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DREW R. FRASER * * * * * * * * * * * * * * * * * * |
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CONSENT ORDER NO. CO-14-8077-S |
I. PRELIMINARY STATEMENT
II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Respondents, through their execution of this Consent Order, voluntarily waive the following rights:
1. | To be afforded notice and 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 themselves of Section 36b-27 of the Act and Section 4-177c(a) of the General Statutes of Connecticut; |
3. | To present their respective positions in a hearing in which each 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, Respondents, through their execution of this Consent Order, acknowledge the following allegations of the Commissioner without admitting or denying them, yet admit sufficient evidence exists for the Commissioner to issue a permanent order to cease and desist and 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 thereunder:
1. | Respondents violated Section 36b-16 of the Act through the offer and sale of unregistered securities in or from Connecticut to at least one investor, which securities were not registered in Connecticut under 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; |
2. | Fraser violated Section 36b-6(a) of the Act by transacting business as an unregistered agent of issuer; |
3. | Salt Wall violated Section 36b-6(b) of the Act by employing one or more unregistered agents of issuer; and |
4. | The foregoing conduct, if proven, forms a basis for the initiation of administrative proceedings against Respondents pursuant to Section 36b-27 of the Act; |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Respondents an opportunity for a hearing;
AND WHEREAS, Respondents acknowledge the possible consequences of an administrative hearing and voluntarily agree to consent to the entry of the sanctions described below.
IV. CONSENT TO ENTRY OF SANCTIONS
WHEREAS, Respondents, through their execution of this Consent Order, consent to the Commissioner’s entry of an order imposing on them the following sanctions:
1. | Fraser shall cease and desist from directly or indirectly violating the provisions of the Act and the Regulations, including without limitation: (a) offering and selling unregistered securities in and from Connecticut; and (b) transacting business as an agent of issuer in this state without registering as an agent of issuer under the Act; |
2. | For a period of seven (7) years commencing on the date this Consent Order is entered by the Commissioner, Fraser, either directly or through any person, organization, entity or other device, shall be BARRED from: (a) 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; (b) from directly or indirectly soliciting or accepting funds for investment purposes from public or private investors in or from Connecticut; and (c) from directly or indirectly engaging in any activity which would require Fraser to register under the Act; |
3. | Nothing in this Consent Order shall preclude Fraser, upon a showing of good cause, from applying in writing for relief from the provisions of paragraph 2 of Section IV Consent to Entry of Sanctions of this Consent Order after five (5) years have elapsed from the entry hereof. The grant of such relief shall be in the sole discretion of the Division; and |
4. | Salt Wall, its representatives, agents, employees, affiliates, assigns, subsidiaries, and successors in interest shall cease and desist from directly or indirectly violating the provisions of the Act and the Regulations, including without limitation: (a) offering and selling unregistered securities in and from Connecticut; and (b) employing one or more unregistered agents of issuer. |
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 any Respondent and/or its affiliates and successors in interest 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. | Nothing in this Consent Order shall be construed as limiting the Commissioner’s ability to take enforcement action against any Respondent and/or its affiliates and successors in interest 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 |
4. | This Consent Order shall become final when entered. |
So ordered at Hartford, Connecticut, | _______/s/_________ | |
this 28th day of February 2014. | Howard F. Pitkin | |
Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Drew R. Fraser, 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/______ |
Drew R. Fraser |
State of: California
County of: San Joaquin
On this the 22 day of February 2014, before me, Kelley Weis, the undersigned officer, personally appeared Drew R. Fraser, 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/_________________________ |
Notary Public |
Date Commission Expires: Oct 30 2015 |
I, Drew R. Fraser, state on behalf of Salt Wall Trading, Inc., 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 Salt Wall Trading, Inc.; that Salt Wall Trading, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Salt Wall Trading, Inc. consents to the entry of this Consent Order.
Salt Wall Trading, Inc. | |
By: | ____/s/____________ |
Drew R. Fraser | |
Chief Executive Officer |
State of: California
County of: San Joaquin
On this the 22 day of February 2014, before me, Kelley Weis, the undersigned officer, personally appeared Drew R. Fraser, who acknowledged himself to be Chief Executive Officer of Salt Wall Trading, Inc., and that he, as such Chief Executive Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation himself as Chief Executive Officer.
____/s/_________________________ |
Notary Public |
Date Commission Expires: Oct 30 2015 |