Accomplishments

Walter A. Kapuscinski

Accomplishment and Employment Biography

PART ONE: SECURITIES INDUSTRY ADVISORY AND CONSULTING EXPERIENCE

Over fifty years of progressive administrative, compliance, options, trading and sales supervisory, and operational related experience in both the public and private sectors, and qualified in the US as a General Securities Principal, Registered Options and Security Futures Principal, Municipal Securities Principal, General Securities Sales Supervisor, Branch Office Manager, Registered Representative, Investment Banking Representative, Operations Professional, and previously in the UK as a Manager, and General Representative. Associated with the Securities Industry and Financial Markets Association Membership, and formally the Self-Regulation and Supervisory Practices Committees, and is a member of their Compliance and Legal Division, as well as an active arbitrator for the Financial Industry Regulatory Authority, and a former member of the Emerging Markets Traders Association. With this extensive background and depth of experience he has the ability to gage the pulse of the financial service’s market environment as it relates to your specific needs.

Kapco Group Inc
President
December 1998 to Present

Independent advisor to the financial services industry, providing compliance, administrative, operational, trade support, supervisory, and general management advice to local, national, and international financial organizations.

MAJOR CLIENT ASSIGNMENTS

Ongoing Assignments

Securities Administrator and Transfer Agent Service
Chief Compliance Officer
September 2018 to Present

Transfer Agent Services include Shareholder Relations, Record Keeping, Transfer Agency, Dividend/Distribution Paying Agent, and Tax Return Preparation through high performance securities administration including transfer agent services and investor relations software. Oversee general compliance issues and monitoring, and regulatory interaction.

Foreign Owned Broker Providing Investment and Financial Consulting
Chief Compliance Officer
July 2017 to Present

The Firm's core business is facilitating contacts by its foreign affiliates, distributing research created by these affiliates with US major US institutional investors, pursuant to Rule 15a-6 agreements and soliciting transactions in equity securities of foreign issuers. The Firm acts as a selling group participant on a best effort’s basis. The Firm acts as a placement agent or finder in private placements of equity securities under Regulation D or Rule 144A, Duties include general compliance oversight, and regulatory interaction.

Foreign Owned Investment Banking and Financial Advisor
Chief Compliance Officer
December 2016 to Present

The Firm acts as financial adviser in connection with mergeers, acquistions, sales of businesses or assets, corporate divestitures or other corporate restructuring and providing corporate finance advice, including advising issuers in connection with capital raising activities, acting as a finder, including qualifying or soliciting potential institutional investors or transaction participants for M&A; or capital raising transactions and serving as the U.S. intermediating broker for its foreign broker-dealer affiliates pursuant to SEC Rule 15a-6. Duties include general compliance oversight, and regulatory interaction.

Investment and Financial Planning Broker
Chief Compliance Officer
July 2014 to Present

The firm provides a full range of services in the areas of investments and financial counseling to the retail community. Oversee general compliance issues and monitoring, and regulatory interaction.

Concluded Assignments

Domestic Wholesaling and Private Placement Agent
Chief Compliance Officer
March 2017 to May 2019

The Firm acts as a wholesaling broker-dealer, selling interests in various types of direct investment products, including, without limitation, private real estate investment programs and operating businesses, and acts as placement agent or finder in private placements of equity or fixed income securities or placement agent in sales of limited partnership interests in real estate or private operating companies to other broker-dealers or to institutional or accredited investors. Duties include general compliance oversight, and regulatory interaction.

Trading Platform Software Provider
Chief Compliance Officer
June 2018 to February 2019

The Firm provides a trading platform to its broker-dealer clients, for which the Firm may receive compensation or per share compensation related software agreements. Oversee general compliance issues and monitoring, and regulatory interaction.

Domestic Underwriting Broker
President and Chief Compliance Officer
July 2006 to December 2018

The company is an affiliate of a major participant in the shipping industry which combines shipping and energy expertise to provide a broad range of advisory services to industry participants and the investment community. Clients benefit from its worldwide network of contacts in shipping and finance as well as access to resources, deep experience and relationships of its parent company. The firm works closely with leading investment banks and provides introductions, manages relationships, advises on bank selection and structure, and guides management step-by-step through the process of accessing public and private markets. In addition, investment banks and private equity firms rely on the broker dealer for its wide-reaching access to the shipping community. Services include: Public Offerings Advisory and Underwriting; Private Placements and; Mergers & Acquisitions. Duties include Firm Management compliance monitoring, supervisory oversight, and regulatory interaction.

Large Retirement Plan Administrator
Interim Marketing Principal
January 2018 to November 2018

Oversee general marketing and advertising compliance functions as the organization identifies a successor.

January 2015 to January 2016
Interim Chief Compliance Officer

This organization provides clients with retirement plan solutions that combine a flexible and unbiased investment platform, scalable administrative and plan administrative services, and support. Oversee general compliance functions as the organization identifies a successor.

Full Service Broker
Municipal Principal
February 2013 to March 2015

The firm conducts a general brokerage business with domestic customers and investment banking activities. Oversee the firms emerging municipal broker business.

Regional Full Service Broker
Principal
March 2008 to October 2014

The firm is affiliated with other institutions in the financial services business, and has referral or financial arrangements with other broker dealers. Acted as Temporary Chief Compliance Officer in 2014. They conduct a general brokerage business both domestically and with international clients, and provide a variety of products and services.

Oil and Gas Wholesaler
Principal/Chief Compliance Officer
June 2011 to March 2012

The firm participates in the securities business by selling oil and gas interests through other broker dealers, as well as tax shelters and limited partnerships in primary distributions, and is involved in the private placement of securities. Duties include compliance monitoring, supervisory oversight, and regulatory interaction.

Full Service Retail Broker
Options Principal
June 2011 to September 2011

The firm conducts a general securities business with individual clients. Served as Senior Options Principal with overall responsibility for the firm's options business, which included sales and administrative duties.

Investment Boutique
Chief Compliance Officer
October 2010 to March 2011

The firm is a boutique investment bank and institutional broker-dealer focused on providing independent financial advice and unique capital markets expertise to corporate and institutional clients in capital intensive industries and focusing on raising capital efficiently for its clients, and is a leader in At-the-Market issuance (ATM). Duties include General compliance oversight.

Domestic Broker Affiliate of Foreign Company
General Securities Principal
April 2008 to August 2008

This broker dealer is a subsidiary of an international financial institution located in Latin America. The company provides clients the ability to participate in the US marketplace. Duties included general management and supervision of sales and marketing on an interim basis.

Foreign Bank Affiliated Broker
Senior Registered Options Principal
August 2007 to November 2007

This broker dealer is a subsidiary of a major international financial institution located in Latin America and provides clients the ability to participate in the US marketplace. Duties included supervision of sales and marketing of Options products on an interim basis.

Domestic Affiliate of European Bank
Chief Compliance Officer
February 2006 to October 2007

This broker dealer subsidiary of a major international European bank provides clients the ability to originate and structure public offerings of equity, equity-linked and debt securities through underwritings on a firm commitment and best efforts basis; to originate, structure, and distribute private placements of equity, equity-linked and debt securities including transactions marketed via Rule 144a, Regulation S or as traditional private placements; and provide financial advisory services including mergers and acquisitions and financial restructuring services. Duties include compliance monitoring and supervisory oversight.

Venture Capital
Agent
June 2005 to March 2006

Acted as purchasing agent for five New York Stock Exchange Memberships on behalf of a group of individuals that were bearish about the positive impact the ARCA merger would have on the value of a membership.

Domestic Broker
President
April 2005 to April 2006

The Company engaged in the development and distribution of proprietary trading systems to be utilized by institutional and other professional investors.

Large US Bank Affiliated Broker
Chief Compliance Officer
November 2004 to April 2006

Served as Chief Compliance Officer to the brokerage subsidiary of a major US bank and registered transfer agent. Clients included individual, institutional and transfer agent employees. Major duties included management of compliance department personnel, compliance oversight of the creation of sales and marketing material, supervision of trade surveillance process, and operational liaison. Served as primary regulatory interface as Executive Representative with the NASD (now known as FINRA).

High Visibility Broker and Advisor
Vice President
November 1998 to February 2004

Served as Principal Executive Officer to this subsidiary of a major European based international financial organization dealing with private placement of funds to high net worth clients, domestically and internationally. Duties included supervision of sales, marketing, research, and compliance areas, as well as primary regulatory interface (Executive Representative). Secondary responsibilities included Investment Advisor and National Futures Association interface.

US Affiliate of Large Eastern European Broker
Executive Vice President
November 1996 to March 1999

Charged with Chief Administrative Officer responsibility for the general management of this US arm of one of the premier Russian based brokerage organizations. Responsibilities included the day to day supervision of nine registered sales and trading individuals. Oversaw and approved new accounts as well as client interrelationships. Supervisory responsibility included Derivative Products (Options), sales and trading activities, compliance with the proper distribution of new issues, research, and outgoing correspondence. Daily and monthly supervisory, management and compliance responsibilities over customer and firm activities. General oversight of the operational interface with US Clearing firm and overseas affiliated companies. Primary regulatory interface as Executive Representative with the NASD (now known as FINRA).

Distressed Securities Broker
Vice President
February 1997 to October 1997

Served as Senior Registered Options Principal of a major player involved in the marketing of distressed securities. Charged with the overall responsibility for the firm's options business, which included sales, administrative, and operational duties. Involved in marketing when option products (both listed and over-the-counter) were utilized as part of the overall strategy. Also handled all aspects of compliance for equities (market making) and fixed income products, and acted as the secondary regulatory interface.

Premier Market Maker
Vice President
April 1996 to May 1996

Served as Compliance Officer and participated on compliance related project involving the Market Making division.

Large Consulting Firm
Independent Contractor/Senior Consultant
January 1996 to January 2004

Provided both specialized and general consulting services to the International and Domestic Financial Services Industry. Clients included a variety of Broker/Dealers, Banks, Dealer Banks, Investment Advisors, Hedge Funds, and other providers of Financial Services, and the Financial Services Industry. Specialized in start up companies with both Domestic and International products, providing advice with respect to sales and trading, regulatory management, and registrations, accounting and bookkeeping, payroll and tax reporting, blue sky matters, compliance issues, and legal, audit and regulatory interface. Also provided management, and compliance consulting, including the preparation of customized policy and procedure manuals, for compliance, supervision (front and middle office), as well as operations. This included working with in-house or outside counsel to ensure each unique business facet was addressed and that risk management was not neglected.

PART TWO: SECURITIES INDUSTRY EMPLOYMENT AND SUPERVISORY EXPERIENCE

Affiliated Broker of Large Latin American Bank
Vice President, Secretary, and Director
May 1990 to January 1996

Initially functioned as the Branch Manager and a Principal in the New York Sales office location of a Houston based Broker Dealer, which was an affiliate of the third largest Mexican financial group. Charged with management of the overall sales, marketing and the trading efforts, of the firm's only sales office. Assisted in the relocation of the firms back office functions to New York, and the closing of the Houston facility. Maintained general supervisory duties coupled with that of compliance officer, and performed the functions of Registered Options Principal and Municipal Securities Principal. Was an integral member of a team responsible for the financial growth of the organization to 100 million dollars within five years of its inception.

Corporate Finance Broker
Senior VP and Chief Operating Officer
September 1989 to February 1990

Responsible for day to day management of this corporate finance consulting, underwriting and market making Broker Dealer with primary responsibility for the orderly dissolution and liquidation of the firm including distribution of assets to the partners.

Futures Commission Merchant
President
June 1988 to May 1993

Oversaw all functions and reported to the Board of Directors

Largest Broker Servicing Independent Brokers
First VP, Associate Compliance Director
Compliance Registered Options Principal
May 1987 to September 1989


Supervised firm option business, approved new accounts, advertising and marketing programs. Supervised various Investment Advisory firms, financial consultants, branch audit department, fixed income and municipal bond sales, and the surveillance function.

Largest US Bank Broker Dealer Affiliate
Vice President, Director
Principal Executive Officer
January 1984 to May 1987


Employed by one of the world's largest financial conglomerates as Vice President and Principal Executive Officer of its retail brokerage subsidiary. Reported directly to the Board of Directors. Along with two other principals, helped to create and develop this entity, which when merged with a sister company's ongoing discount consumer brokerage service saw it's capital position grow to well in excess of 8 million dollars.

Subsequently took over all of the general administrative duties of the subsidiary. Responsibilities included the oversight of administrative, compliance, sales/marketing/advertising and trading activities as well as interface with the legal department. This included regulatory overview and interaction, with all operating divisions, and subsidiaries, and acting as liaison with security industry regulators. Also included were restricted securities sales (Rule 144), and enhancement of product services.

Full Service Broker
Vice President, Secretary
Branch Office Manager
May 1983 to January 1984


Managed the main office sales branch and reported directly to the president. Supervised sales and support staff, and was responsible for the day-to-day operations of the sales related activity of the New York operation.

Largest NYSE Specialist
Assistant Director of Compliance
MSRB Principal
January 1983 to May 1983


Responsible for managing the day-to-day functionality of the compliance department, and assisted in the supervision of the firm's municipal securities business.

First Publicly Traded Broker
Assistant Director of Compliance
July 1980 to January 1983

Responsibilities included surveillance of the firm’s equities, fixed income, options business, and compliance related financial reporting for an Investment Advisor affiliate.

Premier Full Service Broker
NY Retail Compliance Manger
March 1976 to July 1980

Assisted senior management with the compliance related functions of the New York branch that consisted of five separate boardrooms.

Large Retail Broker (Wirehouse)
Branch Examiner
September 1975 to March 1976

Conducted routine branch inspections.

Largest Stock Exchange
Regulation and Surveillance
February 1966 to March 1974

Performed various functions that included registration of individuals, review of corporate documentation, and assisting in membership purchases and sales.

Part Three: Education

IONA College Bachelor of Science Degree

Part Four: Securities Industry License Qualifications

Domestic

General Securities Principal
(GP) S24

Compliance Officer
(CR) S14

Registered Options and Security Futures Principal
(OP) S4

Municipal Securities Principal
(MP) S53

General Securities Sales Supervisor
(SU) S9 & 10

Branch Office Manager
(BM) S9 & 10

General Securities Representative Full
(GS) S7

Investment Banking Principal
(BP) S24

Investment Banking Representative
(IB) S79

Interest Rate Option Representative
(IO) S5

Currency Rate Option Representative
(FC) S15

Operations Professional
(OS) S99

Uniform Securities Agent State Law Exam
(AG) S63

International / UK

FSA

Formerly Manager and General Representative.

Part Five: Personal Affiliations

Securities Industry and Financial Markets Association ("SIFMA")

Member Compliance and Legal division

Formerly: A member of the Self-Regulation and Supervisory Practices Committee

Member of the Membership Committee

Arbitrator, FINRA Arbitration Program Chairperson and Panel Member

Formerly a member of the National Society of Compliance Professionals

Formerly a member of the Emerging Markets Traders Association

Participate as an Essay Judge for the Foundation for Investor Education and the Securities Industry and Financial Markets Association.

Notary Public

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