulation under any of such Acts, or any of the rules of the MSRB?

YES NO

(7) found the individual to have failed reasonably to supervise another person subject to your supervision, with a view to preventing the violation of any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, or any rule or regulation under any of such Acts, or any of the rules of the MSRB?

YES NO

Item 6F.

Has the individual ever had an authorization to act as an attorney, accountant or federal contractor that was revoked or suspended?

YES NO

Item 6G.

Has the individual been notified, in writing, that he or she is currently the subject of any:

(1) regulatory complaint or proceeding that could result in a "Yes" answer to any part of 6C, D or E?

YES NO

INVESTIGATION DISCLOSURE

If the answer is "Yes" to Item 6G(2) below, complete an Investigation DRP.

(2) investigation that could result in a "Yes" answer to any part of 6A, B, C, D or E? (If "Yes," complete the Investigation Disclosure Reporting Page.)

YES NO

CIVIL JUDICIAL ACTION DISCLOSURE

If the answer is "Yes" to any question below in Item 6H, complete a Civil Judicial Action DRP.

Item 6H.

(1) Has any domestic or foreign court ever:

(a) enjoined the individual in connection with any municipal advisor-related or investment-related activity?

YES NO

(b) found that the individual was involved in a violation of any municipal advisor-related or investment-related statute(s) or regulation(s)?

YES NO

(c) dismissed, pursuant to a settlement agreement, a municipal advisor-related or investment-related civil action brought against the individual by a domestic jurisdiction or foreign financial regulatory authority?

YES NO

(2) Is the individual named in any currently pending civil proceeding that could result in a "Yes" answer to any part of 6H(1)?

YES NO

CUSTOMER COMPLAINT/ARBITRATION/CIVIL LITIGATION DISCLOSURE

If the answer is "Yes" to any question below in Item 6I, complete a Customer Complaint/Arbitration/Civil Litigation DRP.

Item 6I.

(1) Has the individual ever been the subject of a municipal advisor-related or investment-related, customer-initiated (written or oral) complaint that alleged that he or she was involved in fraud, false statements, omissions, theft, embezzlement, wrongful taking of property, bribery, forgery, counterfeiting, extortion, or dishonest, unfair or unethical practices, which:

(a) is still pending, or;

YES NO

(b) was settled?

YES NO

(2) Has the individual ever been the subject of a municipal advisor-related or investment-related, customer-initiated arbitration or civil litigation that alleged that he or she was involved in fraud, false statements, omissions, theft, embezzlement, wrongful taking of property, bribery, forgery, counterfeiting, extortion, or dishonest, unfair or unethical practices, which:

(a) is still pending, or;

YES NO

(b) resulted in an arbitration award or civil judgment against the individual, regardless of amount, or;

YES NO

(c) was settled?

YES NO

TERMINATION DISCLOSURE

If the answer is "Yes" to any question below in Item 6J, complete a Termination DRP.

Item 6J.

Has the individual ever voluntarily resigned, been discharged or permitted to resign after allegations were made that accused him or her of:

(1) violating municipal advisor-related or investment-related statutes, regulations, rules, or industry standards of conduct?

YES NO

(2) fraud or the wrongful taking of property?

YES NO

(3) failure to supervise in connection with municipal advisor-related or investment-related statutes, regulations, rules or industry standards of conduct?

YES NO

FINANCIAL DISCLOSURE

Item 6K.

Within the past 10 years:

(1) has the individual made a compromise with creditors, filed a bankruptcy petition or been the subject of an involuntary bankruptcy petition?

YES NO

(2) based upon events that occurred while the individual exercised control over it, has an organization made a compromise with creditors, filed a bankruptcy petition or been the subject of an involuntary bankruptcy petition?

YES NO

(3) based upon events that occurred while the individual exercised control over it, has a broker or dealer been the subject of an involuntary bankruptcy petition, had a trustee appointed, or had a direct payment procedure initiated under the Securities Investor Protection Act?

YES NO

Item 6L.

Has a bonding company ever denied, paid out on, or revoked a bond for the individual?

YES NO

JUDGMENT/LIEN DISCLOSURE

If the answer is "Yes" to any question below in Item 6M, complete a Judgment/Lien DRP.

Item 6M.

Are there currently any unsatisfied judgments or liens against the individual?

YES NO

Item 7 Signature and Self-Certification

NOTE:  In addition to completing Item 7, to the extent that the individual is a non-resident, a Form MA-NR completed and signed by the individual must be attached as an exhibit to this Form MA-I.

Complete Either Subpart A or Subpart B:

By typing a name in the signature field, the signatory acknowledges and represents that the entry constitutes in every way, use, or aspect, his or her legally binding signature.

A. For Municipal Advisory Firms filing this form:

The municipal advisory firm has obtained and retained written consent from the individual that service of any civil action brought by, or notice of any proceeding before, the SEC or any self-regulatory organization in connection with the individual's municipal advisory activities may be given by registered or certified mail to the individual's address given in Item 1.

I, the undersigned, sign this Form MA-I on behalf of, and with the authority of, the municipal advisory firm that is filing this form. The municipal advisory firm and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this Form MA-I, including exhibits and any other information submitted, are true and correct, and that I am signing this Form MA-I as a free and voluntary act.

Date:

12-18-2024

By (signature):

Nicholas Schorr

Title:

Chief Compliance Officer

B. For Natural Person Municipal Advisors (Sole Proprietors) filing this form:

The individual named below consents that service of any civil action brought by, or notice of any proceeding before, the SEC or any self-regulatory organization in connection with the individual's municipal advisory activities may be given by registered or certified mail to the individual's address given in Item 1.

I, the undersigned, certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this Form MA-I, including exhibits and any other information submitted, are true and correct, and that I am signing this Form MA-I Execution Page as a free and voluntary act.

Date:

Full Legal Name of Municipal Advisor:
Enter all the letters of each name and not initials or other abbreviations. If no middle name, enter NMN on that line.

Last Name:

First Name:

Middle Name:

Suffix:

Individual CRD No. (if any):

By (signature):

Warning: Intentional misstatements or omissions of fact constitute Federal criminal violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).12.

REGULATORY ACTION DISCLOSURE REPORTING PAGE (MA-I)

REGULATORY ACTION DRP - PART 1

This Disclosure Reporting Page (DRP MA-I) is an INITIAL ORAMENDED response to report details for affirmative response(s) to Question(s) 6C, 6D, 6E, 6F and 6G(1) on Form MA-I.

Check the question(s) to which this DRP pertains:

  6C(1)

  6D(1)(a)

6E(1)

6F

6G(1)

6C(2)

6D(1)(b)

6E(2)

6C(3)

6D(1)(c)

6E(3)

6C(4)

6D(1)(d)

6E(4)

6C(5)

6D(1)(e)

6E(5)

6C(6)

6D(2)(a)

6E(6)

6C(7)

6D(2)(b)

6E(7)

6C(8)

Is this DRP an amendment that seeks to remove a previously filed DRP concerning the individual from the record?

YES NO

If "Yes," the reason the DRP should be removed is:

The event or proceeding was resolved in the individual's favor
The DRP was filed in error.

Explain the circumstances:
                     

How to Report an Event or Proceeding on a Regulatory Action DRP :  Use a separate DRP for each event or proceeding . One event may result in more than one affirmative answer to the above items. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.

DRP On File for This Event : Is an accurate and up-to-date DRP containing the information regarding the individual required by this DRP already on file (a) in the IARD or CRD system (with a Form ADV, BD, or U4), or (b) in the SEC's EDGAR system (with a Form MA or Form MA-I)?

YES NO

Note: The filer may identify a DRP filed by the individual directly, or filed by another SEC registrant about the individual as an associated person.

NOTE: The completion of all or any part of this form does not relieve the individual or any municipal advisor with which the individual is associated of the obligation to update any relevant Form MA or IARD or CRD records.

REGULATORY ACTION DRP - PART 2

1. Regulatory Action was initiated by:

Other Federal Authority

A. Select the Appropriate Item.

Select only one box below. A separate Regulatory Action DRP is required for each such regulator or other authority.

SEC

State

Foreign Financial Regulatory Authority

CFTC

SRO

Federal Banking Agency  

National Credit Union Administration

Other Federal Authority

Other:
(specify)

B. Full name of the individual regulator (if not fully identified in Item 1 - A.) or other authority that initiated the action.

For a foreign financial regulatory authority, please provide the full name in English.

Office of the Mississippi Secretary of State Business Regulation and Enforcement Division

2. Sanction(s) Sought

(select all that apply):

Bar (Permanent)

Disgorgement  

Restitution

Bar (Temporary/Time Limited)  

Expulsion  

Requalification

Cease and Desist

Injunction  

Revocation

Censure  

Prohibition  

Suspension  

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

Reprimand  

Undertaking

Denial  

Rescission

Other Sanction(s) Sought

(list each such additional sanction):

(specify)

3. Date Initiated(MM/DD/YYYY):

Exact   Explanation

If not exact, provide explanation:

4. Regulatory Action was brought in

(if brought in a foreign jurisdiction, provide all the information below in English):

A. Name of the Administrative Proceeding, Commission/Agency Hearing, or Other Regulatory Proceeding or Forum:

Office of Mississippi Secretary of State

B. Location of the Proceeding/Hearing:

Street Address:

700 North Street

City or County:

Jackson

State/Country:

MISSISSIPPI  

Postal Code:

39205

C. Docket/Case Number:  

Adm Hearing No. S-04-0359

5. Employing Firm:  

Provide the full legal name of the individual's employing firm, if any, when the activity occurred which led to the regulatory action (if there was no such employing firm at that time, enter "None"). Enter the employing firm's MA and CRD registration numbers, if any.

A. Employing Firm:

Greentree Investment Advisors Inc

B. Municipal Advisor Registration Number, if any:

C. CRD Number, if any:

1348114

6. A. Principal Product Type

Check the appropriate item.

No Product

Annuity-Charitable

Direct Investment-DPP & LP Interest

Oil & Gas

Annuity-Fixed  

Equipment Leasing

Options

Annuity-Variable

Equity Listed (Common & Preferred Stock)  

Penny Stock

Banking Product

Equity-OTC

Prime Bank Instrument (other than CD)

CD

Futures-Commodity

Promissory Note

Commodity Option

Futures-Financial  

Real Estate Security

Debt-Asset Backed

Index Option

Security Futures

Debt-Corporate  

Insurance

Security-based Swap

Debt-Government     

Investment Contract

Swap

Debt-Municipal  

Money Market Fund

Unit Investment Trust

Derivative

Mutual Fund  

Viatical Settlement

Other Principal Product Type:

(specify)

B. Other Product Types?

Yes No

If "Yes," describe each additional product type:

7. Allegations:  Describe the allegations related to this regulatory action. (The response must fit within the space provided.)

Holley was the subject of a $2,000.00 fine and consent order, jointly with since dissolved state registered IA Greentree Investment Advisors, in connection with failure to update disclosures to reflect the NASD matter reported on Holley's CRD.

8. Current Status:  

Pending   On Appeal     Final

9. Pending: If you checked "Pending" in Item 8, provide the following information.

A. Date Served:

The date that notice or other process was served (MM/DD/YYYY):

Exact   Explanation

If not exact, provide explanation:

B. Limitation or Restrictions:  Are there any limitations or restrictions currently in effect?

YES NO

If the answer is "Yes," provide details:

10. On Appeal - Administrative or Judicial Review of the Regulatory Action:  If you appealed, provide the following information.

A. Name of Regulator or Court Action Appealed To

Provide the name of the US regulator (i.e., the SEC, an SRO, other), federal court, state court or state regulator, or a foreign or international court or regulator to whom the individual appealed. If brought in a foreign jurisdiction, provide all the information below in English.

B. Location of the Regulator or Judicial Court to Whom the individual Appealed:

Street Address:

City or County:

State/Country:

Postal Code:

C. Docket/Case Name:

D. Docket/Case Number:

E. Date Appeal filed (MM/DD/YYYY):

Exact   Explanation

If not exact, provide explanation:

F. Appeal Details (including status):

G. Limitation or Restrictions

Are there any limitations or restrictions currently in effect while on appeal?

YES NO

If the answer is "Yes," provide details:

If you checked "Final" or "On Appeal" in Item 8, complete Items 11 through 13, and
consider Item 14. For actions that are "Pending," skip to Item 14.

11. A. Resolution:  How was the matter resolved?

Check all the applicable boxes that reflect the most recent resolution of the matter by a regulator or a court, whether or not any part of the resolution is on appeal. If any part of the resolution is on appeal, identify in Item 11-B which part is currently on appeal.

Acceptance Waiver & Consent (AWC)

Dismissed

Stipulation and Consent

Consent   

Judgment Rendered   

Withdrawn

Decision     

Order

Other (requires explanation)

Decision & Order of Offer of Settlement     

Settled

Appealed

Affirmed

Vacated Nunc Pro Tunc/ab initio

Vacated & Returned For Further Action

Vacated/Final

Other (requires explanation)

B. Explanation

If more than one box in Item 11-A. is checked, or Other is checked, or Item 11-A. otherwise does not adequately summarize the type of resolution, provide an explanation. For example, if the individual appealed all or part of a resolution by the regulator or court, indicate what is being appealed.

C. Order:

If Order is checked above in Item 11-A., does the order constitute a final order based on violations of any laws or regulations that prohibit fraudulent, or deceptive conduct?

YES NO

12. Resolution Date (MM/DD/YYYY):

(For a resolution that is being appealed in part, the date to be provided should be the date on which the regulator (reviewing a decision by an SRO or an Administrative Law Judge) or a court provided its resolution.)

Exact   Explanation

If not exact, provide explanation:

13. Resolution Detail:

A. Sanction(s): Was / were any Sanction(s) Ordered ?

YES NO , none were ordered

B. If "Yes," check each individual sanction below that was ordered :  

Bar (Permanent)

Disgorgement*

Restitution*

Bar (Temporary/Time Limited)  

Expulsion  

Requalification

Cease and Desist  

  Injunction

Revocation

Censure

Prohibition

Suspension

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

Reprimand

Undertaking

Denial

Rescission

* Monetary Sanction(s)

Were one or more sanctions ordered that required a monetary payment?

YES NO

If "Yes," enter the total amount ordered :

$

Other Sanction(s) Ordered (list each such additional sanction):

C. Sanction Detail (Provide the details of the following specific sanctions, if checked above in Item 13-B.)

(1) Barred, Enjoined, or Suspended:

  If you selected one or more of these sanctions in Item 13-B. above, provide the corresponding information.

(a) Barred

If the individual in the above action one or more bars from registration capacities, associations, and/or other activities, and the terms specify different time periods, report each in a separate entry.

(i) Duration (length of time): 

Permanent (not limited by length of time).
Temporary / Time Limited.

Specify the

Days

Months

Years

(ii) Start Date (MM/DD/YYYY):

Exact   Explanation

(iii) End Date (MM/DD/YYYY):

Exact   Explanation

(iv) Description: Provide remaining details, including any explanation boxes checked above, and the registration capacities affected (General Securities Principal, Financial Operations Principal, etc.):

(b) Enjoined

If the individual received in the above action one or more injunctions from registration capacities, associations, and/or other activities, and the terms specify different time periods, report each in a separate entry.

(i) Duration (length of time): 

Permanent (not limited by length of time).
Temporary / Time Limited.

Specify the

Days

Months

Years

(ii) Start Date (MM/DD/YYYY):

Exact   Explanation

(iii) End Date (MM/DD/YYYY):

Exact   Explanation

(iv) Description: Provide remaining details, including any explanation boxes checked above, and the registration capacities affected (General Securities Principal, Financial Operations Principal, etc.):

(c) Suspended

If the individual received in the above action one or more suspensions from registration capacities, associations, and/or other activities, and the terms specify different time periods, report each in a separate entry.

(i) Duration (length of time): 

Permanent (not limited by length of time).
Temporary / Time Limited.

Specify the

Days

Months

Years

(ii) Start Date (MM/DD/YYYY):

Exact   Explanation

(iii) End Date (MM/DD/YYYY):

Exact   Explanation

(iv) Description: Provide remaining details, including any explanation boxes checked above, and the registration capacities affected (General Securities Principal, Financial Operations Principal, etc.):

(2) Requalification:  

Was requalification by examination, retraining, or other process a condition of a sanction?

YES NO

(a) Length of time given to requalify, retrain, or complete other process:

No time period is specified.
Time period is specified:

Days

Months

Years

(b) Type of examination, retraining, or other process required:

(c) Was the condition satisfied?

If "Yes," provide the date (MM/DD/YYYY):

If "No," explain the circumstances:

(3) Monetary Sanction(s):  If you indicated in Item 13B above that one or more monetary sanctions were ordered, provide the following information.

(a) Total Amount Ordered:

$

(b) Portion levied against the individual:

(i) Amount Ordered :

$

(ii) Was any portion waived?

YES NO

If "Yes," how much?

$

(iii) Final Amount:

$

(iv) Was final amount paid in full?

YES NO

If "Yes," date paid in full:

If "No," explain the circumstances:

14. Summary of Circumstances (Optional):

You may use this space to provide a brief summary of the circumstances leading to the action, allegation(s), finding(s) and disposition(s), if any. Include any relevant information on the current action status, and on any terms, conditions, and dates not already provided above, and any other relevant information. The information must fit within the space provided.

REGULATORY ACTION DISCLOSURE REPORTING PAGE (MA-I)

REGULATORY ACTION DRP - PART 1

This Disclosure Reporting Page (DRP MA-I) is an INITIAL ORAMENDED response to report details for affirmative response(s) to Question(s) 6C, 6D, 6E, 6F and 6G(1) on Form MA-I.

Check the question(s) to which this DRP pertains:

  6C(1)

  6D(1)(a)

6E(1)

6F

6G(1)

6C(2)

6D(1)(b)

6E(2)

6C(3)

6D(1)(c)

6E(3)

6C(4)

6D(1)(d)

6E(4)

6C(5)

6D(1)(e)

6E(5)

6C(6)

6D(2)(a)

6E(6)

6C(7)

6D(2)(b)

6E(7)

6C(8)

Is this DRP an amendment that seeks to remove a previously filed DRP concerning the individual from the record?

YES NO

If "Yes," the reason the DRP should be removed is:

The event or proceeding was resolved in the individual's favor
The DRP was filed in error.

Explain the circumstances:
                     

How to Report an Event or Proceeding on a Regulatory Action DRP :  Use a separate DRP for each event or proceeding . One event may result in more than one affirmative answer to the above items. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.

DRP On File for This Event : Is an accurate and up-to-date DRP containing the information regarding the individual required by this DRP already on file (a) in the IARD or CRD system (with a Form ADV, BD, or U4), or (b) in the SEC's EDGAR system (with a Form MA or Form MA-I)?

YES NO

Note: The filer may identify a DRP filed by the individual directly, or filed by another SEC registrant about the individual as an associated person.

Provide the applicable information indicated below that identifies where the DRP may be found.

1. Form ADV, BD, or U4 Filing

2. Form MA Filing

3. Form MA-I Filing

1. Form ADV, BD, or U4 Filing: For a DRP filed on the IARD or CRD system with one of these forms, provide the following information:

Name on Registration:

Stephen Handley Holley

CRD No.:

1348114

Disclosure Occurrence No:

1

2. Form MA Filing:  For a DRP filed on EDGAR with a Form MA, provide the following information:

Name on Registration:

MA Registration Number:

Date of filing that contains the DRP (MM/DD/YYYY):

Accession number of the filing:

3. Form MA-I Filing: For a DRP filed on EDGAR with a Form MA-I, provide the following information:

Name of Individual:

MA-I File Number:

Date of filing that contains the DRP (MM/DD/YYYY):

Accession number of the filing:

NOTE: The completion of all or any part of this form does not relieve the individual or any municipal advisor with which the individual is associated of the obligation to update any relevant Form MA or IARD or CRD records.

REGULATORY ACTION DISCLOSURE REPORTING PAGE (MA-I)

REGULATORY ACTION DRP - PART 1

This Disclosure Reporting Page (DRP MA-I) is an INITIAL ORAMENDED response to report details for affirmative response(s) to Question(s) 6C, 6D, 6E, 6F and 6G(1) on Form MA-I.

Check the question(s) to which this DRP pertains:

  6C(1)

  6D(1)(a)

6E(1)

6F

6G(1)

6C(2)

6D(1)(b)

6E(2)

6C(3)

6D(1)(c)

6E(3)

6C(4)

6D(1)(d)

6E(4)

6C(5)

6D(1)(e)

6E(5)

6C(6)

6D(2)(a)

6E(6)

6C(7)

6D(2)(b)

6E(7)

6C(8)

Is this DRP an amendment that seeks to remove a previously filed DRP concerning the individual from the record?

YES NO

If "Yes," the reason the DRP should be removed is:

The event or proceeding was resolved in the individual's favor
The DRP was filed in error.

Explain the circumstances:
                     

How to Report an Event or Proceeding on a Regulatory Action DRP :  Use a separate DRP for each event or proceeding . One event may result in more than one affirmative answer to the above items. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.

DRP On File for This Event : Is an accurate and up-to-date DRP containing the information regarding the individual required by this DRP already on file (a) in the IARD or CRD system (with a Form ADV, BD, or U4), or (b) in the SEC's EDGAR system (with a Form MA or Form MA-I)?

YES NO

Note: The filer may identify a DRP filed by the individual directly, or filed by another SEC registrant about the individual as an associated person.

Provide the applicable information indicated below that identifies where the DRP may be found.

1. Form ADV, BD, or U4 Filing

2. Form MA Filing

3. Form MA-I Filing

1. Form ADV, BD, or U4 Filing: For a DRP filed on the IARD or CRD system with one of these forms, provide the following information:

Name on Registration:

Stephen Handley Holley

CRD No.:

1348114

Disclosure Occurrence No:

2

2. Form MA Filing:  For a DRP filed on EDGAR with a Form MA, provide the following information:

Name on Registration:

MA Registration Number:

Date of filing that contains the DRP (MM/DD/YYYY):

Accession number of the filing:

3. Form MA-I Filing: For a DRP filed on EDGAR with a Form MA-I, provide the following information:

Name of Individual:

MA-I File Number:

Date of filing that contains the DRP (MM/DD/YYYY):

Accession number of the filing:

NOTE: The completion of all or any part of this form does not relieve the individual or any municipal advisor with which the individual is associated of the obligation to update any relevant Form MA or IARD or CRD records.

JUDGMENT/LIEN DISCLOSURE REPORTING PAGE (MA-I)

JUDGMENT/LIEN DRP PART 1

This Disclosure Reporting Page (DRP MA-I) is an INITIAL orAMENDED response to report details for an affirmative response to Question 6M on Form MA-I.

Is this DRP an amendment that seeks to remove a previously filed DRP concerning the individual from the record?

YES NO

The reason the DRP should be removed is:

The event or proceeding was resolved in the individual's favor
The DRP was filed in error.

How to Report an Event or a Judgment/Lien on a Judgment/Lien DRP: If multiple, unrelated events result in the same affirmative answer, details relating to each separate event must be provided on a separate Judgment/Lien DRP.

DRP on File for This Event:Is an accurate and up-to-date DRP containing the information regarding the individual required by this DRP already on file (a) in the IARD or CRD system (with a Form ADV, BD, or U4), or (b) in the SEC's EDGAR system (with a Form MA or Form MA-I)?

YES NO

Note: The filer may identify a DRP filed by the individual directly, or filed by another SEC-registrant about the individual as an associated person.

Provide the applicable information indicated below that identifies where the DRP may be found.

NOTE: The completion of all or any part of this form does not relieve the individual or any municipal advisor with which the individual is associated of the obligation to update any relevant Form MA, or IARD or CRD records.

JUDGMENT/LIEN DRP PART 2

1. Judgment/Lien Amount:

$

2. Judgment/Lien Holder:

Internal Revenue Service

3. Judgment/Lien Type:

Civil Tax

4. Date Filed (MM/DD/YYYY):

07-30-2007

Exact Explanation

If not exact, provide explanation:

Filing date is unknown. Period in question was prior to 2007.

5. Formal Action Was Brought In:

(If brought in a foreign jurisdiction, provide all the information below in English):

Federal Court

Military Court

State Court

Foreign Court

International Court

Other:
(specify)

A. Name of the Court:

unknown

B. Location of the Court

Street Address:

unknown

City or County:

unknown

State/Country:

XX

Postal Code:

unknown

C. Docket / Case Name:

unknown

D. Docket / Case Number:

unknown

6. Is Judgment / Lien outstanding?

YES NO
If “Yes,” skip to item 8. If “No,” complete item 7.

7. Provide:

A. Status Date(MM/DD/YYYY):

ExactExplanation

If not exact, provide explanation:

B. How was matter resolved? (select appropriate item):

Discharged

Released

Removed

Satisfied

Other (provide explanation):
(specify)

8. Summary of Circumstances (Optional):

You may use this space to provide a brief summary of the circumstances leading to the action as well as the current status or final disposition. Include any other relevant information. The information must fit within the space provided.

It was recently determined that a lien was filed quite some time ago by an IRS agent based on her opinion that a Form 941, quarterly employment tax return was not filed. It was determined that there were no employees during the period and no liability existed to file the return. It appears that the agent never removed the lien. We are in the process of contacting the IRS in order to have the lien removed. There is no monetary liability to be paid.