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IN THE MATTER OF: ("Respondent") * * * * * * * * * * * * * * * * * * * * |
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CONSENT ORDER |
I. PRELIMINARY STATEMENT
WHEREAS, 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;
WHEREAS, the Commissioner, through the Securities and Business Investments Division ("Division") of the Department of Banking, conducted an investigation pursuant to Section 36b-26(a) of the Act into the activities of Christian Meissenn a/k/a Christian Nigohossian a/k/a Christian Mason a/k/a Christopher Mason a/k/a Christian Levon Nigohossian ("Meissenn") to determine if he had violated, was violating or was about to violate provisions of the Act or Regulations;
WHEREAS, on July 12, 2013, the Commissioner, acting pursuant to Section 36b-27 of the Act, issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (collectively "Notice") (Docket No. CF-13-7795-S) against Respondent, which Notice is incorporated by reference herein;
WHEREAS, on July 23, 2013, Respondent requested a hearing on the matters alleged in the Notice;
WHEREAS, on August 18, 2013 the Commissioner issued a Notification of Hearing and Designation of Hearing Officer, wherein [the] Commissioner scheduled the hearing on the matters alleged in the Notice for October 8, 2013 and appointed Department of Banking Attorney Stacey Serrano as the Hearing Officer on the matters alleged in the Notice;
WHEREAS, on September 16, 2013, the Commissioner, acting pursuant to Section 36b-27 of the Act, issued a second Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (collectively "Second Notice") (Docket No. 13-7839-S) against Respondent, which Second Notice is incorporated by reference herein;
WHEREAS, on September 19, 2013, Respondent requested a hearing on the matters alleged in the Second Notice;
WHEREAS, on September 24, 2013, the Commissioner issued a Notification of Hearing and Designation of Hearing Officer, wherein [the] Commissioner scheduled the hearing on the matters alleged in the Second Notice for November 21, 2013 and appointed Department of Banking Attorney Stacey Serrano as the Hearing Officer on the matters alleged in the Second Notice;
WHEREAS, on September 25, 2013, the Division made a motion to consolidate the matters with regard to Respondent set forth in the Notice (Docket No. CF-13-7795-S), and Second Notice (Docket No. CF-13-7839-S), and requesting that all matters related to Respondent be heard at the hearing scheduled for November 21, 2013;
WHEREAS, on September 27, 2013, pursuant to Section 36a-1-28(a) of the Regulations of Connecticut State Agencies, the Hearing Officer consolidated the matters with regard to Respondent set forth in the Notice (Docket No. CF-13-7795-S) and Second Notice (Docket No. CF-13-7839-S) and scheduled the hearing in both matters with regard to Respondent for November 21, 2013;
WHEREAS, the individual described in the Second Notice as Investor A has incurred financial losses arising out of Respondent's alleged violations of the Act as set forth in the Second Notice;
WHEREAS, Respondent has agreed to pay Investor A partial restitution in the amount of eleven thousand dollars ($11,000);
WHEREAS, a second individual ("Investor B") has incurred financial losses arising out of Respondent's alleged violations of the Act as set forth in the Second Notice;
WHEREAS, Respondent has agreed to pay Investor B partial restitution in the amount of three thousand dollars ($3,000);
WHEREAS, Respondent has provided documentation to the Division evidencing Respondent's financial inability to pay Investor A and Investor B more than the partial restitutionary amounts of eleven thousand dollars ($11,000) and three thousand dollars ($3,000), respectively;
WHEREAS, Section 36b-31(a) of the Act provides, in relevant part, that “[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-34, inclusive";
WHEREAS, Section 36b-31(b) of the Act provides, in relevant part, that “[n]o . . . order may be made . . . unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of sections 36b-2 to 36b-34, inclusive";
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 General Statutes of Connecticut;
WHEREAS, Section 36b-27(f) of the Act provides, in relevant part, that “[a]ny time after the issuance of an order or notice provided for in subsection (a) . . . or subdivision (1) of subsection (d) of this section, the commissioner may accept an agreement by any respondent named in such order or notice to enter into a written consent order in lieu of an adjudicative hearing";
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by consent order, unless precluded by law;
WHEREAS, Respondent and the Commissioner now desire to resolve the matters alleged in the Notice without the need for further administrative proceedings;
WHEREAS, the issuance of this Consent Order is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act;
WHEREAS, Respondent has provided documentation to the Division evidencing his financial inability to pay the fine or full restitutionary amount that otherwise may have been assessed against him pursuant to the Notice, the Second Notice and this Consent Order;
AND WHEREAS, Respondent specifically assures the Commissioner that none of the violations alleged in the Notice or Second Notice shall occur in the future.
II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Respondent, through his execution of this Consent Order, voluntarily waives the following rights:
| 1. | To be afforded an opportunity for a hearing within the meaning of Section 36b-27 of the Act and Section 4-177(a) of the General Statutes of Connecticut; |
| 2. | To present evidence and argument and to otherwise avail himself of Section 36b-27 of the Act and Section 4-177c(a) of the General Statutes of Connecticut; |
| 3. |
To present his position in a hearing in which he 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. |
III. ACKNOWLEDGEMENT OF THE COMMISSIONER'S ALLEGATIONS
WHEREAS, Respondent, through his execution of this Consent Order, acknowledges the following allegations of the Commissioner and admits sufficient evidence exists for the Commissioner to issue an order to cease and desist, an order to make restitution, and/or an order imposing a maximum administrative fine of one hundred thousand dollars ($100,000) per violation of the Act, or any regulation, rule or order adopted or issued under the Act:
| 1. |
Respondent violated Section 36b-23 of the Act by making statements to the Division during the Division's investigation which statements were at the time and in light of the circumstances under they were made, false or misleading in a material respect; |
| 2. | Respondent violated Section 36b-16 of the Act through the offer and sale of unregistered non- exempt securities in or from Connecticut to at least one investor; and |
| 3. | Respondent violated Section 36b-4(a) of the Act by in connection with the offer, sale or purchase of any security, directly or indirectly employing a device, scheme or artifice to defraud, making an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or engaging in an act, practice or course of business which operates as a fraud or deceit upon any person. |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Respondent an opportunity for a hearing;
AND WHEREAS, Respondent acknowledges the possible consequences of an administrative hearing and voluntarily agrees to consent to the entry of the sanctions described below.
IV. CONSENT TO ENTRY OF SANCTIONS
WHEREAS, Respondent, through his execution of this Consent Order, consents to the Commissioner's entry of a Consent Order imposing on him the following sanctions:
| 1. | For a period of ten (10) years commencing on the date this Consent Order is entered, Respondent shall be BARRED from (a) from directly or indirectly soliciting or accepting funds for investment purposes from public or private investors in or from Connecticut; (b) transacting business in or from Connecticut as a broker-dealer, agent, investment adviser or investment adviser agent, as such terms are defined in the Act, and notwithstanding any definitional exclusion that might otherwise be available under the Act; and (c) from directly or indirectly engaging in any activity not included in the foregoing subparagraphs (a) or (b) which would require Respondent to register under the Act; |
| 2. | Respondent shall cease and desist from engaging in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, either directly or through any person, organization or other device, including without limitation, (a) making statements to the Division during an investigation which are, at the time and in light of the circumstances under which they are made, false or misleading in a material respect; (b) offering and selling unregistered securities; and (c) in connection with the offer, sale or purchase of any security, directly or indirectly employing a device, scheme or artifice to defraud, making an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or engaging in an act, practice or course of business which operates as a fraud or deceit upon any person; |
| 3. | On or before December 27, 2013, Respondent shall remit to Investor A by cashier's check, certified check or money order the sum of eleven thousand dollars ($11,000), which shall constitute partial restitution to Investor A arising out of the matters set forth in the Second Notice. On or before January 2, 2013 [sic], Respondent shall provide the Division with proof in the form of a copy of the cashier's check, certified check or money order that Respondent remitted the amount of eleven thousand dollars ($11,000) to Investor A; and |
| 4. | On or before December 27, 2013, Respondent shall remit to Investor B by cashier's check, certified check or money order the sum of three thousand dollars ($3,000), which shall constitute partial restitution to Investor B arising out of the matters set forth in the Second Notice. On or before January 2, 2013 [sic], Respondent shall provide the Division with proof in the form of a copy of the cashier's check, certified check or money order that Respondent remitted the amount of three thousand dollars ($3,000) to Investor B. |
V. CONSENT ORDER
NOW THEREFORE, the Commissioner enters the following:
| 1. | The Sanctions 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 Respondent based upon a violation of this Consent Order or the matters underlying its entry if the Commissioner determines that compliance with the terms herein is not being observed; |
| 3. | After seven years have elapsed from the date this Consent Order is entered, Respondent may, for good cause shown, request that the Commissioner relieve him from the bar contained in Paragraph 1 of Section IV of this Consent Order by filing a written application with the Division Director setting forth the basis for the request. The Division Director shall review the request and make a decision based on the Director's review. The Division Director may, in his/her sole discretion, grant, deny or condition the relief sought pursuant to this paragraph; |
| 4. | Nothing in this Consent Order shall be construed as limiting the Commissioner's ability to take enforcement action against Respondent based upon evidence of which the Division was unaware on the date hereof relating to a violation of the Act or any regulation or order under the Act; and |
| 5. | This Consent Order shall become final when entered. |
| So ordered at Hartford, Connecticut, | ______/s/__________ | |
| this 3rd day of December 2013. | Howard F. Pitkin | |
| Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Christian Meissenn a/k/a Christian Nigohossian a/k/a Christian Mason a/k/a Christopher Mason a/k/a Christian Levon Nigohossian (“Christian Meissenn”), state that I have read the foregoing Consent Order; that I know and fully understand its contents; that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that I consent to the entry of this Consent Order.
| ______/s/________ |
| Christian Meissenn |
State of: Connecticut
County of: Hartford
On this the 2nd day of December 2013, before me, Francine E. Cyr, the undersigned officer, personally appeared Christian Meissenn, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.
_____/s/________________________
Date Commission Expires: 12-31-2018