RJJ Pasadena Securities, Inc. - Consent Order and Penalty

II STATE OF NEV ADA OFFICE OF THE SECRET AR\' OF STATE SECURITIES DIVISION 1 STATE OF NEVADA WAY, 3RD FLOOR LAS VEGAS, NEV ADA 89119 ln the Matter of: ) ) RJJ PASADENA SECURITIES, INC., (CRD #842S); and NUSHEEN RENA JAVADIZADEH, an individual (CRD # 2923770), TO: Respondents. RJJ Pasadena Securities, Inc. c/o Nusheen Rena Javadizadeh 2520 St. Rose Parkway, Suite Henderson, NV 89075 Nushecn Rena Javadizadeh St. Rose Parkway, Suite 312 Henderson, NV 89075 ) ADMINISTRATIVE CONSENT ORDER ) ) ) ) ) } ) File No. CIC23-111Nevada Secretary Of State Securities Division 'WHEREAS, RJJ PASADENA SECURITIES, INC., CRD No. 8425, is a Nevada-based investment adviser finn located at 2520 St. Rose Parkway, Suite 312, Henderson, NV 89074; WHEREAS, NUSHEEN R. JAVADIZADEH, CRD No. 2923770, {Respondent Javadizadeh), is a Nevada-based investor adviser representative for RJJ Pasadena Securities, Inc.; WHEREAS, on May 31, 2023, the Nevada Securities Division (Pivision), pursuant to the Administrator's authority under NRS • 90.410, commenced an inspection of Respondents to 24 determine their compliance with the Nevada Uniform Securities Act, the Investment Advisers Act of 25 1940, and the various rules and regulations promulgated thereunder; WHEREAS, the Division discovered during the aforementioned inspection that Respondents 27 failed to properly disclose fees charged to clients as required by 303 Nev. Reg. Admin. Regs. Sec. 28 5(2)(h)(2) as amended by LCB File No. R0I 8-21 (May 25, 2023), resulting in an overcharge in fees;

WHEREAS, the Division discovered that Respondents failed to obtain an annual verification of client funds and securities as required by 303 Nev. Reg. Admin. Regs. Sec. 7(11) as amended by 3 LCB File No. R0l8-21 (May 25, 2023); WHEREAS, pursuant to the Act and the regulations adopted !hereunder, Respondents are 5 charged with complying with all applicable requirements while engaged in any securities-related 6 business in or from lhe State of Nevada; WHEREAS, Respondents have cooperated wilh lhe Division's inspec1ion by responding to 8 inquiries and providing documenlary evidence; WHEREAS, Respondents have advised the Division of lheir desire lo resolve the above failures to comply with the requirements ofNcvada's Unifonn Sccurilics Act, consent to the entry of I his Administralivc Conscn1 Order ("Order") for 1he purpose of terminating the Division's inspection and in setllement of the issues contained in lhis Order; and WHEREAS, Respondents elect to pennanently and expressly waive any righl to a hearing l 4 and appeal under lhe Act and/ or seek judicial review under the Nevada Administrative Procedure Act, NRS Chapler 233B, with respect to lhis Order. NOW THEREFORE, lhe Administrator, pursuant to lhc Act, hereby enters the following: I. I. FINDINGS OF FACT Respondent RJJ Pasadena Securities Inc. is a corporation licensed with 1he State of Nevada as an investment adviser, most recently, since March 21, 2019, with its principal place of business located at 2520 S1. Rose Parkway, Suite 312 Henderson, NV 89075. 2. At all times relevant, Nusheen R. Javadizadeh, CRD No. 2923770, is president, chief 23 compliance officer and representative of 1he investment adviser. 3. RJJ Pasadena Securities Inc. has continually operated as an investment adviser wi1hin lhe Slalc of Nevada since March 2I.2019, up through the date of lhis Order. 4. On May 31, 2023, lhe Division initiated an inspection on RJJ Pasadena Securities Inc. -2.

1. RJJ Pasadena Securities Inc. began using the Advyzon platfonn to charge fees in QI 2 2021 and continues to usc the Advyzon to charge fees through the date of this Order. 6. Although RJJ Pasadena Securities Inc. divulges in its ADV disclosures that it will 4 calculate client fees using a quarterly period wrap fee calculation, fees were instead calculated on s days in the billing period through the Advyzon platfonn, resulting in an overcharge in client fees. 7. Additionally, through the Advyzon platform, billing options were selected to include 7 the value of short option positions as opposed to actual values reflected in client custodial statements, 8 which did not include the value of the short option posi1ions. The addition of the short option position values resulted in an overcharge in client fees. 8. Respondents used account values that included short option positions that were not appropria1e, resulting in an overcharge in client fees. 9. Fees collected for the 2022 to 2023 time period resulted in an amount no less than $22,000.00 in overcharges to clients. Although the Division's focus was for time period 2022 to 2023. the Division noted other discrepancics in client fees charged starting in 2021. I 0. Although Respondents had custody of funds and the authority to deduct fees from their clients for services rendered, Respondents failed to obtain an annual verification of client funds and securities. While an annual verification is not always requiredwhen an adviser has custody of funds, Respondents further failed to provide their clients with a detailed billing invoice that itemized their fees, including the fom1ula used to calculate the fees. I. II. CONCLUSIONS OF LA \V The Division has jurisdiction over this matter pursuant to the Act, which authorizes 23 the Division to regulate an entity or person acting as an investment adviser. Specifically, NRS 90.420 24 and NRS 90.630 allows the Oivision, through its Administrator, to take action against Responde11ts 25 for violating the Act ofany regulation or order adopted or issuedunder said Act. 2. Nev. Reg. Admin. Regs. Sec. 5(2)(h)(2) as amended by LCB File No. ROI 8-21 27 (May 25, 2023) provides that an investment adviser or representative of an investment adviser shall -) - not engage in an unethical business practice by misrepresenting to an investment advisory client the 2 nature of advisory fees being charged for investment advisory services. 3. Respondcnis have violated Nev. Reg. Admin. Regs. Sec. 5(2)(h){2) by charging 4 clients based on days in the billing period instead of the method disclosed in their ADV, resulting in an overcharge in client fees. 4. 303 Nev. Reg. Admin. Regs. Sec. 7(11) as amended by LCB File No. R0l8-2I (May 7 25, 2023) provides in part that an investment adviser is not required to obtain an annual verification of client funds and securities, so long that the investment adviser concurrcnHy sends an invoice or 9 statement of the amountof thefee to be deducted, and the itemization of the foe, including tho formula used to calculate the fee, the amounts of assets under management the fee is based on and the time period covered by the fee. 5. Respondents have violated Nev. Reg. Admin. Regs. Sec. 7(11) by failing to obtain an annual verification of client funds and securities, and by failing to provide an invoice or statement itemizing the fee for their investment advisory services. 111. ORDER Finding the following appropriate and in the public's interest, and on the basis of the foregoing, Respondents consent lo the entry of this Order, IT IS HEREBY ORDERED: I. Respondents will cease from violating the Act and will comply with said Act. 2. Respondents will pay the Nevada Secretary of State a civil penalty in the cumulative amount of $20,000.00. 3. Respondents shall submit a check made payable to the Secretary of State in the amount of $1000.00 for its fee for the inspection of Respondents' records performed under NRS • 90.410. The $1000.00 inspection costs are to be submitted to the Division herewith upon signing of this Order. 4. All amounts submitted under this section shall be remitted to:

• I Nevada Secretary of State c/o Eli Beauchamp 1 State of Nevada Way, 3rd Floor Las Vegas, Nevada 89119 5. Respondents shall correct ADV disclosures to reflect accurate billing practices and shall ensure the Firm's fee calculation is reflected in client advisory agreements. 6. In consideration, the Division will take no further enforcement action based upon the circumstances covered by this investigation and Order and close its administrative investigation of the Respondents in connection with the aforementioned activities. 7. Nothing in this Order shall be construed as a waiver of the Division's right to investigate and pursue any violations by Respondents in connection with other activity not set forth herein. 8. Nothing in this Order is intended to limit or create for third parties any private remedies against Respondents. 9. This Order shall be effecctive as of the date on which it is signed by the Administrator as set forth below. IT JS SO ORDERED. DA TED this 18th day of April, 202S. BY ORDER OF THEADMINISTRATOROffice of the Secretary of State, Securities Division ERIN M. HOUSTON Deputy Secretary for Securities Securities Administrator . s - CONSENT TO ENTRY Of ADMINISTRATIVE ORDER Respondents RJJ Pasadena Securities, Inc. and Nusheen Rena Javadizadeh. hereby acknowledge being served with a copy of this Order, have read the foregoing Order, are aware of their rights to a hearing and appeal in this matter. and have waived the same. Respondents specifically acknowledge that a violation of this Order may constitute a felony 7 pursuant to NRS 90.650. Respondents admit the jurisdiction of the Securities Division of the Nevada Office of the Secretary of State and consent to entry of this Order by the Administrator of the Division as settlement of the issues contained within this Order. Respondents state that no promise of any kind or nature, other than the consideration set forth in the Order, was madeto them to induce them to enter into this Order and that they have entered into this Order voluntarily. IS Dated this day of April, 2025. RJJ Pasadena Securities, Inc. Nushecn Rena Javadizadeh (Individually and as a representative of RJJ Pasadena Securities, Inc.)