SEC v. Ustocktrade LLC; and Anthony Weeresinghe, No. 1:23-cv-06756, Southern District of New York (Aug. 2, 2023) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.
USTOCKTRADE LLC and
ANTHONY WEERESINGHE,

Defendants.

Case No. 1:23-cv-6756

JURY TRIAL DEMANDED

COMPLAINT
Plaintiff Securities and Exchange Commission (“SEC” or “Commission”) alleges the
following:
SUMMARY
1. Defendants Ustocktrade LLC (“Ustocktrade”) and Anthony Weeresinghe
(“Weeresinghe”) substantially assisted a broker-dealer’s repeated violations of the SEC’s net
capital requirements.  Ustocktrade owned the broker-dealer, and Weeresinghe owned and
controlled Ustocktrade.
2. The net capital provisions of the federal securities laws are designed to ensure that
broker-dealers have adequate liquid assets to meet their obligations to their customers and
creditors.
3. Ustocktrade Securities, Inc. (the “Broker-Dealer”) operated an alternative trading
system that was marketed to college students and other retail investors to engage in day trading
in securities listed on the New York Stock Exchange (“NYSE”) and Nasdaq Stock Market
(“NASDAQ”).  Alternative trading systems use platforms to match buy and sell orders among

2
customers.  Weeresinghe owned and controlled Ustocktrade, which was responsible for much of
the Broker-Dealer’s operations, including operating the Broker-Dealer’s trading platforms.
4. Based on the Broker-Dealer’s business activity, it was prohibited from operating a
securities business if its net capital dropped below $250,000.
5. The Broker-Dealer was not profitable and relied on voluntary infusions of cash
that Weeresinghe paid through Ustocktrade.  Weeresinghe and Ustocktrade, however,
underfunded the Broker-Dealer.  Consequently, the Broker-Dealer’s net capital dropped below
the $250,000 minimum threshold during 11 periods in 2021.
6. An officer of the Broker-Dealer repeatedly requested that Weeresinghe make
capital infusions and warned Weeresinghe that the Broker-Dealer must cease operations while
net capital deficient.  Nevertheless, Weeresinghe and Ustocktrade failed to timely provide the
Broker-Dealer sufficient funds to meet the minimum net capital requirement and continued to
operate the Broker-Dealer’s customer trading platforms to illegally conduct securities
transactions when the Broker-Dealer was net capital deficient.
7. By engaging in the conduct described herein, the Broker-Dealer violated, and
Weeresinghe and Ustocktrade aided and abetted the Broker-Dealer’s violations of, the net capital
provisions of Section 15(c)(3) of the Securities Exchange Act of 1934 (“Exchange Act”), 15
U.S.C. § 78o(c)(3), and Rule 15c3-l thereunder, 17 C.F.R. § 240.15c3-1.
8. As a result of Defendants’ conduct, the SEC seeks permanent injunctive relief and
civil money penalties.

3
JURISDICTION AND VENUE
9. The Court has subject matter jurisdiction over this action pursuant to Sections
21(d) and 27 of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa.
10. The Court has personal jurisdiction over Weeresinghe and Ustocktrade, and venue
is proper in this district, under Section 27 of the Exchange Act, 15 U.S.C. § 78aa, because certain
acts and transactions constituting the violations occurred in this district.  For example, the
unlawful securities transactions while the Broker-Dealer was net capital deficient involved
securities that traded on the NYSE and NASDAQ, which are located in this district.
DEFENDANTS
11. Ustocktrade LLC (Ustocktrade) is a privately-held company headquartered in
Newton, Massachusetts that develops and markets financial technology for the securities and
brokerage industry.  It is the parent company of the broker-dealer Ustocktrade Securities, Inc.
(Broker-Dealer).  Pursuant to an agreement with the Broker-Dealer, Ustocktrade was responsible
for much of the Broker-Dealer’s operations.
12. Anthony Weeresinghe, age 60, is a resident of Chestnut Hill, Massachusetts.
Weeresinghe is the founder, owner, CEO, and chairman of Ustocktrade.  In 2014, Weeresinghe
and Ustocktrade purchased the Broker-Dealer as a broker-dealer shell company.  Thereafter,
Weeresinghe served on the Broker-Dealer’s board of directors.
RELEVANT ENTITY
13. Ustocktrade Securities, Inc. (Broker-Dealer) is a Pennsylvania corporation
headquartered in Newton, Massachusetts, and a wholly-owned subsidiary of Ustocktrade.  It was
registered with the SEC as a broker-dealer from about 1982 through October 2022.  In October
2022, the Broker-Dealer withdrew and terminated its registration with the SEC.

4
FACTS
I. The Roles of the Broker-Dealer, Ustocktrade and Weeresinghe

14. In 2014, Weeresinghe founded Ustocktrade and purchased the Broker-Dealer.
Weeresinghe is the sole member and owner of Ustocktrade, and he served on the Broker-
Dealer’s board of directors.
15. The Broker-Dealer operated an alternative trading system that marketed its
services to retail investors to engage in day trading in securities listed on the NYSE and
NASDAQ.  It acted as an introducing broker and had an arrangement with another registered
broker-dealer that cleared the transactions.  The Broker-Dealer also operated its own proprietary
trading program and acted as the counter-party for customer transactions when a buyer or seller
was not otherwise available.
16. Ustocktrade owned and controlled the Broker-Dealer and managed certain of its
operations.  Importantly, Ustocktrade provided funding to the Broker-Dealer, using capital
provided by Weeresinghe.  In addition, Ustocktrade was responsible for operating the Broker-
Dealer’s customer trading platform; providing trade settlement services; providing customers
with transaction confirmations, monthly account statements, and year-end tax reporting
information; implementing trading compliance systems; creating and maintaining books and
records in connection with the foregoing services; and providing the Broker-Dealer’s payroll
processing, HR services, benefits administration, and general facilities.
II. The Net Capital Provisions

17. Section 15(c)(3) of the Exchange Act, 15 U.S.C. § 78o(c)(3), prohibits a broker-
dealer from effecting any transaction in any security, through the use of the mails or any means
or instrumentality of interstate commerce, in contravention of the rules and regulations that the

5
SEC prescribes in the public interest or to protect investors with respect to the financial
responsibility and related practices of brokers-dealers.  Rule 15c3-l promulgated under the
Exchange Act (“Net Capital Rule”), 17 C.F.R. § 240.15c3-1, requires that a broker-dealer “must
at all times have and maintain net capital” of no less than the minimum requirement applicable to
its business.
18. The Net Capital Rule is designed to ensure that broker-dealers have adequate
liquid assets to meet their obligations to their customers and creditors.
19. Section 15(c)(3) of the Exchange Act prohibits a broker-dealer from effecting
securities transactions while not maintaining the required minimum net capital.  The Net Capital
Rule requires that a broker-dealer must at all times have and maintain net capital of no less than
the minimum requirement applicable to its business.  Here, based on the Broker-Dealer’s
business activity, it was required to maintain minimum net capital of $250,000.  See 17 C.F.R. §
240.15c3-1(a)(1)(ii).
III. The Broker-Dealer’s Net Capital Deficiencies

20. From January 4, 2021 through November 18, 2021, the Broker-Dealer’s net
capital fell below the required minimum of $250,000 during 11 separate periods.  After a net
capital deficiency, Weeresinghe would provide a cash infusion to the Broker-Dealer, through
Ustocktrade, to temporarily return the Broker-Dealer’s capital levels above the required
minimum.  During each period of net capital deficiency, the Broker-Dealer continued to effect
transactions for customers in securities listed on the NYSE and/or NASDAQ, notwithstanding
requirements prohibiting such transactions while a broker-dealer fails to maintain the required
net minimum capital.

6
21. Since the Broker-Dealer launched publicly in 2016, it never had a profitable year
and experienced consistent net operating losses.  And because the Broker-Dealer did not generate
sufficient funds from its operations, it relied on cash infusions from Weeresinghe and
Ustocktrade to comply with minimum net capital requirements.
22. In or about June 2021, an officer of the Broker-Dealer notified Weeresinghe that
the Financial Industry Regulatory Authority (“FINRA”) restricted the Broker-Dealer’s business
lines due to low net capital levels.  In or about September 2021 and November 2021, an officer
of the Broker-Dealer notified Weeresinghe that FINRA had suspended most operations of the
Broker-Dealer due to net capital deficiencies.
23. By November 2021, Weeresinghe had depleted his personal resources and could
no longer contribute capital to the Broker-Dealer to comply with net capital requirements.  On
November 18, 2021, the Broker-Dealer experienced its eleventh and final net capital deficiency.
In late November 2021, with Weeresinghe personally out of money and unable to raise
additional capital, the Broker-Dealer ceased operations.  Weeresinghe directed the Broker-Dealer
to transfer most of its remaining capital, approximately $147,000, to Ustocktrade to pay
operating expenses, which worsened the Broker-Dealer’s net capital deficiency.
24. After the SEC staff began its investigation, in December 2021, the Broker-Dealer
voluntarily began liquidating its remaining assets under FINRA’s oversight.  In August 2022,
FINRA expelled the Broker-Dealer from its membership for failing to file its audited annual
report in violation of SEC and FINRA rules.  In October 2022, the Broker-Dealer withdrew and
terminated its registration with the SEC.
25. Each of the Broker-Dealer’s net capital deficiencies, periods of deficiency, and
amounts of deficiency are set forth below:

7

Deficiency Period
Net Capital on
First Day of Deficiency
Deficiency Amount
1. 01/04/2021  $233,416 –$16,584
2.
01/15/2021 – 01/19/2021 $231,702 –$18,298
3.
01/20/2021 – 01/25/2021 $225,519 –$24,481
4.
01/29/2021 – 02/01/2021 $238,788 –$11,212
5.
02/02/2021 – 02/03/2021 $237,285 –$12,715
6.
02/10/2021 – 02/16/2021 $244,139 –$5,861
7.
02/17/2021 – 03/10/2021 $160,972 –$89,028
8.
05/19/2021 – 05/21/2021 $242,510 –$7,490
9.
06/01/2021 – 07/08/2021 $234,751 –$15,249
10.
09/16/2021 – 09/28/2021 $242,422 –$7,578
11.
11/18/2021 – Liquidation
                   (December 2021)
$217,627 –$32,373

IV. Weeresinghe and Ustocktrade Aided and Abetted The Broker-Dealer’s Net Capital
Deficiencies

26. When the Broker-Dealer became net capital deficient, one of its officers typically
contacted Weeresinghe by email or telephone to notify him of the dwindling or deficient net
capital and to request a capital infusion.  In many of these communications, the officer advised
Weeresinghe of the Broker-Dealer’s $250,000 net capital requirement, provided detailed
computations of the Broker-Dealer’s existing net capital, and requested that Weeresinghe
provide cash to resolve the impending or existing net capital deficiencies.  On several occasions,
the officer also advised Weeresinghe that the Broker-Dealer was continuing its operations while
net capital deficient, explained that this was unlawful, and recommended that the Broker-Dealer
cease such operations.  Despite the officer’s warnings, Weeresinghe and Ustocktrade continued
to operate the Broker-Dealer’s trading platform to unlawfully effect securities transactions
during each period when the Broker-Dealer was net capital deficient.

8
27. For example, on November 25, 2020, the Broker-Dealer officer emailed
Weeresinghe and explained that the firm could not continue operations while net capital
deficient:
Could we please get some type of capital infusion, possibly on Friday? . . .

[W]e  only  have  $274,000  of  net  capital  versus  our  minimum  requirement  of
$250,000.    If  at  the  end  of  any  day  coming  up  (which  could  even  be  today  or
Friday), our net capital collectively drops by more than $24,000, we have to stop
doing business and make those notifications to FINRA and the SEC. . . .

Even more concerning than notifying the regulators of a business stoppage would
be taking all of the necessary steps to actually stop our business (which involves a
lot of moving parts) for any period of time.  (Emphasis in original)

28. Later, during 2021, the Broker-Dealer officer notified Weeresinghe on multiple
occasions that the Broker-Dealer was in fact net capital deficient.  For example, on January 5,
2021, the officer emailed Weeresinghe and other officers, stating that the “broker-dealer finished
under net capital yesterday (we had an unusually poor operational day) at $233,416.  I’ve
attached this net capital report (which is 1/4/2021) along with the prior day’s report
(12/31/2020).  Tony contributed $70,000 through Ustocktrade, LLC this morning to bring the
broker-dealer back into capital compliance.”  During this net capital deficiency, the Broker-
Dealer continued to unlawfully effect securities transactions for its customers.
29. On January 13, 2021, the Broker-Dealer officer emailed Weeresinghe, stating
that the Broker-Dealer’s “net capital closed on Monday at about $251,000 (report attached),
which of course is right over the requirement line. . . . Tony, you may need to contribute more
capital.”  The Broker-Dealer became net capital deficient two days later, on January 15, during
which time it continued to unlawfully effect securities transactions for its customers.
30. About one week later, on January 21, 2021, the Broker-Dealer officer emailed
Weeresinghe regarding another net capital deficiency:  “I just left you a voicemail stating that

9
our estimated net capital close of business yesterday 1/20/2021 was $229,000.  Please let me
know if you can contribute capital before the bank closing today.  If not, I don't think we should
open for business tomorrow.  Net capital is too low, and we are going to run into a problem.”
This net capital deficiency was not resolved until January 25, 2021, but the Broker-Dealer
continued to unlawfully effect securities transactions for its customers throughout the deficiency
period.
31. On January 25, 2021, the Broker-Dealer officer sent another email to
Weeresinghe and other officers, notifying them of net capital violations:
We closed Thursday 1/21/21 with net capital of $171,000 (report attached). Tony
tried to make a $75,000 contribution on Friday, but to this point in time (Monday
morning),  it  (a  check)  hasn’t  yet  cleared.    Even  if  the  contribution  had  been
available first thing on Friday morning, we still would have been short capital at
$246,000.

That means that we opened for business on Friday with a net capital violation.  It is
likely  that  because  the  contribution  didn’t  clear  on  Friday,  that  we  conducted
business all day on Friday in a net capital violation.

I  don’t  think  we  should  start  doing  business  today,  Monday  1/25/2021  until  we
assess  net  capital  and  return  to  compliance.    It  is  very  unlikely  that  the  $75,000
contribution (once it clears) is going to put us into net capital compliance.

32. On January 29, 2021, the Broker-Dealer officer emailed Weeresinghe:  “Hi
Tony, I’ve attached yesterday’s close of business Net Capital Report.  We had only about
$254,000 of net capital.  The week (and the month) are winding down here these few hours.  If
you could contribute more capital this afternoon, it would put us in a better position for January.
In any event, we of course, need more capital regardless.”  The Broker-Dealer became net capital
deficient later that day, during which time it continued to unlawfully effect securities transactions
for its customers.

10
33. Three days later, on February 1, 2021, the Broker-Dealer officer emailed
Weeresinghe regarding the most recent net capital violation:  “The broker-dealer finished
January in a net capital violation, with only $239,000 of net capital (report attached). We need a
capital contribution.  I will notify FINRA and the SEC about this net capital violation this
afternoon.”  The net capital deficiency was not resolved until February 3, 2021, but the Broker-
Dealer continued to unlawfully effect securities transactions for its customers throughout the
deficiency period.
34. On February 12, 2021, the Broker-Dealer officer emailed Weeresinghe regarding
yet another violation:  “We fell below net capital at close of business Wednesday 2/10/2021 and
remained under net capital through close of business yesterday Thursday 2/11/2021 (reports
attached). Our net capital at 2/11/2021 was $224,994.  Tony, please advise if there are any
capital contributions forthcoming.”  This net capital deficiency was not resolved until February
16, 2021, but the Broker-Dealer continued to unlawfully effect securities transactions for its
customers throughout the deficiency period.
35. On September 16, 2021, the Broker-Dealer officer emailed Weeresinghe:  “[T]he
net capital from yesterday (report attached) shows barely over $250,000 (the requirement).  It
does not appear that the firm should be presently operating without additional capital.”  The
Broker-Dealer became net capital deficient later that day, during which time it continued to
unlawfully effect securities transactions for its customers.
36. On November 23, 2021, the Broker-Dealer officer emailed Weeresinghe
regarding additional violations, stating:  “I’ve attached the 11/22/2021 net capital computation
report, which shows that the firm had net capital of $208,253. . . . Please let us know of the
capital contribution as soon as you can.”  This net capital deficiency was never resolved but the

11
Broker-Dealer continued to unlawfully effect securities transactions for its customers for several
days before it ceased brokerage operations.
37. The Broker-Dealer officer provided similar emails and telephone calls to
Weeresinghe throughout 2021, concerning each of the Broker-Dealer’s 11 periods when it was
net capital deficient.
38. At all relevant times, Weeresinghe decided whether to make any capital
infusions to the Broker-Dealer, including the amounts and dates of any infusions.  When
Weeresinghe made capital contributions to the Broker-Dealer, he often used his personal funds to
do so.
39. Weeresinghe typically provided cash infusions in amounts sufficient to bring the
Broker-Dealer only slightly above its $250,000 net capital requirement.  These funding practices
often resulted in adequate capital for only days or weeks of operations, after which the Broker-
Dealer again became net capital deficient.
40. At all relevant times, Weeresinghe controlled Ustocktrade through which he
made all contributions to the Broker-Dealer and which operated the Broker-Dealer’s trading
platform to unlawfully effect securities transactions when the Broker-Dealer was in a net capital
deficiency.
CLAIM FOR RELIEF

Aiding and Abetting Violations of Section 15(c)(3) of the Exchange Act and
Rule 15c3-l Thereunder

(Against Defendants Ustocktrade LLC and Anthony Weeresinghe)

41. Paragraphs 1 through 40 above are re-alleged and incorporated by reference.
42. By engaging in the conduct alleged above, the Broker-Dealer became net capital
deficient and effected securities transactions during 11 periods in 2021 when it was net capital

12
deficient.  As such, the Broker-Dealer violated Section 15(c)(3) of the Exchange Act, 15 U.S.C.
§ 78o(c)(3), and Rule 15c3-1 thereunder, 17 C.F.R. § 240.15c3-1.
43. By engaging in the conduct alleged above, Defendants Weeresinghe and
Ustocktrade knowingly or recklessly provided substantial assistance to the Broker-Dealer in its
violations of Section 15(c)(3) of the Exchange Act, 15 U.S.C. § 78o(c)(3), and Rule 15c3-1
thereunder, 17 C.F.R. § 240.15c3-1.  As such, Weeresinghe and Ustocktrade aided and abetted
the Broker-Dealer’s violations of Section 15(c)(3) of the Exchange Act, 15 U.S.C. § 78o(c)(3),
and Rule 15c3-1 thereunder, 17 C.F.R. § 240.15c3-1.  Weeresinghe and Ustocktrade are thus
liable for aiding and abetting the foregoing violations under Section 20(e) of the Exchange Act,
15 U.S.C. § 78t(e).
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment:
A. Finding that Defendants aided and abetted violations of Section 15(c)(3) of the
Exchange Act, 15 U.S.C. § 78o(c)(3), and Rule 15c3-l thereunder, 17 C.F.R. § 240.15c3-1;
B. Permanently restraining and enjoining Defendants from violating Section 15(c)(3)
of the Exchange Act, 15 U.S.C. § 78o(c)(3), and Rule 15c3-l thereunder, 17 C.F.R. § 240.15c3-
1;
C. Ordering Defendants to pay civil monetary penalties pursuant to Section 21(d)(3)
of the Exchange Act, 15 U.S.C. § 78u(d)(3); and
D. Granting any other relief that the Court deems appropriate or equitable.

13
JURY DEMAND

The SEC demands a trial by jury on all issues so triable.
Date:  August 2, 2023    Respectfully submitted,

/s/ Timothy K. Halloran
Timothy K. Halloran (pro hac vice to be filed)
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Tel:  202-551-4414
Email:  [email protected]

Of Counsel:

Lisa Deitch
Stephen LeBlanc
Securities and Exchange Commission

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 

SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 

v. 

USTOCKTRADE LLC and  
ANTHONY WEERESINGHE, 
 

Defendants. 
 

  
 
 
 
Case No. 1:23-cv-6756 
 
JURY TRIAL DEMANDED 
 
 
 

 
COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC” or “Commission”) alleges the 

following: 

SUMMARY 

1. Defendants Ustocktrade LLC (“Ustocktrade”) and Anthony Weeresinghe 

(“Weeresinghe”) substantially assisted a broker-dealer’s repeated violations of the SEC’s net 

capital requirements.  Ustocktrade owned the broker-dealer, and Weeresinghe owned and 

controlled Ustocktrade.   

2. The net capital provisions of the federal securities laws are designed to ensure that 

broker-dealers have adequate liquid assets to meet their obligations to their customers and 

creditors.   

3. Ustocktrade Securities, Inc. (the “Broker-Dealer”) operated an alternative trading 

system that was marketed to college students and other retail investors to engage in day trading 

in securities listed on the New York Stock Exchange (“NYSE”) and Nasdaq Stock Market 

(“NASDAQ”).  Alternative trading systems use platforms to match buy and sell orders among 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 1 of 13



 2

customers.  Weeresinghe owned and controlled Ustocktrade, which was responsible for much of 

the Broker-Dealer’s operations, including operating the Broker-Dealer’s trading platforms.   

4. Based on the Broker-Dealer’s business activity, it was prohibited from operating a 

securities business if its net capital dropped below $250,000.    

5. The Broker-Dealer was not profitable and relied on voluntary infusions of cash 

that Weeresinghe paid through Ustocktrade.  Weeresinghe and Ustocktrade, however, 

underfunded the Broker-Dealer.  Consequently, the Broker-Dealer’s net capital dropped below 

the $250,000 minimum threshold during 11 periods in 2021.   

6. An officer of the Broker-Dealer repeatedly requested that Weeresinghe make 

capital infusions and warned Weeresinghe that the Broker-Dealer must cease operations while 

net capital deficient.  Nevertheless, Weeresinghe and Ustocktrade failed to timely provide the 

Broker-Dealer sufficient funds to meet the minimum net capital requirement and continued to 

operate the Broker-Dealer’s customer trading platforms to illegally conduct securities 

transactions when the Broker-Dealer was net capital deficient.     

7. By engaging in the conduct described herein, the Broker-Dealer violated, and 

Weeresinghe and Ustocktrade aided and abetted the Broker-Dealer’s violations of, the net capital 

provisions of Section 15(c)(3) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 

U.S.C. § 78o(c)(3), and Rule 15c3-l thereunder, 17 C.F.R. § 240.15c3-1.   

8. As a result of Defendants’ conduct, the SEC seeks permanent injunctive relief and 

civil money penalties. 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 2 of 13



 3

JURISDICTION AND VENUE 

9. The Court has subject matter jurisdiction over this action pursuant to Sections 

21(d) and 27 of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa. 

10. The Court has personal jurisdiction over Weeresinghe and Ustocktrade, and venue 

is proper in this district, under Section 27 of the Exchange Act, 15 U.S.C. § 78aa, because certain 

acts and transactions constituting the violations occurred in this district.  For example, the 

unlawful securities transactions while the Broker-Dealer was net capital deficient involved 

securities that traded on the NYSE and NASDAQ, which are located in this district. 

DEFENDANTS 

11. Ustocktrade LLC (Ustocktrade) is a privately-held company headquartered in 

Newton, Massachusetts that develops and markets financial technology for the securities and 

brokerage industry.  It is the parent company of the broker-dealer Ustocktrade Securities, Inc. 

(Broker-Dealer).  Pursuant to an agreement with the Broker-Dealer, Ustocktrade was responsible 

for much of the Broker-Dealer’s operations. 

12. Anthony Weeresinghe, age 60, is a resident of Chestnut Hill, Massachusetts.  

Weeresinghe is the founder, owner, CEO, and chairman of Ustocktrade.  In 2014, Weeresinghe 

and Ustocktrade purchased the Broker-Dealer as a broker-dealer shell company.  Thereafter, 

Weeresinghe served on the Broker-Dealer’s board of directors. 

RELEVANT ENTITY 

13. Ustocktrade Securities, Inc. (Broker-Dealer) is a Pennsylvania corporation 

headquartered in Newton, Massachusetts, and a wholly-owned subsidiary of Ustocktrade.  It was 

registered with the SEC as a broker-dealer from about 1982 through October 2022.  In October 

2022, the Broker-Dealer withdrew and terminated its registration with the SEC. 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 3 of 13



 4

FACTS 

I. The Roles of the Broker-Dealer, Ustocktrade and Weeresinghe  
 
14. In 2014, Weeresinghe founded Ustocktrade and purchased the Broker-Dealer.  

Weeresinghe is the sole member and owner of Ustocktrade, and he served on the Broker-

Dealer’s board of directors. 

15. The Broker-Dealer operated an alternative trading system that marketed its 

services to retail investors to engage in day trading in securities listed on the NYSE and 

NASDAQ.  It acted as an introducing broker and had an arrangement with another registered 

broker-dealer that cleared the transactions.  The Broker-Dealer also operated its own proprietary 

trading program and acted as the counter-party for customer transactions when a buyer or seller 

was not otherwise available.   

16. Ustocktrade owned and controlled the Broker-Dealer and managed certain of its 

operations.  Importantly, Ustocktrade provided funding to the Broker-Dealer, using capital 

provided by Weeresinghe.  In addition, Ustocktrade was responsible for operating the Broker-

Dealer’s customer trading platform; providing trade settlement services; providing customers 

with transaction confirmations, monthly account statements, and year-end tax reporting 

information; implementing trading compliance systems; creating and maintaining books and 

records in connection with the foregoing services; and providing the Broker-Dealer’s payroll 

processing, HR services, benefits administration, and general facilities.   

II. The Net Capital Provisions 
 
17. Section 15(c)(3) of the Exchange Act, 15 U.S.C. § 78o(c)(3), prohibits a broker-

dealer from effecting any transaction in any security, through the use of the mails or any means 

or instrumentality of interstate commerce, in contravention of the rules and regulations that the 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 4 of 13



 5

SEC prescribes in the public interest or to protect investors with respect to the financial 

responsibility and related practices of brokers-dealers.  Rule 15c3-l promulgated under the 

Exchange Act (“Net Capital Rule”), 17 C.F.R. § 240.15c3-1, requires that a broker-dealer “must 

at all times have and maintain net capital” of no less than the minimum requirement applicable to 

its business.     

18. The Net Capital Rule is designed to ensure that broker-dealers have adequate 

liquid assets to meet their obligations to their customers and creditors. 

19. Section 15(c)(3) of the Exchange Act prohibits a broker-dealer from effecting 

securities transactions while not maintaining the required minimum net capital.  The Net Capital 

Rule requires that a broker-dealer must at all times have and maintain net capital of no less than 

the minimum requirement applicable to its business.  Here, based on the Broker-Dealer’s 

business activity, it was required to maintain minimum net capital of $250,000.  See 17 C.F.R. § 

240.15c3-1(a)(1)(ii). 

III. The Broker-Dealer’s Net Capital Deficiencies  
 
20. From January 4, 2021 through November 18, 2021, the Broker-Dealer’s net 

capital fell below the required minimum of $250,000 during 11 separate periods.  After a net 

capital deficiency, Weeresinghe would provide a cash infusion to the Broker-Dealer, through 

Ustocktrade, to temporarily return the Broker-Dealer’s capital levels above the required 

minimum.  During each period of net capital deficiency, the Broker-Dealer continued to effect 

transactions for customers in securities listed on the NYSE and/or NASDAQ, notwithstanding 

requirements prohibiting such transactions while a broker-dealer fails to maintain the required 

net minimum capital.   

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 5 of 13



 6

21. Since the Broker-Dealer launched publicly in 2016, it never had a profitable year 

and experienced consistent net operating losses.  And because the Broker-Dealer did not generate 

sufficient funds from its operations, it relied on cash infusions from Weeresinghe and 

Ustocktrade to comply with minimum net capital requirements.     

22. In or about June 2021, an officer of the Broker-Dealer notified Weeresinghe that 

the Financial Industry Regulatory Authority (“FINRA”) restricted the Broker-Dealer’s business 

lines due to low net capital levels.  In or about September 2021 and November 2021, an officer 

of the Broker-Dealer notified Weeresinghe that FINRA had suspended most operations of the 

Broker-Dealer due to net capital deficiencies. 

23. By November 2021, Weeresinghe had depleted his personal resources and could 

no longer contribute capital to the Broker-Dealer to comply with net capital requirements.  On 

November 18, 2021, the Broker-Dealer experienced its eleventh and final net capital deficiency.  

In late November 2021, with Weeresinghe personally out of money and unable to raise 

additional capital, the Broker-Dealer ceased operations.  Weeresinghe directed the Broker-Dealer 

to transfer most of its remaining capital, approximately $147,000, to Ustocktrade to pay 

operating expenses, which worsened the Broker-Dealer’s net capital deficiency.   

24. After the SEC staff began its investigation, in December 2021, the Broker-Dealer 

voluntarily began liquidating its remaining assets under FINRA’s oversight.  In August 2022, 

FINRA expelled the Broker-Dealer from its membership for failing to file its audited annual 

report in violation of SEC and FINRA rules.  In October 2022, the Broker-Dealer withdrew and 

terminated its registration with the SEC. 

25. Each of the Broker-Dealer’s net capital deficiencies, periods of deficiency, and 

amounts of deficiency are set forth below:  

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 6 of 13



 7

 Deficiency Period Net Capital on                 
First Day of Deficiency 

Deficiency Amount 

1. 01/04/2021  $233,416 –$16,584 

2. 01/15/2021 – 01/19/2021 $231,702 –$18,298 

3. 01/20/2021 – 01/25/2021 $225,519 –$24,481 

4. 01/29/2021 – 02/01/2021 $238,788 –$11,212 

5. 02/02/2021 – 02/03/2021 $237,285 –$12,715 

6. 02/10/2021 – 02/16/2021 $244,139 –$5,861 

7. 02/17/2021 – 03/10/2021 $160,972 –$89,028 

8. 05/19/2021 – 05/21/2021 $242,510 –$7,490 

9. 06/01/2021 – 07/08/2021 $234,751 –$15,249 

10. 09/16/2021 – 09/28/2021 $242,422 –$7,578 

11. 11/18/2021 – Liquidation 
                   (December 2021) 

$217,627 –$32,373 

 
IV. Weeresinghe and Ustocktrade Aided and Abetted The Broker-Dealer’s Net Capital 

Deficiencies  
 
26. When the Broker-Dealer became net capital deficient, one of its officers typically 

contacted Weeresinghe by email or telephone to notify him of the dwindling or deficient net 

capital and to request a capital infusion.  In many of these communications, the officer advised 

Weeresinghe of the Broker-Dealer’s $250,000 net capital requirement, provided detailed 

computations of the Broker-Dealer’s existing net capital, and requested that Weeresinghe 

provide cash to resolve the impending or existing net capital deficiencies.  On several occasions, 

the officer also advised Weeresinghe that the Broker-Dealer was continuing its operations while 

net capital deficient, explained that this was unlawful, and recommended that the Broker-Dealer 

cease such operations.  Despite the officer’s warnings, Weeresinghe and Ustocktrade continued 

to operate the Broker-Dealer’s trading platform to unlawfully effect securities transactions 

during each period when the Broker-Dealer was net capital deficient.   

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 7 of 13



 8

27. For example, on November 25, 2020, the Broker-Dealer officer emailed 

Weeresinghe and explained that the firm could not continue operations while net capital 

deficient:   

Could we please get some type of capital infusion, possibly on Friday? . . .  
 
[W]e only have $274,000 of net capital versus our minimum requirement of 
$250,000.  If at the end of any day coming up (which could even be today or 
Friday), our net capital collectively drops by more than $24,000, we have to stop 
doing business and make those notifications to FINRA and the SEC. . . .  
 
Even more concerning than notifying the regulators of a business stoppage would 
be taking all of the necessary steps to actually stop our business (which involves a 
lot of moving parts) for any period of time.  (Emphasis in original) 
 
28. Later, during 2021, the Broker-Dealer officer notified Weeresinghe on multiple 

occasions that the Broker-Dealer was in fact net capital deficient.  For example, on January 5, 

2021, the officer emailed Weeresinghe and other officers, stating that the “broker-dealer finished 

under net capital yesterday (we had an unusually poor operational day) at $233,416.  I’ve 

attached this net capital report (which is 1/4/2021) along with the prior day’s report 

(12/31/2020).  Tony contributed $70,000 through Ustocktrade, LLC this morning to bring the 

broker-dealer back into capital compliance.”  During this net capital deficiency, the Broker-

Dealer continued to unlawfully effect securities transactions for its customers.   

29. On January 13, 2021, the Broker-Dealer officer emailed Weeresinghe, stating 

that the Broker-Dealer’s “net capital closed on Monday at about $251,000 (report attached), 

which of course is right over the requirement line. . . . Tony, you may need to contribute more 

capital.”  The Broker-Dealer became net capital deficient two days later, on January 15, during 

which time it continued to unlawfully effect securities transactions for its customers. 

30. About one week later, on January 21, 2021, the Broker-Dealer officer emailed 

Weeresinghe regarding another net capital deficiency:  “I just left you a voicemail stating that 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 8 of 13



 9

our estimated net capital close of business yesterday 1/20/2021 was $229,000.  Please let me 

know if you can contribute capital before the bank closing today.  If not, I don't think we should 

open for business tomorrow.  Net capital is too low, and we are going to run into a problem.”  

This net capital deficiency was not resolved until January 25, 2021, but the Broker-Dealer 

continued to unlawfully effect securities transactions for its customers throughout the deficiency 

period. 

31. On January 25, 2021, the Broker-Dealer officer sent another email to 

Weeresinghe and other officers, notifying them of net capital violations: 

We closed Thursday 1/21/21 with net capital of $171,000 (report attached). Tony 
tried to make a $75,000 contribution on Friday, but to this point in time (Monday 
morning), it (a check) hasn’t yet cleared.  Even if the contribution had been 
available first thing on Friday morning, we still would have been short capital at 
$246,000. 
 
That means that we opened for business on Friday with a net capital violation.  It is 
likely that because the contribution didn’t clear on Friday, that we conducted 
business all day on Friday in a net capital violation. 
 
I don’t think we should start doing business today, Monday 1/25/2021 until we 
assess net capital and return to compliance.  It is very unlikely that the $75,000 
contribution (once it clears) is going to put us into net capital compliance. 

 
32. On January 29, 2021, the Broker-Dealer officer emailed Weeresinghe:  “Hi 

Tony, I’ve attached yesterday’s close of business Net Capital Report.  We had only about 

$254,000 of net capital.  The week (and the month) are winding down here these few hours.  If 

you could contribute more capital this afternoon, it would put us in a better position for January. 

In any event, we of course, need more capital regardless.”  The Broker-Dealer became net capital 

deficient later that day, during which time it continued to unlawfully effect securities transactions 

for its customers. 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 9 of 13



 10

33. Three days later, on February 1, 2021, the Broker-Dealer officer emailed 

Weeresinghe regarding the most recent net capital violation:  “The broker-dealer finished 

January in a net capital violation, with only $239,000 of net capital (report attached). We need a 

capital contribution.  I will notify FINRA and the SEC about this net capital violation this 

afternoon.”  The net capital deficiency was not resolved until February 3, 2021, but the Broker-

Dealer continued to unlawfully effect securities transactions for its customers throughout the 

deficiency period. 

34. On February 12, 2021, the Broker-Dealer officer emailed Weeresinghe regarding 

yet another violation:  “We fell below net capital at close of business Wednesday 2/10/2021 and 

remained under net capital through close of business yesterday Thursday 2/11/2021 (reports 

attached). Our net capital at 2/11/2021 was $224,994.  Tony, please advise if there are any 

capital contributions forthcoming.”  This net capital deficiency was not resolved until February 

16, 2021, but the Broker-Dealer continued to unlawfully effect securities transactions for its 

customers throughout the deficiency period.   

35. On September 16, 2021, the Broker-Dealer officer emailed Weeresinghe:  “[T]he 

net capital from yesterday (report attached) shows barely over $250,000 (the requirement).  It 

does not appear that the firm should be presently operating without additional capital.”  The 

Broker-Dealer became net capital deficient later that day, during which time it continued to 

unlawfully effect securities transactions for its customers. 

36. On November 23, 2021, the Broker-Dealer officer emailed Weeresinghe 

regarding additional violations, stating:  “I’ve attached the 11/22/2021 net capital computation 

report, which shows that the firm had net capital of $208,253. . . . Please let us know of the 

capital contribution as soon as you can.”  This net capital deficiency was never resolved but the 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 10 of 13



 11

Broker-Dealer continued to unlawfully effect securities transactions for its customers for several 

days before it ceased brokerage operations.   

37. The Broker-Dealer officer provided similar emails and telephone calls to 

Weeresinghe throughout 2021, concerning each of the Broker-Dealer’s 11 periods when it was 

net capital deficient.  

38. At all relevant times, Weeresinghe decided whether to make any capital 

infusions to the Broker-Dealer, including the amounts and dates of any infusions.  When 

Weeresinghe made capital contributions to the Broker-Dealer, he often used his personal funds to 

do so.   

39. Weeresinghe typically provided cash infusions in amounts sufficient to bring the 

Broker-Dealer only slightly above its $250,000 net capital requirement.  These funding practices 

often resulted in adequate capital for only days or weeks of operations, after which the Broker-

Dealer again became net capital deficient.     

40. At all relevant times, Weeresinghe controlled Ustocktrade through which he 

made all contributions to the Broker-Dealer and which operated the Broker-Dealer’s trading 

platform to unlawfully effect securities transactions when the Broker-Dealer was in a net capital 

deficiency.   

CLAIM FOR RELIEF 
 

Aiding and Abetting Violations of Section 15(c)(3) of the Exchange Act and  
Rule 15c3-l Thereunder 

 
(Against Defendants Ustocktrade LLC and Anthony Weeresinghe) 

 
41. Paragraphs 1 through 40 above are re-alleged and incorporated by reference. 

42. By engaging in the conduct alleged above, the Broker-Dealer became net capital 

deficient and effected securities transactions during 11 periods in 2021 when it was net capital 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 11 of 13



 12

deficient.  As such, the Broker-Dealer violated Section 15(c)(3) of the Exchange Act, 15 U.S.C. 

§ 78o(c)(3), and Rule 15c3-1 thereunder, 17 C.F.R. § 240.15c3-1.  

43. By engaging in the conduct alleged above, Defendants Weeresinghe and 

Ustocktrade knowingly or recklessly provided substantial assistance to the Broker-Dealer in its 

violations of Section 15(c)(3) of the Exchange Act, 15 U.S.C. § 78o(c)(3), and Rule 15c3-1 

thereunder, 17 C.F.R. § 240.15c3-1.  As such, Weeresinghe and Ustocktrade aided and abetted 

the Broker-Dealer’s violations of Section 15(c)(3) of the Exchange Act, 15 U.S.C. § 78o(c)(3), 

and Rule 15c3-1 thereunder, 17 C.F.R. § 240.15c3-1.  Weeresinghe and Ustocktrade are thus 

liable for aiding and abetting the foregoing violations under Section 20(e) of the Exchange Act, 

15 U.S.C. § 78t(e). 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment:  

A. Finding that Defendants aided and abetted violations of Section 15(c)(3) of the 

Exchange Act, 15 U.S.C. § 78o(c)(3), and Rule 15c3-l thereunder, 17 C.F.R. § 240.15c3-1; 

B. Permanently restraining and enjoining Defendants from violating Section 15(c)(3) 

of the Exchange Act, 15 U.S.C. § 78o(c)(3), and Rule 15c3-l thereunder, 17 C.F.R. § 240.15c3-

1;  

C. Ordering Defendants to pay civil monetary penalties pursuant to Section 21(d)(3) 

of the Exchange Act, 15 U.S.C. § 78u(d)(3); and 

D. Granting any other relief that the Court deems appropriate or equitable. 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 12 of 13



 13

JURY DEMAND 
 
The SEC demands a trial by jury on all issues so triable. 

Date:  August 2, 2023    Respectfully submitted, 
 
/s/ Timothy K. Halloran    
Timothy K. Halloran (pro hac vice to be filed) 
Securities and Exchange Commission  
100 F Street, NE 
Washington, DC 20549  
Tel:  202-551-4414 
Email:  [email protected] 
 

Of Counsel: 
 
Lisa Deitch 
Stephen LeBlanc 
Securities and Exchange Commission 
 

Case 1:23-cv-06756   Document 1   Filed 08/02/23   Page 13 of 13