| * * * * * * * * * * * * * * * * * *
ENTERTAINMENT ONLY, LLC * * * * * * * * * * * * * * * * * * |
* * * * * * * * * * * *
|
CONSENT ORDER NO. CO-16-8302-S |
I. PRELIMINARY STATEMENT
WHEREAS, 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;
WHEREAS, Entertainment Only, LLC (“Respondent”) is an inactive Florida limited liability company whose address last known to the Commissioner is 243 Golden Harbour Trail, Bradenton, Florida 34212. Respondent has not been registered in any capacity under the Act;
WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division”) of the Department of Banking (“Department”), conducted an investigation pursuant to Section 36b-26(a) of the Act into the activities of Respondent to determine whether it violated, had violated or was about to violate provisions of the Act or Regulations (“Investigation”);
WHEREAS, as a result of the Investigation, on April 20, 2016, the Commissioner, acting pursuant to Section 36b-27 of the Act, issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-16-8302-S) (collectively “Notice”) against Respondent, which Notice is incorporated by reference herein;
WHEREAS, on June 7, 2016, Respondent requested a hearing on the matters alleged in the Notice;
WHEREAS, on June 9, 2016, the Commissioner issued a Notification of Hearing and Designation of Hearing Officer, wherein the Commissioner scheduled the hearing on the matters alleged in the Notice for September 7, 2016, and appointed Department of Banking Attorney Stacey Serrano as the Hearing Officer on the matters alleged in the Notice;
WHEREAS, as a result of such Investigation, the Division obtained evidence that in approximately 2013, Respondent offered and/or sold $154,000 in securities in and from Connecticut to two investors, 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 and that Respondent engaged at least one unregistered agent of issuer;
WHEREAS, the Commissioner has obtained information indicating that, of the $154,000 in securities offered and sold by Respondent, $11,000 was repaid to investors by Respondent, and that in a related action, $99,000 was repaid to investors by the agent of Respondent and the balance of $44,000 will be repaid out of the proceeds of the sale of the agent’s residence, which is currently listed for sale;
WHEREAS, Section 36b-31(a) of the Act provides, in relevant 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”;
WHEREAS, Section 36b-31(b) of the Act provides, in relevant 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”;
WHEREAS, an administrative proceeding initiated under Section 36b-27 of the Act would constitute a “contested case” within the meaning of Section 4-166(4) of the General Statutes of Connecticut, as amended by Public Act 15-61;
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”;
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations provide that a contested case may be resolved by consent order, unless precluded by law;
WHEREAS, Respondent and the Commissioner now desire to resolve the matters alleged in the Notice without the need for further administrative proceedings;
WHEREAS, the Commissioner finds that 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;
WHEREAS, Respondent expressly consents to the Commissioner’s jurisdiction under the Act and to the terms of this Consent Order;
AND WHEREAS, Respondent, through its execution of this Consent Order, specifically assures the Commissioner that none of the violations alleged in the Notice shall occur in the future.
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, and without admitting or denying the Commissioner’s allegations, acknowledges the following allegations of the Commissioner:
| 1. | Respondent 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; and |
| 2. | Respondent violated Section 36b-6(b) of the Act by employing an unregistered agent of issuer; |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Respondent an opportunity for a hearing;
AND WHEREAS, Respondent acknowledges the possible consequences of an administrative hearing and voluntarily agrees to consent to the entry of the sanctions described below.
IV. CONSENT TO ENTRY OF SANCTIONS
WHEREAS, Respondent, through its execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing on it the following sanctions:
| 1. | Respondent, its control persons, affiliates, successors and assigns shall cease and desist from directly or indirectly violating the provisions of the Act, including, without limitation, engaging in any activity in or from Connecticut that violates Sections 36b-16 or 36b-6(b) of the Act; and |
| 2. | No later than the date this Consent Order is entered by the Commissioner, Respondent, through its managing member, shall pay to the Department by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut” the sum of two thousand five hundred dollars ($2,500) as an administrative fine. |
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 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. | This Consent Order shall not preclude additional proceedings by the Commissioner against Respondent for acts or omissions not specifically addressed in this Consent Order or for acts and/or omissions that do not arise from the facts or transactions addressed herein; |
| 4. | This Consent shall not preclude the Commissioner’s ability to take enforcement action against Respondent 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; |
| 5. | Respondent shall not take any action or make or permit to be made any public statement, including in regulatory filings or otherwise, denying, directly or indirectly, any allegation referenced in this Consent Order or create the impression that this Consent Order is without factual basis; and |
| 6. | Respondent shall not take any position in any proceeding brought by or on behalf of the Commissioner, or to which the Commissioner is a party, that is inconsistent with any part of this Consent Order. However, nothing is this Consent Order affects Respondent’s testimonial obligations or right to take any legal or factual position in litigation, arbitration, or other legal proceedings in which the Commissioner is not a party[.] |
| So ordered at Hartford, Connecticut, | _____/s/____________ | |
| this 29th day of Aug. 2016. | Jorge L. Perez | |
| Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Ryan A. Vincent, state on behalf of Entertainment Only, LLC, 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 Entertainment Only, LLC; that Entertainment Only, LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Entertainment Only, LLC consents to the entry of this Consent Order.
| Entertainment Only, LLC | |
| By: | ____/s/_____________ |
| Ryan A. Vincent | |
| Managing Member |
State of: Florida
County of: Hillsborough
On this the 26 day of August 2016, before me, the undersigned officer, personally appeared Ryan A. Vincent, who acknowledged himself to be the Managing Member of Entertainment Only, LLC, and that he, as such Managing Member, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as Managing Member.
In witness whereof I hereunto set my hand.
| ____/s/________________________ |
| Notary Public |
| Date Commission Expires: 6/12/2019 |