PRELIMINARY STATEMENT

WHEREAS, the Banking Commissioner is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the "Act") and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies (the "Regulations") promulgated under the Act;

WHEREAS, Friends With Benefits, Limited Partnership ("FWB") of 205 Thornton Street, Hamden, Connecticut is an issuer of securities, specifically limited partnership units (the “Limited Partnership Units”) and is engaged in the filmmaking business;

WHEREAS, FWB was formed in March 2006;

WHEREAS, What Were We Thinking Films, Inc. ("WWWTF") of 205 Thornton Street, Hamden, Connecticut was incorporated on April 20, 2004 and is the general partner of FWB;

WHEREAS, Frank Loftus, Jr. (“Loftus”) is the president of WWWTF and a co-producer at FWB;

WHEREAS, Gorman Bechard (“Bechard”) is the vice president of WWWTF, a director of FWB and a co-Producer at FWB;

WHEREAS, the Commissioner, through the Securities and Business Investments Division of the Department of Banking (the “Division”), has conducted an investigation pursuant to Section 36b-26 of the Act into the activities of FWB, WWWTF, Loftus and Bechard to ascertain whether they, or any of them, have violated or are about to violate any provision of the Act or any regulation or order under the Act, and to aid in the enforcement of the Act;

WHEREAS the Commissioner acknowledges that FWB, WWWTF, Bechard and Loftus cooperated with the Division in providing requested information and documents in conjunction with such investigation;

WHEREAS, the Commissioner ascertained, as a result of such investigation that FWB violated Section 36b-16 of the Act by 1) offering the Limited Partnership Units via a general solicitation conducted over the Internet in 2006 at a time when the Limited Partnership Units were not registered under the Act nor subject to an exemptive filing or a filing claiming covered security status; and 2) selling the Limited Partnership Units to two non-Connecticut investors in 2006 at a time when the Limited Partnership Units were not registered under the Act nor subject to an exemptive filing or a filing claiming covered security status;

WHEREAS, FWB has represented to the Division that it had relied on the advice of legal counsel in registering FWB with the Secretary of State’s Office as a Limited Partnership and that FWB however misunderstood this undertaking to address the registration issues under the Act and the Regulations;

WHEREAS, FWB neither admits nor denies any of the Commissioner’s allegations, but expressly consents to the Commissioner’s jurisdiction in this matter and to the entry of the sanctions in this Consent Order;

WHEREAS, Section 36b-27 of the Act authorizes the Commissioner to enter an order to cease and desist and to impose a fine of up to $100,000 per violation after granting FWB an opportunity for a hearing;

WHEREAS, Section 36b-16 of the Act provides that:  “No person shall offer or sell any security in this state unless (1) it is registered under sections 36b-2 to 36b-33, inclusive, (2) the security or transaction is exempted under section 36b-21, or (3) the security is a covered security provided such person complies with any applicable requirements in subsections (c), (d) and (e) of section 36b-21”;

WHEREAS an administrative proceeding initiated under Section 36b-27 of the Act would constitute a "contested case" within the meaning of Section 4-166(2) of the Connecticut General Statutes;

WHEREAS Section 4-177(c) of Chapter 54 of the Connecticut General Statutes provides that"[u]nless precluded by law, a contested case may be resolved by stipulation, agreed settlement, or consent order or by the default of a party";

WHEREAS Section 36b-31(a) of the Act provides, in part, that: "The Commissioner may from time to time make, amend and rescind such ... orders as are necessary to carry out the provisions of Sections 36b-2 to 36b-33, inclusive [of the Connecticut Uniform Securities Act]";

WHEREAS, the Commissioner finds that the entry of this Consent Order is appropriate, in the public interest and consistent with the purposes fairly intended by the policy and provisions of the Act;

1.	To receive prior written notice within the meaning of Sections 36b-27(a), 36b-27(d) and 4-177(b) of the Connecticut General Statutes;
2.	To present evidence and argument and to otherwise avail itself of Section 4-177c(a) of the Connecticut General Statutes;
3.	To present its position in a hearing in which it is represented by counsel;
4.	To have a written record of the hearing made and a written decision issued by a hearing officer; and
5.	To seek judicial review of, or otherwise challenge or contest, the matters described herein, including the validity of this Consent Order;

FINDINGS OF THE COMMISSIONER AS TO EVIDENTIARY SUFFICIENCY TO INITIATE ADMINISTRATIVE PROCEEDINGS

WHEREAS, the Commissioner finds that sufficient grounds would exist to initiate administrative proceedings against FWB, including proceedings to enter an order to cease and desist against FWB under Section 36b-27(a) of the Act and proceedings to impose a fine of up to $100,000 per violation pursuant to Section 36b-27(d) of the Act, based on the following, all of which are more fully described above, after granting FWB an opportunity for a hearing:

1.	FWB violated Section 36b-16 of the Act by offering the Limited Partnership Units via a general solicitation conducted over the Internet in 2006 at a time when the Limited Partnership Units were not registered under the Act nor subject to an exemptive filing or a filing claiming covered security status; and
2.	FWB violated Section 36b-16 of the Act by selling the Limited Partnership Units to two non-Connecticut investors in 2006 at a time when the Limited Partnership Units were not registered under the Act nor subject to an exemptive filing or a filing claiming covered security status;

CONSENT TO ENTRY OF SANCTIONS AND REMEDIAL MEASURES

1.	No later than the date this Consent Order is entered by the Commissioner, FWB shall extend to the two purchasers of Limited Partnership Units a written offer to rescind such purchases in accordance with Section 36b-29(g) of the Act.  Such rescission offer, totaling approximately $99,000 in the aggregate, shall be submitted to the Division for review prior to being extended to the affected investors;
2.	FWB, its affiliates, agents, employees and representatives shall not, directly or indirectly, under any name or names or through any corporate or other device, solicit or accept funds for investment purposes from public or private investors within or from Connecticut without (a) consulting with legal counsel experienced in state securities law as to the applicability of, and compliance with, the securities laws of the state; and (b) notifying the Division in writing of such proposed activities at least thirty days prior to such solicitation or acceptance of funds, whichever first occurs.  This Consent Order and the matters underlying its entry shall not, in and of themselves, operate to invoke the disqualification in Section 36b-31-21b-9b(f) of the Regulations, provided that FWB complies with the provisions of paragraph 2.(a) hereof. Nothing in this paragraph shall preclude the Commissioner from applying such disqualification based on disciplinary events occurring subsequent to the entry of this Consent Order;
3.	FWB, its affiliates, agents, employees, representatives and successors in interest shall refrain, directly or indirectly, from engaging in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, including, without limitation, offering or selling securities absent compliance with Section 36b-16 of the Act;
4.	No later than the date this Consent Order is entered by the Commissioner, FWB shall remit to the department via certified check payable to “Treasurer, State of Connecticut” the sum of one thousand dollars ($1,000) as an administrative fine;

1.	The Sanctions and Remedial Measures set forth above be and are hereby entered;
2.	Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against FWB, its partners, agents, employees or representatives based upon a violation of this Consent Order or the matters underlying its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation made by FWB and reflected herein is subsequently determined to be untrue; and
3.	This Consent Order shall become final when issued.

CONSENT TO ENTRY OF ORDER

I, Gorman Bechard, state on behalf of Friends With Benefits, Limited Partnership, that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Friends With Benefits, Limited Partnership; that Friends With Benefit Limited Partnership agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Friends With Benefits, Limited Partnership voluntarily consents to the entry of this Consent Order expressly waiving any rights it may have to a hearing on the matters described herein. 


Friends With Benefits, Limited Partnership

By

  ________/s/_______________
 Gorman Bechard
 Vice President 
 What Were We Thinking Films, Inc.
 (Its General Partner) 



On this 7th day of September 2006, personally appeared Gorman Bechard, signer of the foregoing Consent Order, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on Friends With Benefits, Limited Partnership, a limited partnership, and acknowledged the same to be his free act and deed, before me.

_______________/s/_______________________
Notary Public
My Commission Expires:  May 31, 2011