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FIRST FINANCIAL LLC * * * * * * * * * * * * * * * |
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ORDER TO CEASE AND DESIST ORDER IMPOSING FINE |
I. PRELIMINARY STATEMENT
WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the Connecticut General Statutes, 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 of the Department of Banking (“Department”), conducted an investigation into the activities of Respondents, pursuant to Section 36b-26(a) of the Act, to determine if Respondents had violated, were violating or were about to violate provisions of the Act or Regulations;
WHEREAS, on January 3, 2013, the Commissioner, acting pursuant to Sections 36b-27(a) and 36b-27(d) of the Act, issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing against Respondents (collectively “Notice”), which Notice is incorporated by reference herein;
WHEREAS, in the Notice, the Commissioner ordered that Respondents cease and desist from directly or indirectly violating the provisions of the Act and Regulations, including without limitation: (1) offering and selling unregistered securities in violation of Section 36b-16 of the Act, and (2) in connection with the offer, sale or purchase of any security, directly or indirectly employing any 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 in violation of Section 36b-4(a) of the Act;
WHEREAS, in the Notice, the Commissioner found with respect to the activity described therein, that each Respondent 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, and that the Commissioner intended to impose a maximum fine upon each Respondent not to exceed One Hundred Thousand Dollars ($100,000) per violation;
WHEREAS, in the Notice, the Commissioner notified Respondents that each Respondent could request a hearing concerning the allegations set forth in the Notice;
WHEREAS, on January 3, 2013, the Notice was sent by certified mail, return receipt requested, to Respondents;
WHEREAS, on January 25, 2013, Respondents requested a hearing on the Notice;
WHEREAS, on January 30, 2013, the Commissioner issued a Notification of Hearing and Designation of Hearing Officer stating that the hearing would be held on February 26, 2013, at 10 a.m. (“Hearing”), at the Department and appointing Attorney Stacey Serrano as Hearing Officer;
WHEREAS, on February 22, 2013, Hearing Officer Serrano granted Respondents’ request for a continuance of the Hearing and rescheduled the Hearing to March 27, 2013, at 10 a.m.;
WHEREAS, on March 27, 2013, Attorney Paul A. Bobruff represented the Department at the Hearing and Respondents failed to appear at the Hearing;
WHEREAS, Section 36a-1-31(b) of the Regulations of Connecticut State Agencies provides, in pertinent part, that “[w]hen a party fails to appear at a scheduled hearing, the allegations against the party may be deemed admitted. Without further proceedings or notice to the party, the presiding officer shall submit to the commissioner a proposed final decision containing the relief sought in the notice, provided the presiding officer may, if deemed necessary, receive evidence from the department, as part of the record, concerning the appropriateness of the amount of any . . . fine . . . sought in the notice”;
WHEREAS, Section 36b-27(d)(2) of the Act provides, in pertinent part, that “[i]f such person fails to appear at the hearing, the commissioner may, as the facts require, order that a fine not exceeding one hundred thousand dollars per violation be imposed upon such person”;
WHEREAS, Section 36b-31(a) of the Act provides, in pertinent 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”;
AND WHEREAS, Section 36b-31(b) of the Act provides, in pertinent 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.”
II. FINDINGS OF FACT AND CONCLUSIONS OF LAW
| 1. | The following facts shall constitute findings of fact within the meaning of Section 4-180(c) of the Connecticut General Statutes and Section 36a-1-52 of the Regulations of Connecticut State Agencies: (a) The facts as set forth in paragraphs 8 through 18, inclusive, of the Notice; (b) since 2007, investors invested more than $6 million with First Financial LLC (Tr. at 20); (c) of the amount invested, Feisal Sharif used over $600,000 for personal expenses (Tr. at 21); and (d) no disclosure documents concerning First Financial LLC were ever provided to investors (Tr. at 22). |
| 2. | The conclusions set forth in paragraphs 20 and 22 of the Notice shall constitute conclusions of law within the meaning of Section 4-180(c) of the Connecticut General Statutes and Section 36a-1-52 of the Regulations of Connecticut State Agencies. |
| 3. | The Commissioner finds that each Respondent committed one violation of Section 36b-16 of the Act and one violation of Section 36b-4(a) of the Act. |
| 4. |
The Commissioner finds that the facts require the issuance of a permanent order to cease and desist against each Respondent. |
| 5. | The Commissioner finds that the facts require the imposition of a fine against each Respondent. |
| 6. | The Commissioner complied with Sections 36b-27(a) and 36b-27(d) of the Act and Section 4-177 of the Connecticut General Statutes. |
| 7. | Based upon the nature of each Respondent’s actions in violation of the Act and the absence of mitigating factors in the record regarding Respondents’ violations of the Act that justify lesser sanctions in this case, the Commissioner finds that the issuance of an order to cease and desist and imposition of the maximum fine against each Respondent is necessary and appropriate in the public interest and 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, of the Act. |
III. ORDER
Having read the record, I hereby ORDER, pursuant to Sections 36b-27(a) and 36b-27(d) of the Act, that:
| 1. | The Order to Cease and Desist issued against First Financial LLC on January 3, 2013, shall be and is hereby made PERMANENT; |
| 2. |
The Order to Cease and Desist issued against Feisal Sharif on January 3, 2013, shall be and is hereby made PERMANENT; |
| 3. | A fine of Two Hundred Thousand Dollars ($200,000) be imposed against First Financial LLC, to be remitted to the Department of Banking by cashier’s check, certified check or money order, made payable to “Treasurer, State of Connecticut”, no later than thirty (30) days from the date this Order is mailed; |
| 4. | A fine of Two Hundred Thousand Dollars ($200,000) be imposed against Feisal Sharif, to be remitted to the Department of Banking by cashier’s check, certified check or money order, made payable to “Treasurer, State of Connecticut”, no later than thirty (30) days from the date this Order is mailed; and |
| 5. | This Order shall become effective when mailed. |
| Dated at Hartford, Connecticut, | ______/s/__________ | |
| this 13th day of May 2013. | Howard F. Pitkin | |
| Banking Commissioner |
This Order was sent by certified mail,
return receipt requested, to
Respondents on May 13, 2013.
First Financial LLC
c/o Feisal Sharif
49 Rose Street # 309
Branford, CT 06405
Certified Mail No. 7011 0470 0002 2572 9724
Feisal Sharif
49 Rose Street # 309
Branford, CT 06405
Certified Mail No. 7011 0470 0002 2572 9731