Securities and Business Investments Division
Securities Bulletin

Vol. XXVII  No. 4 - Winter 2013

Features

• Quarterly Statistical Summaries

Enforcement and Other Highlights

• Administrative Actions
• Consent Orders
• Stipulation and Agreements 
• Conditional Registrations
• Noteworthy Civil Litigation

Contributors

Eric Wilder, Director
Cynthia Antanaitis, Assistant Director 

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ADMINISTRATIVE ACTIONS

Gregory Richard Imbruce (CRD # 4392235), Hunton Oil Partners LP, Hunton Oil Genpar LLC, Giddings Oil & Gas LP, Giddings Genpar LLC, Asym Energy Fund III LP and Asym Capital III LLC Directed to Cease and Desist from Regulatory Violations; Notice of Intent to Fine Issued

On December 17, 2013, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-13-8064-S) against 1) Gregory Richard Imbruce of New Canaan, Connecticut; 2) investment fund Hunton Oil Partners LP and its general partner, Hunton Oil Genpar LLC; 3) investment fund Giddings Oil & Gas LP and its general partner Giddings Genpar LLC; and 4) investment fund Asym Energy Fund III LP and its general partner, Asym Capital III LLC.  Each partnership and its respective general partner maintained a business address at 1055 Washington Boulevard, Suite 410, Stamford, Connecticut.  According to the action, respondent Imbruce occupied a control position and exercised critical decision making for the entities.

The action alleged that at designated times between 2009 and 2012, the partnerships offered and sold unregistered securities absent compliance with Section 36b-16 of the Connecticut Uniform Securities Act.

The action also alleged that the general partners transacted business as unregistered investment advisers in contravention of Section 36b-6(c)(1) of the Act; and that, in violation of Section 36b-6(c)(2) of the Act, respondent Imbruce transacted business as an unregistered investment adviser agent.  In addition, the action alleged that respondents violated the antifraud provisions of the Act by failing to disclose material facts to prospective limited partners, including disciplinary proceedings initiated by FINRA against respondent Imbruce relating to Imbruce’s activities while he was associated with Bernard l. Madoff Investment Securities LLC.  The action also claimed that, to induce several prospective limited partners to invest, respondent Imbruce represented to them that he personally invested in the affected limited partnership when that was not the case.  The action also alleged that the subscription agreements for two of the partnerships falsely represented that all applicable blue sky registration requirements had been fulfilled.

The Order to Cease and Desist and Notice of Intent to Fine also alleged that 1) respondent Imbruce violated Section 36b-23 of the Act by making a materially misleading statement to the Division; and 2) respondent Asym Energy Fund III LP employed an unregistered agent of issuer in violation of Section 36b-6(b) of the Act.

Each of the respondents was afforded an opportunity to request a hearing on the Order to Cease and Desist and Notice of Intent to Fine.

Damian Seth Delgado (CRD # 2678371) Fined $50,000 for Materially Aiding in Fraudulent Conduct

On December 4, 2013, the Commissioner entered an Order Imposing Fine (Docket No. CF-13-7839-S) against Damian Seth Delgado of 2609 Dover Glen Circle, Orlando, Florida 32828.  Delgado was the co-manager of Ironclad Investments, LLC, a Connecticut limited liability company located at 195 West Newberry Road, Bloomfield, Connecticut 06002.  Ironclad Investments LLC allegedly held itself out as “a high-performance, arbitraged FOREX fund.” Respondent Delgado and others had been the subject of a September 16, 2013 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing.  The September 16, 2013 action had alleged that respondent Delgado materially aided in a scheme to defraud investors of Terra Energy Resources, Ltd.

Respondent Delgado did not appear or contest the imposition of the fine which was entered by default.

Finding that respondent Delgado materially aided in fraudulent conduct perpetrated by corespondents Christian Meissenn and Gabriel Abensur, the Commissioner fined respondent Delgado $50,000.

Speed of Thought Trading Corporation Fined $50,000

On November 15, 2013, the Banking Commissioner entered an Order Imposing Fine against Speed of Thought Trading Corporation of 1500 Market Street, 12th Floor, East Tower, Philadelphia, Pennsylvania.  The respondent had been the subject of a September 16, 2013 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-13-7839-S) alleging that the respondent violated the securities registration requirement in Section 36b-16 of the Connecticut Uniform Securities Act.

Speed of Thought Trading Corporation did not appear or contest the imposition of the fine which was entered by default against it.

In fining the respondent $50,000 for violating Section 36b-16 of the Act, the Commissioner adopted as conclusions of law the allegations made in the Order to Cease and Desist and Notice of Intent to Fine.

Gabriel Abensur, John Morgan, Rescon Technology Corporation, Northeast Development Corporation, The African Diamond Company, Inc., Hybrid Automotive Technologies, Inc. and Ironclad Investments, LLC Fined $425,000 in the Aggregate for Securities Law Violations

On November 13, 2013, the Banking Commissioner entered seven separate Orders Imposing Fine against 1) Gabriel Abensur of 17/6 Bell Lane, Gibraltar; 2) John Morgan of 183 Madison Avenue, Suite 1719, New York, New York; 3) Rescon Technology Corporation of 1500 Market Street, 12th Floor, East Tower, Philadelphia, Pennsylvania; 4) Northeast Development Corporation (“Northeast”) of 1500 Market Street, #12, Philadelphia, Pennsylvania; 5) Hybrid Automotive Technologies, Inc. (“Hybrid”) of 14 Cranbrook Boulevard, Enfield, Connecticut; 6) Ironclad Investments, LLC (“Ironclad”) of 195 West Newberry Road, Bloomfield, Connecticut, an entity which held itself out as a high performance arbitraged FOREX fund; and 7) The African Diamond Company, Inc. (now known as Coal Corporation) (“African”) of 2325 Dulles Corner Boulevard, Suite 500, Herndon, Virginia.

Each of the respondents had been the subject of a September 16, 2013 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-13-7839-S) alleging various violations of the Connecticut Uniform Securities Act.

None of the respondents appeared or contested the imposition of their respective fines which were entered by default.

Finding that respondent Abensur violated the securities registration and antifraud provisions in Sections 36b-16 and 36b-4(a) of the Act, the Commissioner fined Gabriel Abensur $100,000.  The Order to Cease and Desist against Abensur had become permanent by default on October 18, 2013.  The African Diamond Company, Inc. was fined $50,000 upon a finding that it violated the securities registration provisions in Section 36b-16 of the Act and employed an unregistered agent of issuer in contravention of Section 36b-6(b) of the Act.  Hybrid Automotive Technologies, Inc. was also fined $50,000 for violating Sections 36b-16 and 36b-6(b) of the Act.  Ironclad Investments, LLC was fined $100,000 for violating Section 36b-16 of the Act.  Finding that John Morgan violated Section 36b-16 of the Act and transacted business as an unregistered agent of issuer in violation of Section 36b-6(a) of the Act, the Commissioner fined respondent Morgan $25,000.  Northeast Development Corporation was fined $50,000 for violating Sections 36b-16 and 36b-6(b) of the Act.  In addition, Rescon Technology Corporation was fined $50,000 for violating Section 36b-16 of the Act.

Euro Group of Companies, Inc. Ordered to Cease and Desist from Regulatory Violations; Notice of Intent to Fine Issued

On October 23, 2013, the Banking Commissioner entered an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-13-8022-S) against Euro Group of Companies, Inc. ("Euro Group").  The last known address for the respondent, which was formerly known as ICT Technologies, Inc., is 475 Whitney Avenue, New Haven, Connecticut.  The action alleged that Euro Group violated Section 36b-16 of the Connecticut Uniform Securities Act by offering and selling unregistered nonexempt securities, and that the company employed one Christos Christoforou as an unregistered agent of issuer in violation of Section 36b-6(b) of the Act.  In addition, the action alleged that Euro Group violated the antifraud provisions of the Act by 1) failing to disclose to affected investors, none of whom was a control person of Euro Group, that they could have purchased Euro Group shares in the open market for significantly less than what they paid in the issuer transactions; and 2) failing to provide investors with an offering document that disclosed the risks associated with purchasing Euro Group securities.  The Order alleged that public shares of Euro Group (OTC Bulletin Board symbol:  EGCO) were essentially low priced and thinly traded penny stocks.

The respondent was afforded an opportunity to request a hearing on the Order to Cease and Desist and Notice of Intent to Fine.

J. Capital Advisors, LLC d/b/a J. Capital Advisors Wealth Management (CRD # 151176) and Aaron Jousan Johnson (CRD # 4402048) – Registrations as Investment Adviser and as Investment Adviser Agent Revoked

On October 21, 2013, following an administrative hearing, the Banking Commissioner entered Findings of Fact, Conclusions of Law and an Order by default against J. Capital Advisors, LLC d/b/a J. Capital Advisors Wealth Management of 1610 Saybrook Road, Haddam, Connecticut and Aaron Jousan Johnson, president and control person of the firm. The action had been preceded by a March 18, 2013 Order (Docket No. RS-13-8063-S) summarily suspending the investment adviser registration of J. Capital Advisors, LLC and the investment adviser agent registration of Aaron Jousan Johnson.  Included in the March 18, 2013 Order was a Notice of Intent to Suspend or Revoke the investment adviser and the investment adviser agent registrations of the respondents.

The earlier action had alleged that, in violation of Section 36b-14(d) of the Connecticut Uniform Securities Act and Section 36b-31-14f(b) of the Regulations thereunder, the respondents, despite repeated requests by Division staff, failed to open the firm’s records to examination by the agency.  The March 18, 2013 action had also alleged that the respondents engaged in dishonest or unethical practices by deducting excessive, undisclosed client advisory fees from client accounts; and that the respondents violated Section 36b-31-14e(a) of the Regulations by failing to update the firm’s Form ADV to disclose the status of its business operations, when it was open for business and the scope of its client activity.

Since the respondents failed to appear at the hearing, the Commissioner deemed the allegations in the March 18, 2013 action admitted, finding, among other things, that 1) the respondents wilfully violated Section 36b-14(d) of the Act and Section 36b-31-14f(b) of the Regulations by failing to make records available to the Commissioner; 2) the respondents wilfully engaged in dishonest or unethical practices within the meaning of Section 36b-5(f) of the Act by deducting excessive, undisclosed client advisory fees from client accounts; and 3) the firm failed to update its Form ADV in violation of Section 36b-31-14e(a) of the Regulations.  The October 21, 2013 Order also noted that between the date the respondents' registrations were summarily suspended and April 26, 2013, respondent Johnson withdrew approximately $25,000 in fees from client accounts; that, in total the respondents withdrew approximately $654,000 from the accounts of clients; and that respondent Johnson charged excessive fees on all but three client accounts.

The Order revoked J. Capital Advisors, LLC's registration as an investment adviser effective October 21, 2013 and also revoked the investment adviser registration of Aaron Jousan Johnson effective the same day.

PowerWater Systems, Inc., Duncan Cleworth and PowerWater USA Ltd. Fined $650,000 in the Aggregate for Securities Law Violations; Orders to Cease and Desist Made Permanent

On October 21, 2013, following an administrative hearing, the Banking Commissioner entered Findings of Fact, Conclusions of Law and an Order by default against PowerWater Systems, Inc. (“PSI”), a Canadian corporation located at 159 Main Street, Markham, Ontario, Canada L3P 1Y2; Duncan Cleworth, chairman of PSI; and PowerWater USA Ltd. (“PUL”), a Connecticut corporation located at One Pond Place, Avon, Connecticut 06001.  Respondent Cleworth was also the president of PUL.  The action had been preceded by a January 11, 2013 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-13-7869-S) against the respondents.

The earlier action had alleged that respondents PSI and Cleworth violated Section 36b-16 of the Connecticut Uniform Securities Act, and that respondent PUL materially aided in that violation, by offering and selling unregistered PSI common stock to investors.  The January 11, 2013 action had further alleged that 1) the investors, at respondent Cleworth’s direction, paid PUL for the PSI securities, which payments were deposited in a bank account controlled by Cleworth; and 2) Cleworth withdrew some of the investors' funds from the PUL bank account and used the money for his personal use.  The action had also alleged that 1) respondent Cleworth violated Section 36b-6(a) of the Act by transacting business as an unregistered agent of issuer; 2) respondent PSI violated Section 36b-6(b) of the Act by employing respondent Cleworth in that capacity; and 3) all three respondents violated the antifraud provisions in Section 36b-4(a) of the Act in that they failed to make key disclosures to investors.

Since the respondents failed to appear at the hearing, the Commissioner deemed the allegations in the January 11, 2013 action admitted, finding that 1) the respondents violated Section 36b-16 of the Act by offering and selling unregistered securities; 2) PUL materially aided PSI and Cleworth in their violation of Section 36b-16 of the Act; 3) the respondents violated the antifraud provisions in Section 36b-4(a) of the Act; 4) Cleworth transacted business as an unregistered agent of issuer in violation of Section 36b-6(a) of the Act; and 5) PSI employed Cleworth as an unregistered agent of issuer in violation of Section 36b-6(b) of the Act.

The October 21, 2013 Order rendered permanent the cease and desist orders issued against each respondent on January 11, 2013.  In addition, the Order fined PowerWater Systems, Inc. and Duncan Cleworth $225,000 each, and imposed a $200,000 fine against PowerWater USA Ltd.

CONSENT ORDERS

Fundraising Co-Op, Inc., Buyer Topia, Inc., Nicholas C. Burkholder, Duncan H. Graham and John Weber – Consent Order Entered

On December 13, 2013, the Banking Commissioner entered a Consent Order informally resolving allegations contained in a July 25, 2013 Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CRF-13-883-B) against Fundraising Co-Op, Inc. and Buyer Topia, Inc., both of 600 Louis Drive, Suite 202B, Warminster, Pennsylvania; Nicholas C. Burkholder, an executive officer of respondents Fundraising Co-Op, Inc. and Buyer Topia, Inc.; Duncan H. Graham, the Executive Director of Fundraising Co-Op, Inc. and the Director of Development for Buyer Topia, Inc.; and John Weber, Treasurer of Fundraising Co-Op, Inc.  Each of the respondents signed the Consent Order.  The administrative action had alleged that the respondents violated the Connecticut Business Opportunity Investment Act by offering and selling unregistered business opportunities; making unsubstantiated earnings claims; and engaging in fraudulent conduct in violation of Section 36b-67(6) of the Act, and that respondent Fundraising Co-Op, Inc. violated Section 36b-16 of the Connecticut Uniform Securities Act by selling unregistered interests in a cooperative.

The Consent Order required that Fundraising Co-Op, Inc. and Buyer Topia, Inc. extend a rescission offer to affected Connecticut purchaser-investors and repay by January 31, 2014 those purchaser-investors accepting the offer.  The Consent Order also fined respondents Fundraising Co-Op, Inc. and Buyer Topia, Inc. $7,500, jointly and severally, and directed all respondents to cease and desist from regulatory violations.

Christian Meissenn (CRD # 2212929) Barred from Connecticut Securities Business for Ten Years; Agrees to Pay Partial Restitution to Settle Fraud, Registration Charges

On December 3, 2013, the Banking Commissioner entered a Consent Order with respect to Christian Meissenn of 2681 Corbyton Court, Orlando, Florida.  Meissenn, who was also known as Christian Nigohossian, Christian Mason, Christopher Mason and Christian Levon Nigohossian, had been the subject of two administrative actions by the agency.
  
On September 16, 2013, the Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-13-7839-S) against multiple respondents, including Meissenn. The September 16, 2013 action had alleged that, commencing in 2001, Meissenn and other respondents sold unregistered securities of Speed of Thought Trading Corporation, Rescon Technology Corporation, Northeast Development Corporation, The African Diamond Company, Inc., Ironclad Investments, LLC and Hybrid Automotive Technologies, Inc. in violation of Section 36b-16 of the Connecticut Uniform Securities Act.  The action further alleged that Meissenn violated the antifraud provisions of the Act by inducing investors who previously bought securities issued by one or more of the referenced entities to swap their shares at a premium for different securities, promising profitability but not disclosing critical information on the entity, the involvement of Meissenn in the entity’s operations and the impact of dilution. The action had further alleged that Meissenn engaged in a second fraudulent scheme which involved defrauding investors of Terra Energy Resources, Ltd. (“Terra”), a Delaware corporation quoted on OTC Link LLC.  Meissenn was also the subject of a July 12, 2013 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-13-7795-S) which alleged that Meissenn violated Section 36b-23 of the Act by making a materially false or misleading statement to Division staff during an investigation.

The Consent Order obviated the need for a hearing on the September 16, 2013 and July 12, 2013 administrative actions.

The Consent Order barred respondent Meissenn for ten years from 1) directly or indirectly soliciting or accepting funds for investment purposes for public or private investors in or from Connecticut; 2) transacting business in or from the state as a broker-dealer, agent, investment adviser or investment adviser agent; and 3) engaging in any other activity that would require registration under the state's securities laws.  The Consent Order also directed respondent Meissenn to cease and desist from violative conduct and to pay $14,000 in partial restitution to affected Connecticut investors by December 27, 2013.  The Consent Order indicated that respondent Meissenn had provided documentation evidencing his financial inability to pay full restitution or the amount of the fine that otherwise could have been assessed against him.

UBS Financial Services Inc. (CRD # 8174) Assessed $114,457.79 for Supervisory Lapse Relating to Unregistered Client Service Associates

On October 15, 2013, the Banking Commissioner entered a Consent Order (No. CO-13-8116-S) with respect to UBS Financial Services Inc., a Connecticut registered broker-dealer.  The Consent Order grew out of a multi-state investigation and global settlement by the North American Securities Administrators Association, Inc. (“NASAA”) into the firm’s registration practices between 2004 and 2010  regarding firm Client Service Associates, some of whom were permitted to accept orders from clients. The multi-state investigation found that, on certain occasions, some UBS Client Service Associates, although registered in other states, accepted unsolicited orders to buy or sell securities from clients residing in Connecticut at a time when the Client Service Associates were not also registered under Connecticut’s securities laws.  The Consent Order alleged that, in conjunction with the practice, the firm failed to discharge its supervisory responsibilities, failed to maintain order tickets accurately identifying the person who accepted client orders and failed to abide by state agent registration requirements.

The Consent Order directed the firm to refrain from regulatory violations and to remit $114,457.79 to the department within ten days.  Of that amount, $50,000 constituted an administrative fine and $64,457.79 represented reimbursement for past due agent registration fees for the period from 2004 to 2010.

STIPULATION AND AGREEMENTS

Corre Opportunities Fund, L.P. Fined $1,500 for Late Rule 506 Notice Filing

On December 31, 2013, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-13-8128-S) with Corre Opportunities Fund, L.P., an issuer of securities located at 1370 Avenue of the Americas, 29th Floor, New York, New York.  The Stipulation and Agreement alleged that the company had been delinquent in making a Regulation D Rule 506 notice filing under Section 36b-21(e) of the Connecticut Uniform Securities Act with respect to a limited partnership interest offering commencing in September 2009.  After making the requisite filing, Corre Opportunities Fund, L.P. agreed to pay a $1,500 fine and to refrain from offering or selling securities in or from Connecticut absent compliance with Section 36b-16 of the Act.

CONDITIONAL REGISTRATIONS

Atlantic Alchemy Company, LLC (CRD # 167154) – Investment Adviser Registration Conditioned

On November 20, 2013, the Banking Commissioner executed a Stipulated Agreement (No. ST-13-8118-S) conditioning the registration of Atlantic Alchemy Company, LLC as an investment adviser in Connecticut.  The firm, headed by Darren Brent Mathis, is located at 46 Republic Drive, #342, Bloomfield, Connecticut and is a start-up entity.  Connecticut law requires that the principals of an investment advisory firm fulfill certain experience requirements, and the firm did not satisfy the experience criteria.  The Stipulated Agreement required that, for three years, the firm 1) refrain from charging performance fees; 2) limit its advisory activity to listed securities, investment company securities, commercial paper, certificates of deposit, corporate debt securities, municipal securities, U.S. government securities and insurance products subject to regulation by the Connecticut Insurance Commissioner; and 3) notify the Division promptly concerning any securities-related complaints, actions, arbitrations or other proceedings.

Atlantic Alchemy Company, LLC became registered as an investment adviser under the Connecticut Uniform Securities Act on November 20, 2013.

NOTEWORTHY CIVIL LITIGATION

Pitkin v. Markland Technologies, Inc. (Superior Court, Judicial District of Hartford, 11/4/2013)

On December 2, 2008, the Commissioner entered an Order imposing a $100,000 fine against Markland Technologies, Inc.  In a subsequent civil action to enforce the Order, the court, ruling on the state’s motion for summary judgment, directed the defendant to pay the original $100,000 fine as well as an additional civil fine of $50,000 for failure to abide by the administrative order.

Burke v. Papic (Superior Court, Judicial District of Hartford, 10/3/2013)

On August 8, 2005, following an administrative hearing, the Banking Commissioner entered a cease and desist order against defendant and directed that defendant pay a $40,000 fine by December 8, 2005.  In an appeal by defendant, the Superior Court sustained the Commissioner’s decision, and in March 2009, the Appellate Court affirmed (Papic v. Burke, 113 Conn. App. 198, 965 A.2d 633 (2009).  In a separate action, the Commissioner sought judicial enforcement of the prior administrative order.  On April 23, 2013, the Commissioner filed a motion for summary judgment since the fine remained unpaid.  Held:  Summary judgment was proper, and defendant was directed to pay the original fine of $40,000 plus an additional fine of $10,000 pursuant to Section 36b-27(e) of the Connecticut Uniform Securities Act.

STATISTICAL SUMMARY

Securities Division