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ORDER TO CEASE AND DESIST ORDER TO MAKE RESTITUTION AND NOTICE OF RIGHT TO HEARING DOCKET NO. CRF-15-8179-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 (“Division”) of the Department of Banking, has conducted an investigation into the activities of Rosemarie Pokorski d/b/a Second Impression (“Pokorski”) to determine if Pokorski 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 Pokorski 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 Pokorski pursuant to Section 36b-27(a) of the Act. |
| 5. |
As a result of the Investigation, the Commissioner has the authority to order that Pokorski make restitution pursuant to Section 36b-27(b) of the Act. |
| 6. | As a result of the Investigation, the Commissioner has the authority to impose a fine upon Pokorski pursuant to Section 36b-27(d) of the Act. |
II. RESPONDENT
| 7. |
Pokorski is an individual whose mailing address last known to the Commissioner is York Correctional Institution, 201 West Main Street, Niantic, Connecticut 06357. Pokorski is not and has not been registered in any capacity under the Act. From approximately February 1, 2012 to approximately February 1, 2013, Pokorski did business as Second Impression. |
III. STATEMENT OF FACTS
8.
From approximately February 1, 2012 to approximately February 1, 2013, Pokorski entered into investment agreements (“Agreements”) with at least four individuals (“Investors”), all of whom were and are residents of Connecticut. In return, the Investors gave Pokorski approximately twenty four thousand dollars ($24,000) in the aggregate to invest. Each Agreement, on its face, indicated that Pokorski was in the business of purchasing antiques and collectibles in bulk (“Collateral”) from estates and other sources, and that the Investors’ money would be used to purchase Collateral. In soliciting the Investors, Pokorski represented to them that she (Pokorski) would purchase Collateral, sell it and then divide the profits between herself and each Investor based on the percentage of each Investor’s investment. The Investors relied on Polorski’s representations concerning profit in making their investment decision.
9.
Despite her representations to the Investors, Pokorski did not use the investment proceeds to purchase Collateral, but rather she spent most, if not all, of the investment proceeds on personal expenses.
10.
The Agreements 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.
11.
Although Pokorski repaid one of the Investors a portion of her investment, there is still an outstanding balance owed to the Investors of approximately twenty two thousand dollars ($22,000).
12.
On or about August 25, 2014, Pokorski was arrested by the Waterford, Connecticut police department and charged with first-degree larceny, securities fraud and three counts of second-degree larceny. The matter is currently pending and Pokorski has not been proven guilty.
ORDER TO MAKE RESTITUTION AND ORDER IMPOSING FINE
a. Violation of Section 36b-16 of the Act -
Offer and Sale of Unregistered Securities
| 13. | Paragraphs 1 through 12, inclusive, are incorporated and made a part hereof as if more fully set forth herein. |
| 14. |
Pokorski 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 10. 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 Pokorski under Section 36b-27(a) of the Act, an order that Pokorski make restitution under Section 36b-27(b) of the Act, and for the imposition of a fine upon Pokorski under Section 36b-27(d) of the Act. |
b. Violation of Section 36b-4(a) of the Act by Pokorski –
Fraud in Connection with the Offer, Sale or
Purchase of any Security
| 15. | Paragraphs 1 through 14, inclusive, are incorporated and made a part hereof as if more fully set forth herein. |
| 16. |
The conduct of Pokorski, as more fully described in paragraphs 8 through 11, inclusive, constitutes, 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 or would operate as a fraud or deceit upon any person. Such conduct constitutes a violation of Section 36b-4(a) of the Act, which forms a basis for an order to cease and desist to be issued against Pokorski under Section 36b-27(a) of the Act, an order that Pokorski make restitution under Section 36b-27(b) of the Act, and for the imposition of a fine upon Pokorski under Section 36b-27(d) of the Act. |
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, Pokorski has committed at least one violation of Section 36b-16 of the Act and at least one violation of Section 36b-4(a) of the Act;
WHEREAS, the Commissioner further finds that the issuance of an Order to Cease and Desist, Order to Make Restitution and the imposition of a fine upon Pokorski 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 Pokorski that the Commissioner intends to impose a maximum fine not to exceed one hundred thousand dollars ($100,000) per violation upon Pokorski;
WHEREAS, the Commissioner ORDERS that ROSEMARIE POKORSKI CEASE AND DESIST from directly or indirectly violating the provisions of the Act, including without limitation, (1) offering and selling unregistered securities, and (2) 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 or would operate as a fraud or deceit upon any person;
WHEREAS, the Commissioner ORDERS that ROSEMARIE POKORSKI MAKE RESTITUTION of any sums obtained as a result of Pokorski’s violation of Section 36b-4(a) of the Act, plus interest at the legal rate set forth in Section 37-1 of the General Statutes of Connecticut. Specifically, the Commissioner ORDERS that:
| 1. | Within thirty (30) days from the date this Order to Make Restitution becomes permanent, Pokorski shall provide the Division with a written disclosure which contains (a) the name and address of each investor who entered into an “Agreement” (or similar instrument) with Pokorski between approximately February 1, 2012 to approximately February 1, 2013; (b) the amount collected from each investor, (c) the date of each investment, and (d) the amount of any refunds of principal or purported interest payments made to each investor; |
| 2. | Within forty-five (45) days from the date this Order to Make Restitution becomes permanent, Pokorski shall reimburse each investor the amount of funds collected from the investor in connection with the “Agreements”, (or similar instruments) plus interest, less funds returned in the form of purported refunds of principal and purported interest payments. Such restitution shall be made by certified check, and shall be sent by certified mail, return receipt requested, to each affected investor; and |
| 3. | Within ninety days (90) days from the date this Order to Make Restitution becomes permanent, Pokorski shall provide the Division with proof in the form of copies of the certified checks and the return receipts required by paragraph 2 of Section V of this Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Fine and Notice of Right to Hearing that Pokorski has reimbursed each investor the amount of funds collected from the investor plus interest, less funds returned in the form of purported refunds of principal and purported interest payments, with respect to each investor who entered into an “Agreement” (or similar instrument) with Pokorski. |
THE COMMISSIONER FURTHER ORDERS THAT, pursuant to Section 36b-27 of the Act, Pokorski 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 Pokorski’s receipt of this Order. The enclosed Appearance and Request for Hearing Form must be completed and mailed to the above address. If Pokorski 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 April 9, 2015, 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, Pokorski 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.
This Order to Cease and Desist shall remain in effect and become permanent against Pokorski if she fails to request a hearing within the prescribed time period or fails to appear at any such hearing.
This Order to Make Restitution shall remain in effect and become permanent against Pokorski if she fails to request a hearing within the prescribed time period or fails to appear at any such hearing.
The Commissioner may order that the maximum fine be imposed upon Pokorski if she fails to request a hearing within the prescribed time period or fails to appear at any such hearing.
| Dated at Hartford, Connecticut, | _____/s/_________________ | |
| this 26th day of February 2015. | Bruce H. Adams | |
| Acting Banking Commissioner |
CERTIFICATION
I hereby certify that on this 26th day of March 2015, the foregoing Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Fine and Notice of Right to Hearing was sent by certified mail, return receipt requested, to Rosemarie Pokorski, c/o York Correctional Institution, Inmate No. 319827, Legal Mail, 201 West Main Street, Niantic, Connecticut 06357, certified mail no. 7014 0150 0001 5924 6478, and Rosemarie Pokorski, c/o Attorney Jennifer B. Nowak, Connecticut Public Defender’s Office, 112 Broad Street, New London, Connecticut 06320, certified mail no. 7014 0150 0001 5924 6461.
| ____/s/___________ |
| Elena Zweifler |
| Prosecuting Attorney |