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ENTERTAINMENT ONLY, LLC
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ORDER TO CEASE AND DESIST NOTICE OF INTENT TO FINE AND NOTICE OF RIGHT TO HEARING DOCKET NO. CF-16-8302-S |
I. PRELIMINARY STATEMENT
| 1. | The Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies (“Regulations”) promulgated under the Act. |
| 2. | Pursuant to Section 36b-26(a) of the Act, the Commissioner, through the Securities and Business Investments Division of the Department of Banking, has conducted an investigation into the activities of Entertainment Only, LLC (“Entertainment Only”) to determine if it has violated, is violating or is about to violate provisions of the Act or Regulations (“Investigation”). |
| 3. |
As a result of the Investigation, the Commissioner has reason to believe that Entertainment Only has violated certain provisions of the Act. |
| 4. | As a result of the Investigation, the Commissioner has the authority to issue a cease and desist order against Entertainment Only pursuant to Section 36b-27(a) of the Act. |
| 5. |
As a result of the Investigation, the Commissioner has the authority to impose a fine upon Entertainment Only pursuant to Section 36b-27(d) of the Act. |
II. RESPONDENT
| 6. | Entertainment Only, formed on June 4, 2013, is a currently inactive Florida limited liability company, whose address last known to the Commissioner is 243 Golden Harbour Trail, Bradenton, Florida 34212. While it was active, Entertainment Only’s business purpose was to organize, promote and hold concerts and entertainment events at colleges and universities in Florida. Entertainment Only has not been registered in any capacity under the Act. |
III. STATEMENT OF FACTS
| 7. | Ryan A. Vincent (“Vincent”), an individual residing at 243 Golden Harbour Trail, Bradenton, Florida 34212, is the principal owner and sole managing member of Entertainment Only. |
| 8. | In June 2013, Entertainment Only offered and sold securities to at least two Connecticut investors in order to raise money to finance its business. Specifically, Entertainment Only and a third party non-respondent (“Third Party”) entered into a written agreement whereby, in exchange for a fee, the Third Party would attempt to introduce potential investors to Entertainment Only. As a result, the Third Party introduced two Connecticut investors (“Investor One” and “Investor Two”, collectively “Investors”) to Vincent and Entertainment Only, and the Investors and Entertainment Only entered into certain agreements (“Investment Agreements”) executed by Vincent on behalf of Entertainment Only. The Investment Agreements, on their face, indicated that Entertainment Only was in need of capital to produce entertainment events and that, in exchange for their capital, the Investors would receive a ten percent return on the gross revenue for each event Entertainment Only organized. |
| 9. | The Investment Agreements issued by Entertainment Only (“Entertainment Securities”) are securities within the meaning of Section 36b-3(19) of the Act, which securities were not registered in Connecticut under Section 36b-16 of the Act, nor were they exempt from registration under Section 36b-21 of the Act, nor were they the subject of a filed exemption claim or claim of covered security status. Investor One invested $100,000 and Investor Two invested $54,000 in Entertainment Securities. |
| 10. | Entertainment Only has refunded $5,000 to Investor One, and the Third Party has refunded $95,000 to Investor One for her purchase of Entertainment Securities. |
| 11. | Entertainment Only has refunded $6,000 to Investor Two for his purchase of Entertainment Securities. The Third Party has refunded $4,000 to Investor Two for his purchase of Entertainment Securities, and has also signed a promissory note obligating the Third Party to remit the balance of $44,000 to Investor Two out of the proceeds of the sale of the Third Party’s residence, which is currently listed for sale. |
IV. STATUTORY BASIS FOR ORDER TO CEASE AND DESIST
AND ORDER IMPOSING FINE
a. Violation of Section 36b-16 of the Act –
Offer and Sale of Unregistered Securities
| 12. | Paragraphs 1 through 11, inclusive, are incorporated and made a part hereof as if more fully set forth herein. |
| 13. |
Entertainment Only offered and sold unregistered securities in or from Connecticut to at least one investor, as more fully described in paragraph 8, which securities were not registered in Connecticut under the Act, as more fully described in paragraph 9. The offer and sale of such securities absent registration constitutes a violation of Section 36b-16 of the Act, which forms a basis for an order to cease and desist to be issued against Entertainment Only under Section 36b-27(a) of the Act, and for the imposition of a fine upon Entertainment Only under Section 36b-27(d) of the Act. |
b. Violation of Section 36b-6(b) of the Act –
Employing an Unregistered Agent of Issuer
| 14. | Paragraphs 1 through 13, inclusive, are incorporated and made a part hereof as if more fully set forth herein. |
| 15. |
Entertainment Only employed an unregistered agent of issuer, as described more fully in paragraph 8. Such conduct constitutes a violation of Section 36b-6(b) of the Act, which forms a basis for an order to cease and desist to be issued against Entertainment Only under Section 36b-27(a) of the Act, and for the imposition of a fine upon Entertainment Only pursuant to Section 36b-27(d) of the Act. |
V. ORDER TO CEASE AND DESIST, NOTICE OF INTENT TO FINE
AND NOTICE OF RIGHT TO HEARING
WHEREAS, as a result of the Investigation, the Commissioner finds that, with respect to the activity described herein, Entertainment Only has committed at least one violation of Section 36b-16 of the Act and at least one violation of Section 36b-6(b) of the Act;
WHEREAS, the Commissioner further finds that the issuance of an Order to Cease and Desist and the imposition of a fine upon Entertainment Only is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policies and provisions of the Act;
WHEREAS, notice is hereby given to Entertainment Only that the Commissioner intends to impose an administrative fine upon Entertainment Only for each violation;
WHEREAS, the Commissioner ORDERS that ENTERTAINMENT ONLY, LLC CEASE AND DESIST from directly or indirectly violating the provisions of the Act, including without limitation, (1) offering and selling unregistered securities, and (2) employing an unregistered agent of issuer;
THE COMMISSIONER FURTHER ORDERS THAT, pursuant to Section 36b-27 of the Act, Entertainment Only will be afforded an opportunity for a hearing on the allegations set forth above if a written request for a hearing is received by the Department of Banking, Securities and Business Investments Division, 260 Constitution Plaza, Hartford, Connecticut 06103-1800 within fourteen (14) days following Entertainment Only’s receipt of this Order. To request a hearing, complete and return the enclosed Appearance and Request for Hearing Form to the above address. If Entertainment Only will not be represented by an attorney at the hearing, please complete the Appearance and Request for Hearing Form as “pro se”. Once a written request for a hearing is received, the Commissioner may issue a notification of hearing and designation of hearing officer that acknowledges receipt of a request for a hearing, designates a presiding officer and sets the date of the hearing in accordance with Section 4-177 of the General Statutes of Connecticut and Section 36a-1-21 of the Regulations. If a hearing is requested, the hearing will be held on June 1, 2016, at 10 a.m., at the Department of Banking, 260 Constitution Plaza, Hartford, Connecticut.
The hearing will be held in accordance with the provisions of Chapter 54 of the General Statutes of Connecticut. At such hearing, Entertainment Only will have the right to appear and present evidence, rebuttal evidence and argument on all issues of fact and law to be considered by the Commissioner.
If Entertainment Only does not request a hearing within the time period prescribed or fails to appear at any such hearing, the allegations herein against Entertainment Only will be deemed admitted. Accordingly, the Order to Cease and Desist shall remain in effect and become permanent against Entertainment Only and the Commissioner may order that the maximum fine be imposed upon Entertainment Only.
| Dated at Hartford, Connecticut, | _____/s/____________ | |
| this 20th day of April 2016. | Jorge L. Perez | |
| Banking Commissioner |
CERTIFICATION
I hereby certify that on this 20 day of April 2016, I caused to be mailed by certified mail, return receipt requested, the foregoing Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing to Entertainment Only, c/o Ryan Vincent, 243 Golden Harbour Trail, Bradenton, Florida 34212, certified mail no. 7013 3020 0000 4226 8398.
| ___/s/_____ | |
| W. C. Hall | |
| Paralegal |