* * * * * * * * * * * * * * * * * * IN THE MATTER OF:  JOHN L. THRESHIE, JR. THE TIREX CORPORATION (Collectively "Respondents")       * * * * * * * * * * * * * * * * * *

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CONSENT ORDER NO. CO-17-8199-S

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, The Tirex Corporation (“Tirex”), now or formerly of 1771 Post Road East, Westport, Connecticut, is a Connecticut based entity that holds itself out being involved in the tire recycling business.  Tirex is not and has not been registered in any capacity under the Act;

WHEREAS, John L. Threshie, Jr. (“Threshie”) is an individual whose address last known to the Commissioner is in Wilton, Connecticut.  At all times relevant hereto, Threshie was the President, Chief Executive Officer and sole employee of Tirex.  Threshie is not and 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, conducted an investigation pursuant to Section 36b-26(a) of the Act into the activities of Respondents to determine whether they have violated, were violating or were about to violate provisions of the Act or the Regulations (“Investigation”);

WHEREAS, as a result of such Investigation, the Division obtained evidence that, from at least 2013, Respondents offered and sold securities of Tirex pursuant to a letter agreement Threshie provided to investors at the time of their investment.  The letter agreement stated that in exchange for payment, shares of restricted Tirex stock would be issued when Tirex effected a share authorization.  In at least one instance, Respondents guaranteed the investment by representing in the letter agreement that “[i]f at any time you wish to recover any of your investment Tirex will gladly trade your shares and reimburse you.”  The securities offered and sold by Respondents during such time frame were not registered in Connecticut under Section 36b-16 of the Act, nor were they the subject of a filed exemption claim or claim of covered security status;

WHEREAS, in connection with the offer and sale of the unregistered securities, Respondents failed to disclose, inter alia, the risks associated with investing in Tirex and that the investors’ shares might never be issued if authorization failed to occur;

WHEREAS, on December 21, 2016, the Securities and Exchange Commission (“SEC”) filed a civil complaint against Threshie in the United States District Court for the District of Connecticut (“SEC Action”).  The complaint alleged that, beginning in 2006, Threshie offered and sold hundreds of millions of shares of Tirex stock to at least ninety-four individuals in at least nine states and in the process violated Sections 5(a) and 5(c) of the Securities Act of 1933 (SEC v. John L. Threshie, Jr., D. Conn. (Docket No. 3:16 CV 2013 (WWE));

WHEREAS, on December 28, 2016, the U.S. District Court for the District of Connecticut entered a Final Judgment against Threshie ordering that:  (a) Threshie be permanently enjoined from violating Sections 5(a) and 5(c) of the Securities Act of 1933; (b) Threshie be permanently barred from participating in an offering of penny stock; (c) Threshie be permanently restrained and enjoined from directly or indirectly soliciting or accepting funds or anything of value from any person to whom Threshie provides or has provided any information about Tirex without first providing such person a copy the SEC’s filed complaint and any related judgment against Threshie and the SEC’s November 12, 2015 Order of Suspension of Trading in Tirex Corporation stock; and (d) Threshie be liable for disgorgement of $581,815, representing profits gained as a result of the conduct alleged in the complaint, together with prejudgment interest of $140,446.57, and a civil penalty in the amount of $50,000;

WHEREAS, as a result of the Investigation, the Commissioner has reason to believe a basis exists to initiate administrative proceedings against Respondents under Section 36b-27 of the Act, as amended by Public Act 17-236;

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-24, 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, as amended, would constitute a “contested case” within the meaning of Section 4-166(4) of the General Statutes of Connecticut;

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, without holding a hearing and without trial or adjudication of any issue of fact or law, and prior to the initiation of any formal proceeding, the Commissioner and Respondents reached an agreement, the terms of which are reflected in this Consent Order, in full and final resolution of the matters described herein;

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, Respondents expressly consent to the Commissioner’s jurisdiction under the Act and to the terms of this Consent Order;

WHEREAS, Threshie has provided the Commissioner with a written financial affidavit demonstrating that neither he nor Tirex is financially able to pay any restitution and/or fine in addition to the amount ordered as a result of the aforementioned SEC Action, or that might otherwise have been imposed against either of them pursuant to Section 36b-27 of the Act, as amended, as a result of an administrative proceeding or as a term of this Consent Order;

AND WHEREAS, Respondents, through their execution of this Consent Order, specifically assure the Commissioner that none of the violations alleged in this Consent Order shall occur in the future.   

County of:  Fairfield

On this the 20 day of Sept. 2017, before me, the undersigned officer, personally appeared John L. Threshie, Jr., known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.

In witness whereof I hereunto set my hand.  

____/s/_________________________

Notary Public

Date Commission Expires:  12/31/2020

      

County of: Fairfield

On this the 20th day of September 2017, before me, the undersigned officer, personally appeared John L. Threshie, Jr., who acknowledged himself to be the President and Chief Executive Officer of The Tirex Corporation, a corporation, and that he, as such President and Chief Executive Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as President and Chief Executive Officer.

In witness whereof I hereunto set my hand.
  

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