Bulletin # 2592 - Week Ending October 25, 2013

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

Branch Activity

Section 36a-145 of the Connecticut General Statutes requires certain applications for a branch, or for a limited branch at which loans will be made, be accompanied by a plan detailing how adequate services to meet the banking needs of all community residents will be provided.  Plans are submitted when such applications are filed and are available for public inspection and comment at this Department for a period of 30 days.  Questions concerning branch activity should be directed to the Financial Institutions Division, (860) 240-8180.

Merger

On October 25, 2013, pursuant to Section 36a-125 of the Connecticut General Statutes, the Commissioner approved the merger of The Wilton Bank, a Connecticut-chartered bank and trust company, with and into Bankwell Bank (formerly The Bank of New Canaan), a Connecticut-chartered bank and trust company and wholly-owned subsidiary of Bankwell Financial Group, Inc. (formerly BNC Financial Group, Inc.).

CONSUMER CREDIT DIVISION ACTIVITY

Order Revoking Consumer Collection Agency License, Order to Cease and Desist and Order Imposing Civil Penalty

On October 7, 2013, the Commissioner issued an Order Revoking Consumer Collection Agency License, Order to Cease and Desist and Order Imposing Civil Penalty (“Order”) in the Matter of:  Collective Solutions, LLC (“Respondent”), San Pedro Sula, Honduras.  The basis of the Order was that Respondent failed to fully cooperate with the Commissioner during the course of an examination of Respondent, in violation of Section 36a-17(d) of the Connecticut General Statutes.  The Order revokes Respondent’s license to act as a consumer collection agency in Connecticut from Plaza Uno 1ra Calle Este Entre 13 y 14 Avenidas, San Pedro Sula, Honduras, orders Respondent to cease and desist from violating Section 36a-17(d) of the Connecticut General Statutes and imposes a civil penalty in the amount of $100,000.

Consent Orders

On October 11, 2013, the Commissioner entered into a Consent Order with Americana Mortgage Group, Inc. (NMLS # 22338) (“Americana Mortgage Group”), Manhasset, New York.  The Consent Order was based on an examination by the Consumer Credit Division.  As a result of such examination, the Commissioner alleged that Americana Mortgage Group employed or retained, during the period of October 1, 2011 through March 31, 2012, one (1) individual as a mortgage loan originator who was not licensed, in violation of Section 36a-486(b) of the Connecticut General Statutes.  As part of the Consent Order, Americana Mortgage Group paid $1,000 as a civil penalty.

On October 11, 2013, the Commissioner entered into a Consent Order with Homestead Mortgage LLC (NMLS # 153492) (“Homestead Mortgage”), Centerville, Massachusetts.  The Consent Order was based on an investigation by the Consumer Credit Division.  As a result of such investigation, the Commissioner alleged that Homestead Mortgage failed to timely file certain annual information required by mortgage call reports, in violation of Section 36a-534b(c)(3) of the Connecticut General Statutes.  As part of the Consent Order, Homestead Mortgage paid $2,500 as a civil penalty.

On October 11, 2013, the Commissioner entered into a Consent Order with Horizon Financial, Inc. d/b/a Horizon Financial of Connecticut, Inc. (NMLS # 44732) (“Horizon Financial”), Simpsonville, South Carolina.  The Consent Order was based on an investigation by the Consumer Credit Division.  As a result of such investigation, the Commissioner alleged that Horizon Financial failed to timely file certain annual information required by mortgage call reports, in violation of Section 36a-534b(c)(3) of the Connecticut General Statutes.  As part of the Consent Order, Horizon Financial requested surrender of its mortgage broker license.

On October 11, 2013, the Commissioner entered into a Consent Order with Mortgage Help for America Limited Liability Company a/k/a Mortgage Help for America (“Mortgage Help for America”), Tabernacle, New Jersey.  The Consent Order was based on an investigation by the Consumer Credit Division.  As a result of such investigation, on August 13, 2013, 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 against Mortgage Help for America.  The Commissioner alleged that Mortgage Help for America engaged in debt negotiation in this state without obtaining the required license, in violation of Section 36a-671(b) of the Connecticut General Statutes.  As part of the Consent Order, Mortgage Help for America was ordered to immediately cease and desist from violating Section 36a-671(b) of the Connecticut General Statutes, to repay fees to identified Connecticut residents, and to pay a $2,500 civil penalty.

SECURITIES AND BUSINESS INVESTMENTS DIVISION ACTIVITY

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 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.

$650,000 Fines 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 in Markham, 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 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.

Order 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 in 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.

Dated:  Tuesday, October 29, 2013