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S&E INVESTMENT GROUP
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CONSENT ORDER DOCKET NO. CF-2010-7660-S |
I. PRELIMINARY STATEMENT
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”;
II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Respondent, through its execution of this Consent Order, voluntarily waives 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 itself of Section 36b-27 of the Act and Section 4-177c(a) of the General Statutes of Connecticut; |
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. |
III. ACKNOWLEDGEMENT OF THE COMMISSIONER'S ALLEGATIONS
WHEREAS, Respondent, through its execution of this Consent Order, acknowledges the following allegations of the Commissioner, without admitting or denying them, yet admits sufficient evidence exists for the Commissioner to enter an order to cease and desist and an order imposing a maximum administrative fine of Ten Thousand Dollars ($10,000) per violation against it:
1. | The entry 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; |
2. | Respondent offered and sold securities in Connecticut, absent registration, in violation of Section 36b-16 of the Act, as amended; and |
3. | Respondent failed to disclose certain material items to investors and prospective investors, including, inter alia, the risk of loss of the entire investment, any risk factors related to the investment, any financial information on Respondent or its businesses, and any description as to how the funds would be invested in violation of Section 36b-4(a) of the 2010 Supplement. |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Respondent an opportunity for a hearing;
WHEREAS, Respondent acknowledges the possible consequences of an administrative hearing and voluntarily consents to the entry of the sanctions described below;
AND WHEREAS, Respondent specifically assures the Commissioner that none of the violations alleged in the Notice or this Consent Order shall occur in the future.
IV. CONSENT TO ENTRY OF SANCTIONSWHEREAS, Respondent, through its execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing the following sanctions:
1. | For a period of ten (10) years commencing on the date this Consent Order is entered by the Commissioner, Respondent is barred from 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; |
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; and |
3. | For a period of five (5) years commencing on the date this Consent Order is entered by the Commissioner, DeLuca and any entity under her control shall refrain from directly or indirectly soliciting or accepting funds for investment purposes from public or private investors in or from Connecticut without compliance with this paragraph. DeLuca shall (a) provide the Division Director with at least thirty (30) days advance written advance [sic] notice of the proposed issuance, offer or sale of securities to public or private investors; (b) retain legal counsel experienced in the area of state securities registration and regulation under the Act and not unacceptable to the Division Director to advise her on compliance with the securities laws of Connecticut and other jurisdictions (“Retained Counsel”), including compliance with agent of issuer registration requirements; (c) direct Retained Counsel to prepare and submit all required registration statements and other required documents and fees to the Commissioner and to provide the Division Director with a signed opinion of counsel setting forth the basis for any claim of exemption or covered security status under Section 36b-21 of the Act, as amended by Public Act 10-141, at least thirty (30) days prior to the commencement of the offering; and (d) refrain from offering or selling securities in or from Connecticut to public or private investors prior to receiving a written acknowledgement by Retained Counsel that the Commissioner has declared the registration of such securities effective or that the Division Director has acknowledged the issuer’s claim of exemption or covered security status under Section 36b-21 of the Act, as amended. |
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 and DeLuca 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; and |
3. | This Consent Order shall become final when issued. |
Issued at Hartford, Connecticut, | _______/s/____________ | |
this 17th day of February 2011. | Howard F. Pitkin | |
Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Stephania DeLuca, state on behalf of S&E Investment Group, 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 S&E Investment Group; that S&E Investment Group agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that S&E Investment Group consents to the issuance of this Consent Order.
S&E Investment Group | |
By: | ______/s/_____________ |
Stephania DeLuca | |
Managing General Partner |
State of: FL
On this the 11th day of Feb 2011, before me, [blank in original], the undersigned officer, personally appeared Stephania DeLuca, who acknowledged herself to be the Managing General Partner of S&E Investment Group, a general partnership, and that she, as such Managing General Partner, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company [sic] by herself as Managing General Partner.
_______________/s/________________________
Notary Public/Commissioner of the Superior Court
Date Commission Expires: August 11, 2012
CONSENT TO ENTRY OF ORDER
I, Stephania DeLuca, 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 issuance of this Consent Order, expressly waiving any right to challenge or contest the validity of this Consent Order.
______/s/_______ |
Stephania DeLuca |
State of: FL
County of: Broward
On this the 11th day of Feb 2011, before me, [blank in original], the undersigned officer, personally appeared Stephania DeLuca, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that she executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand.
___________/s/____________________________
Notary Public/Commissioner of the Superior Court
Date Commission Expires: August 11, 2012