* * * * * * * * * * * * * * * * * * * IN THE MATTER OF: V. W. EIMICKE ASSOCIATES, INC. a/k/a THE VWE GROUP, INC.     ("Respondent") * * * * * * * * * * * * * * * * * * *

* * * * * * * * * * *

ORDER TO CEASE AND DESIST NOTICE OF INTENT TO FINE AND NOTICE OF RIGHT TO HEARING DOCKET NO. CF-2006-7085-S

1.	The Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (“Act”), and the regulations promulgated thereunder (Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies) (“Regulations”).
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 Respondent to determine if it has violated, is violating or is about to violate provisions of the Act or Regulations.  Section 36b-26(a) of the Act provides, in pertinent part: The commissioner, in his discretion, may, subject to the provisions of the Freedom of Information Act . . . (1) [m]ake such public or private investigations within or outside of this state as he deems necessary to determine whether any person has violated or is about to violate any provision of sections 36b-2 to 36b-33, inclusive, or any regulation or order thereunder . . . .
3.	As a result of the investigation by the Division, the Commissioner has reason to believe that Respondent has violated certain provisions of the Act.
4.	As a result of the investigation by the Division, the Commissioner has the authority to issue a cease and desist order against Respondent pursuant to Section 36b-27(a) of the 2006 Supplement to the General Statutes, which provides, in pertinent part, that: Whenever it appears to the commissioner after an investigation that any person has violated, is violating or is about to violate any of the provisions of sections 36b-2 to 36b-33, inclusive, . . . or that the further sale or offer to sell securities would constitute a violation of said sections . . . the commissioner may, in the commissioner’s discretion, order (1) the person . . . to cease and desist from the violations . . . of the provisions of said sections . . . or from the further sale or offer to sell securities constituting or which would constitute a violation of the provisions of said sections . . . .  After such an order is issued, the person named in the order may, within fourteen days after receipt of the order, file a written request for a hearing.  Any such hearing shall be held in accordance with the provisions of chapter 54.
5.	As a result of the investigation by the Division, the Commissioner has the authority to impose a fine on Respondent pursuant to Section 36b-27(d) of the Act, which prior to October 1, 2001, provided, in pertinent part, that: (1)  Whenever the commissioner finds as the result of an investigation that any person or persons have violated any of the provisions of sections 36b-2 to 36b-33, inclusive, . . . the commissioner may send a notice to such person or persons by registered mail, return receipt requested.  Any such notice shall include:  (A) A reference to the title, chapter, regulation, rule or order alleged to have been violated; (B) a short and plain statement of the matter asserted or charged; (C) the maximum fine that may be imposed for such violation; and (D) the time and place for the hearing.  Such hearing shall be fixed for a date not earlier than fourteen days after the notice is mailed. (2)  The commissioner shall hold a hearing upon the charges made unless such person or persons fail to appear at the hearing.  Said hearing shall be held in accordance with the provisions of chapter 54.  After the hearing if the commissioner finds that the person or persons have violated any of the provisions of sections 36b-2 to 36b-33, inclusive, . . . the commissioner may, in his discretion and in addition to any other remedy authorized by said sections, order that a fine not exceeding ten thousand dollars per violation be imposed upon such person or persons.  If such person or persons fail to appear at the hearing, the commissioner may, as the facts require, order that a fine not exceeding ten thousand dollars per violation be imposed upon such person or persons.  The commissioner shall send a copy of any order issued pursuant to this subsection by registered mail, return receipt requested, to any person or persons named in such order.

6.	Respondent is a New York corporation whose address last known to the Commissioner is 35 East Grassy Sprain Road, Yonkers, New York 10710.

7.	From at least January 1998 to October 2001, Respondent was an issuer of securities in the form of notes (“Eimicke Securities”).
8.	On several occasions between January 1998 and October 2001, Respondent offered and sold Eimicke Securities to at least one Connecticut investor.
9.	The Eimicke Securities that were offered and sold by Respondent 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 covered securities.
10.	On June 1, 2004, Respondent filed for bankruptcy in the Southern District of New York pursuant to Chapter 11 of the United States Bankruptcy Code.

11.

Paragraphs 1 through 10, inclusive, are incorporated and made a part hereof as if more fully set forth herein.

12.

Respondent offered and sold unregistered securities to at least one Connecticut investor, as more fully described in paragraphs 7 and 8, which securities were not registered in Connecticut under the Act, as more fully described in paragraph 9.  The offer and sale of such securities absent registration constitutes a violation of Section 36b-16 of the Act.  Such violation constitutes a basis for an order to cease and desist to be issued against Respondent under Section 36b-27(a) of the 2006 Supplement to the General Statutes, and for the imposition of a fine against Respondent under Section 36b-27(d) of the Act prior to October 1, 2001.

AS A RESULT OF THE INVESTIGATION BY THE DIVISION, THE COMMISSIONER FINDS that, with respect to the activity described herein, V. W. Eimicke Associates, Inc., a/k/a The VWE Group, Inc., has violated Section 36b-16 of the Act;

THE COMMISSIONER FURTHER FINDS that the issuance of this Order 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.

THE COMMISSIONER THEREFORE ORDERS that V. W. Eimicke Associates, Inc., a/k/a The VWE Group, Inc., CEASE AND DESIST from directly or indirectly violating the provisions of the Act, including without limitation, offering and selling unregistered securities;

THE COMMISSIONER FURTHER ORDERS that, pursuant to Section 36b-27(a) of the 2006 Supplement to the General Statutes, V. W. Eimicke Associates, Inc., a/k/a The VWE Group, Inc., will be afforded an opportunity for a hearing on the allegations set forth above.

A hearing will be granted to V. W. Eimicke Associates, Inc., a/k/a The VWE Group, Inc., if a written request for a hearing is received by the Department of Banking, Legal Division, 260 Constitution Plaza, Hartford, Connecticut 06103-1800 within fourteen (14) days following your receipt of this Order.  The enclosed Appearance and Request for Hearing Form must be completed and mailed to the above address.  If V. W. Eimicke Associates, Inc., a/k/a The VWE Group, Inc., 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 Connecticut General Statutes and Section 36a-1-21 of the Regulations of Connecticut State Agencies.  If a hearing is requested, the hearing will be held on August 15, 2006, 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 Connecticut General Statutes.  At such hearing, V. W. Eimicke Associates, Inc., a/k/a The VWE Group, Inc., 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 shall remain in effect and become permanent if V. W. Eimicke Associates, Inc., a/k/a The VWE Group, Inc., does not request a hearing within the prescribed time period.

WHEREAS, the Commissioner finds as a result of an investigation by the Division that Respondent has violated Section 36b-16 of the Act;

WHEREAS, the Commissioner believes that the imposition of a fine upon Respondent would be in the public interest and consistent with the purposes fairly intended by the policy and provisions of the Act;

AND WHEREAS, notice is hereby given to Respondent that the Commissioner intends to impose a fine not to exceed Ten Thousand Dollars ($10,000) per violation or a maximum fine of Ten Thousand Dollars ($10,000).

NOW THEREFORE, a hearing will be held in accordance with Section 36b-27(d)(2) of the Act and Chapter 54 of the Connecticut General Statutes.

The hearing will be held on August 15, 2006, at 10 a.m., at the Department of Banking, 260 Constitution Plaza, Hartford, Connecticut.

At the hearing, Respondent will have the right to appear and present evidence, rebuttal evidence and argument on all issues of fact and law relating to the allegations stated herein.  If Respondent fails to appear at such hearing, the Commissioner may order that the maximum fine be imposed upon Respondent.