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CONSENT ORDER DOCKET NO. CO-13-8022-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, Euro Group of Companies, Inc. (“Respondent”) formerly known as ICT Technologies, Inc., is a Delaware holding company whose principal place of business was 10 Midland Avenue, Port Chester, New York 10573 until it relocated to 475 Whitney Avenue, New Haven, Connecticut 06511 in February 2012;
WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division”) of the Department of Banking, conducted an investigation pursuant to Section 36b-26(a) of the Act into the activities of Respondent to determine whether it violated, has violated or is about to violate provisions of the Act or Regulations (“Investigation”);
WHEREAS, on October 23, 2013, 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 (collectively “Notice”) (Docket No. CF-13-8022-S) against Respondent, which Notice is incorporated by reference herein;
WHEREAS, on November 5, 2013, Respondent requested a hearing on the matters alleged in the Notice;
WHEREAS, on November 6, 2013, the Commissioner issued a Notification of Hearing and Designation of Hearing Officer, wherein Commissioner scheduled the hearing on the matters alleged in the Notice for January 8, 2014, (“Hearing”) and appointed Department of Banking Attorney Stacey Serrano as the Hearing Officer on the matters alleged in the Notice;
WHEREAS, on January 7, 2014, Hearing Officer Serrano granted a continuance of the Hearing to February 13, 2014;
WHEREAS, on February 6, 2014, Hearing Officer Serrano granted a continuance of the Hearing to March 12, 2014;
WHEREAS, on February 10, 2014, the Commissioner, acting pursuant to Section 36b-27 of the Act, issued an Amended and Restated Order to Cease and Desist, Amended and Restated Notice of Intent to Fine and Notice of Right to Hearing (collectively “Amended Notice”) (Docket No. CF-13-8022-S) which added an additional respondent to the case, which Amended Notice is incorporated by reference herein;
WHEREAS, on March 6, 2014, Hearing Officer Serrano granted another continuance of the Hearing to April 30, 2014;
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(2) of the General Statutes of Connecticut;
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 and Amended Notice without the need for further administrative proceedings;
WHEREAS, this Consent Order relates only to respondent Euro Group of Companies, Inc.;
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;
WHEREAS, Respondent has represented to the Division that it is not presently conducting any business activities in Connecticut and has no known assets;
WHEREAS, Respondent has demonstrated to the Division that it is financially unable to pay the fine that otherwise would have been imposed against it pursuant to Section 36b-27(d) of the Act;
AND WHEREAS, Respondent, through its execution of this Consent Order, specifically assures the Commissioner that none of the violations alleged in the Notice and Amended 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, acknowledges the following allegations of the Commissioner and admits evidence exists for the Commissioner to issue an 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 under the Act:
| 1. | Respondent violated Section 36b-16 of the Act through the offer and sale of 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 subject to an exemption claim or claim of covered security status; |
| 2. | Respondent violated Section 36b-6(b) of the Act by engaging an unregistered agent of issuer; and |
| 3. | Respondent violated Section 36b-4(a) of the Act by, in connection with the offer, sale or purchase of any security, directly or indirectly employing a 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 as a fraud or deceit upon any person; |
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 an order imposing on it the following sanction:
| Euro Group of Companies, Inc. and its affiliates and successors in interest 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, either directly or through any person, organization or other device, including without limitation, offering and selling unregistered securities in and from Connecticut, engaging an unregistered agent of issuer, and in connection with the offer, sale or purchase of any security, directly or indirectly employing a 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 as a fraud or deceit upon any person. |
V. CONSENT ORDER
NOW THEREFORE,
the Commissioner enters the following:| 1. | The Sanction set forth above be and is 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. | Nothing in this Consent Order shall be construed as limiting 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; and |
| 4. | This Consent Order shall become final when entered. |
| So ordered at Hartford, Connecticut, | _______/s/_________ | |
| this 20th day of March 2014. | Howard F. Pitkin | |
| Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Aris Constantinides, state on behalf of Euro Group of Companies, Inc. (“Euro”), 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 Euro; that Euro agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Euro consents to the entry of this Consent Order.
| Euro Group of Companies, Inc. | |
| By: | ______/s/_________________ |
| Name: Aris Constantinides | |
| Title: Former President |
State of: NY
County of: Queens
On this the 12th day of March 2014, before Theodore Kolokouris, the undersigned officer, personally appeared Aris Constantinides, who acknowledged himself to be the Former President of Euro Group of Companies, Inc., and that he, as such Former President, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as Former President.
In witness whereof I hereunto set my hand.
| ____/s/_____________________________ |
| Notary Public |
| Date Commission Expires: October 20, 2014 |