The Department of Banking News Bulletin

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.

STATE BANK ACTIVITY

Interstate De Novo Branch

On January 10, 2013, pursuant to Section 36a-412(a)(2), as amended by Public Act 12-96, and Section 36a-145(b)(1) of the Connecticut General Statutes, the Commissioner granted approval to Manufacturers and Traders Trust Company, Buffalo, New York, to establish a de novo branch at 4 High Ridge Park, Stamford, Connecticut.

SECURITIES AND BUSINESS INVESTMENTS DIVISION ACTIVITY

Maxcomusa Group Inc. Fined $50,000 for Securities Violations

 On January 10, 2013, the Banking Commissioner entered an Order Imposing Fine (Docket No. CF-12-7881-S) with respect to Maxcomusa Group Inc. (“Maxcom”) of Norwalk, Connecticut.  Respondent Maxcom had been the subject of a December 21, 2012 Order to Cease and Desist and Notice of Intent to Fine (Docket No. CF-12-7881-S) alleging violations of Sections 36b-6(a), 36b-16 and 36b-4(a) of the Connecticut Uniform Securities Act.  In fining the respondent $50,000, the Commissioner adopted as findings of fact and conclusions of law the allegations in the December 21, 2012 Order to Cease and Desist and Notice of Intent to Fine.  Maxcom did not appear or contest the imposition of the fine.  Likewise, Maxcom did not contest the Order to Cease and Desist which, as a result, became permanent on January 8, 2013.

The December 21, 2012 action had alleged that in October 2007, Maxcom entered into a business relationship with Euro Group of Companies, Inc. (“Euro”), an OTC Bulletin Board traded company (symbol:  EGCO), pursuant to which Maxcom would receive compensation for purportedly selling products of Euro and Euro’s subsidiaries to wholesalers.  The action also alleged that, from approximately May 7, 2008 through approximately September 17, 2008, Maxcom sold Euro restricted shares at a price of $.50 per share to at least six investors in Connecticut and other states, and that, at the time of the sales, unrestricted Euro shares were trading on the OTC Bulletin Board for between $.10 and $.35 per share.  The action added that none of the investors purchasing Euro restricted shares through respondent Maxcom held a controlling interest in Euro, nor was there any demonstrated basis for their paying a premium over market value for the Euro securities.

The action had further alleged that respondents Maxcom and its president, Christos Christoforou, 1) failed to disclose to investors that Euro was  a public company trading on the OTC Bulletin Board for significantly less than $.50 per share;  2) misrepresented to investors that the respondents were the exclusive means by which investors could purchase Euro shares and that Euro was going to become a public company in the near future; and 3) failed to provide investors with a private placement memorandum or other offering document disclosing the risks associated with a purchase of Euro restricted shares or that the Euro restricted shares were not registered under the Connecticut Uniform Securities Act.

The action had also alleged that 1) Maxcom transacted business as an unregistered broker-dealer in violation of Section 36b-6(a) of the Act; 2) respondents Maxcom and Christoforou offered and sold unregistered securities in violation of Section 36b-16 of the Act; and 3) respondents Maxcom and Christoforou violated the antifraud provisions in Section 36b-4(a) of the Act.

Christos Christoforou Fined $50,000 for Securities Violations

The December 21, 2012 action had alleged that in October 2007, Maxcom entered into a business relationship with Euro Group of Companies, Inc. (“Euro”), an OTC Bulletin Board traded company (symbol:  EGCO), pursuant to which Maxcom would receive compensation for purportedly selling products of Euro and Euro’s subsidiaries to wholesalers.  The action had also alleged that, at various times in 2008, respondent Christoforou purchased restricted shares of Euro in one or more private placements at a purchase price of $.12 and $.15 per share, and that, from approximately May 7, 2008 through approximately September 17, 2008, respondent Maxcom sold Euro restricted shares at a price of $.50 per share to at least six investors in Connecticut and other states.  In most instances, each individual investor allegedly sent the respondents a check made out to either Maxcom or Europhone USA, LLC (“Europhone”), a Euro subsidiary, and respondent Christoforou then either wrote a check to Europhone from Maxcom’s checking account for the same amount or forwarded the investor’s check to Euro and/or Europhone.  Euro then sent the restricted share certificate directly to the investor or to Christoforou for delivery to the investor.  The action had also alleged that, at the time of the sales, unrestricted Euro shares were trading on the OTC Bulletin Board for between $.10 and $.35 per share; and that none of the investors purchasing Euro restricted shares through the respondents held a controlling interest in Euro, nor was there any demonstrated basis for their paying a premium over market value for the Euro securities.

The action had further alleged that respondents Christoforou and Maxcom 1) failed to disclose to investors that Euro was  a public company trading on the OTC Bulletin Board for significantly less than $.50 per share;  2) misrepresented to investors that the respondents were the exclusive means by which investors could purchase Euro shares and that Euro was going to become a public company in the near future; and 3) failed to provide investors with a private placement memorandum or other offering document disclosing the risks associated with a purchase of Euro restricted shares or that the Euro restricted shares were not registered under the Connecticut Uniform Securities Act.

The action had also alleged that respondent Christoforou 1) transacted business as an unregistered broker-dealer agent in violation of Section 36b-6(a) of the Act; 2) transacted business as an unregistered agent of issuer in contravention of Section 36b-6(a) of the Act; 3) offered and sold unregistered securities in violation of Section 36b-16 of the Act; and 4) violated the antifraud provisions in Section 36b-4(a) of the Act.

Order to Cease and Desist and Notice of Intent to Fine Issued

On January 11, 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-13-7869-S) against PowerWater Systems, Inc. (“PSI”), a Canadian corporation located in Ontario, Canada; Duncan Cleworth, chairman of PSI; and PowerWater USA Ltd. (“PUL”), a Connecticut corporation located in Avon, Connecticut.  Respondent Cleworth was also the president of PUL.

The action 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 action 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 also alleged that respondent Cleworth violated Section 36b-6(a) of the Act by transacting business as an unregistered agent of issuer, and that respondent PSI violated Section 36b-6(b) of the Act by employing respondent Cleworth in that capacity.

The Order to Cease and Desist and Notice of Intent to Fine further alleged that the respondents violated the antifraud provisions in Section 36b-4(a) of the Act in that they failed to make key disclosures to investors, including 1) any financial information concerning the respondents, 2) the registration status of the PSI securities, 3) respondent Cleworth's unregistered status as an agent of issuer in Connecticut; 4) the estimated cash proceeds of the PSI stock offering, 5) any specific risk factors related to the investment, and 6) that Cleworth would use some investor monies for his personal use.

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.

CONSUMER CREDIT DIVISION ACTIVITY

Temporary Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Issue Order to Cease and Desist and Notice of Intent to Impose Civil Penalty

On December 11, 2012, the Commissioner issued a Temporary Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Issue Order to Cease and Desist, Notice of Intent to Impose Civil Penalty and Notice of Right to Hearing (“Notice”) in the Matter of:  The Gallo Law Center, PLLC, (“Respondent”), Plainview and Wantagh, New York.  The Notice was the result of an investigation by the Consumer Credit Division.  The Notice alleges that Respondent offered to engage in debt negotiation in this state without the required license, in violation of Section 36a-671(b) of the Connecticut General Statutes in effect prior to October 1, 2011, and Section 36a-671(b) of the 2012 Supplement to the General Statutes, and engaged in debt negotiation in this state without the required license, in violation of Section 36a-671(b) of the Connecticut General Statutes in effect prior to October 1, 2011.  The Commissioner also found that the public welfare required the issuance of a Temporary Order to Cease and Desist against Respondent.  Respondent was afforded an opportunity to request a hearing with regard to the allegations set forth in the Notice.

Notice of Intent to Issue Order to Cease and Desist and Notice of Intent to Impose Civil Penalty

On December 11, 2012, the Commissioner issued a Notice of Intent to Issue Order to Cease and Desist, Notice of Intent to Impose Civil Penalty and Notice of Right to Hearing (“Notice”) in the Matter of:  Jong Mortgage Group LLC (NMLS # 89268) (“Respondent”), New Haven, Connecticut.  The Notice was the result of an investigation by the Consumer Credit Division.  The Notice alleges that Respondent failed to file certain annual information required on the Nationwide Mortgage Licensing System and Registry, in violation of Section 36a-534b(c)(3) of the 2012 Supplement to the General Statutes and Section 36a 534b(c)(3) of the 2012 Supplement to the General Statutes, as amended by Public Act 12-96.  Respondent was afforded an opportunity to request a hearing on the allegations set forth in the Notice.

On December 11, 2012, the Commissioner issued a Notice of Intent to Issue Order to Cease and Desist, Notice of Intent to Impose Civil Penalty and Notice of Right to Hearing (“Notice”) in the Matter of:  LYC Mortgage, LLC (NMLS # 1443) (“Respondent”), Wellesley Hills, Massachusetts.  The Notice was the result of an investigation by the Consumer Credit Division.  The Notice alleges that Respondent failed to timely file certain annual information required on the Nationwide Mortgage Licensing System and Registry, in violation of Section 36a-534b(c)(3) of the 2012 Supplement to the General Statutes and Section 36a 534b(c)(3) of the 2012 Supplement to the General Statutes, as amended by Public Act 12 96.  Respondent was afforded an opportunity to request a hearing on the allegations set forth in the Notice.

Dated:  Tuesday, January 15, 2013