Bulletin # 2325
Week Ending September 12, 2008

This bulletin constitutes the only official notification you will receive from this office concerning any of the following applications. Any observations you may have are solicited. Any comments should be in writing to Howard F. Pitkin, Banking Commissioner, at the Connecticut Department of Banking, 260 Constitution Plaza, Hartford, CT 06103-1800 or via E-mail. Written comments will be considered only if they are received within ten days from the date of this bulletin.

The Securities and Business Investments Division, in conjunction with the Securities Advisory Council to the Department, is sponsoring its 20th annual Securities Forum conference on Thursday, October 23, 2008 at the Sheraton Hotel in Stamford, Connecticut.  A timely and outstanding agenda of panel presentations, featuring expert speakers, will help financial industry professionals keep abreast of current and evolving regulatory developments.  Stephen A. Ross, Franco Modigliani Professor of Financial Economics at Massachusetts Institute of Technology (MIT), will deliver the keynote address.  With more than 35 years of research and teaching to his credit, Dr. Ross has had a major impact on the field of finance, and has authored more than 100 related articles.  Among other things, he invented the Arbitrage Pricing Theory and conducted cutting edge studies in the areas of financial derivatives and interest rate models.  Models developed by Dr. Ross and his coworkers are now standards for pricing in major securities trading firms.  Dr. Ross is also the Chief Investment Officer and Principal of Ross Institutional Investors, LLC, a firm managing portfolios of alternative investments, and the Chairman of Compensation Valuation, Inc., a leading provider of option valuation services.  Dr. Ross is on the board of directors of the Freddie Mac where he chairs the Finance and Capital Deployment Committee.  The registration fee (which includes materials and luncheon) is $70 per person, but if you register by September 26, 2008, you qualify for the Early Bird discount of $60 per person.  Multiple attendees from the same firm also pay a discounted rate of $60.  Download a registration form and read the planned agenda. 

On September 12, 2008, the Banking Commissioner entered a Consent Order with respect to Digi-Pin, LLC f/k/a Digipin LLC, a securities issuer located at 2415 Boston Post Road, Guilford, Connecticut.  The Consent Order alleged that 1) at various times between 2004 and 2006, sales of Digi-Pin, LLC limited liability company interests were effected by the issuer and certain selling security holders absent registration under the Connecticut Uniform Securities Act; and 2) between 2003 and 2006, Digi-Pin, LLC sold unregistered promissory notes in contravention of Section 36b-16 of the Act.  According to the Consent Order, Digi-Pin, LLC represented to the agency that 1) since 2006, it had not made any additional sales of limited liability company interests or notes; 2) the sales of limited liability company interests and notes that did occur were confined to the families and friends of the issuer’s managing members; 3) there had been no investor complaints with respect to sales of the limited liability company interests or the notes; 4) the issuer had no future plans to raise capital through the offering of securities; 5) the majority of the issuer’s note holders elected to convert their notes to limited liability company interests of the issuer and the issuer had honored that election; and 6) Digi-Pin, LLC repurchased the securities of the one remaining non-converting note holder for $11,200.

The Consent Order precluded the issuer and its successors in interest from soliciting or accepting funds for investment purposes from public or private investors within or from Connecticut without first consulting with experienced securities legal counsel and notifying the Division of the proposed activities at least 30 days prior to the solicitation or acceptance of funds, whichever occurred first.  The Consent Order also prohibited the issuer and its successors in interest from engaging in violative conduct.

       Dated:  Tuesday, September 16, 2008