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CONSENT ORDER DOCKET NO. CO-13-8022-S |
I. PRELIMINARY STATEMENT
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, Vasilios Koutsobinas (“Respondent”) is an individual whose address last known to the Commissioner is 255 Fieldston Terrace, Apartment 5B, Riverdale, New York 10471. At no time has Respondent 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 Respondent to determine whether he violated, is violating or is about to violate provisions of the Act or Regulations (“Investigation”);
WHEREAS, Respondent was the control person and Chairman of Euro Group of Companies, Inc., formerly known as ICT Technologies, Inc. (“Euro”), which is a Delaware holding company whose principal place of business was 10 Midland Avenue, Port Chester, New York 10573 until it relocated to 475 Whitney Avenue, New Haven, Connecticut 06511 in February 2012;
WHEREAS, on October 23, 2013, the Commissioner, acting pursuant to Section 36b-27 of the Act, issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (collectively “Notice”) (Docket No. CF-13-8022-S) against Euro, which Notice is incorporated by reference herein;
WHEREAS, on November 1, 2013, Euro requested a hearing on the allegations set forth in the Notice;
WHEREAS, on November 6, 2013, the Commissioner issued a Notification of Hearing and Designation of Hearing Officer, wherein Commissioner scheduled the hearing on the matters alleged in the Notice for January 8, 2014 (“Hearing”), and appointed Department of Banking Attorney Stacey Serrano as the Hearing Officer on the matters alleged in the Notice;
WHEREAS, on January 7, 2014, Hearing Officer Serrano granted a continuance of the Hearing to February 13, 2014, and on February 6, 2014, Hearing Officer Serrano granted a continuance of the Hearing to March 12, 2014;
WHEREAS, on February 10, 2014, the Commissioner, acting pursuant to Section 36b-27 of the Act, issued an Amended and Restated Order to Cease and Desist, Amended and Restated Notice of Intent to Fine and Notice of Right to Hearing (collectively “Amended Notice”) (Docket No. CF-13-8022-S) which added Respondent to the action. The Amended Notice is incorporated by reference herein;
WHEREAS, on March 6, 2014, Hearing Officer Serrano granted a continuance of the Hearing to April 30, 2014;
WHEREAS, on March 11, 2014, Respondent requested a hearing on the allegations set forth in the Amended Notice, and on March 12, 2014, the Commissioner issued a Notification of Hearing and Designation of Hearing Officer, wherein Respondent was notified that the hearing on the matters alleged in the Amended Notice would take place on April 30, 2014, and that Department of Banking Attorney Stacey Serrano would serve as the Hearing Officer;
WHEREAS, the Hearing on April 30, 2014, was to hear the matters alleged in both the Notice and Amended Notice;
WHEREAS, on March 20, 2014, the Commissioner and Euro entered into a Consent Order in order to resolve the matters alleged in the Notice without the need for further administrative proceedings;
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-34, 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 would constitute a “contested case” within the meaning of Section 4-166(2) of the General Statutes of Connecticut;
WHEREAS, Section 36b-27(f) of the Act provides, in relevant part, that “[a]ny time after the issuance of an order or notice provided for in subsection (a) . . . or subdivision (1) of subsection (d) of this section, the commissioner may accept an agreement by any respondent named in such order or notice to enter into a written consent order in lieu of an adjudicative hearing”;
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, Respondent and the Commissioner now desire to resolve the matters alleged in the Amended Notice without the need for further administrative proceedings;
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, Respondent expressly consents to the Commissioner’s jurisdiction under the Act and to the terms of this Consent Order;
WHEREAS, Respondent has demonstrated to the Division that he is financially unable to pay the fine that otherwise would have been imposed against him pursuant to Section 36b-27(d) of the Act;
AND WHEREAS, Respondent, through his execution of this Consent Order, specifically assures the Commissioner that none of the violations alleged in the Amended Notice shall occur in the future.
II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Respondent, through his execution of this Consent Order, voluntarily waives the following rights:
| 1. | To be afforded notice and an opportunity for a hearing within the meaning of Section 36b-27 of the Act and Section 4-177(a) of the General Statutes of Connecticut; |
| 2. | To present evidence and argument and to otherwise avail himself of Section 36b-27 of the Act and Section 4-177c(a) of the General Statutes of Connecticut; |
| 3. | To present his position in a hearing in which he is represented by counsel; |
| 4. | To have a written record of the hearing made and a written decision issued by a hearing officer; and |
| 5. | To seek judicial review of, or otherwise challenge or contest, the matters described herein, including the validity of this Consent Order. |
III. ACKNOWLEDGEMENT OF THE COMMISSIONER'S ALLEGATIONS
WHEREAS, Respondent, through his execution of this Consent Order, acknowledges the following allegations of the Commissioner and admits evidence exists for the Commissioner to issue an order to cease and desist and an order imposing a maximum administrative fine of one hundred thousand dollars ($100,000) per violation of the Act, or any regulation, rule or order adopted or issued under the Act:
| 1. | Respondent materially aided Euro’s violation of Section 36b-16 of the Act through the offer and sale of securities in or from Connecticut to at least one investor, which securities were not registered in Connecticut under the Act, nor were they exempt from registration under Section 36b-21 of the Act, nor were they subject to an exemption claim or claim of covered security status; and |
| 2. | Respondent violated, or materially aided in the violation of, Section 36b-4(a) of the Act by, in connection with the offer, sale or purchase of any security, directly or indirectly employing a device, scheme or artifice to defraud, making an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or engaging in an act, practice or course of business which operates as a fraud or deceit upon any person. |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Respondent an opportunity for a hearing;
AND WHEREAS, Respondent acknowledges the possible consequences of an administrative hearing and voluntarily agrees to consent to the entry of the sanctions described below.
IV. CONSENT TO ENTRY OF SANCTIONS
WHEREAS, Respondent, through his execution of this Consent Order, consents to the Commissioner’s entry of an order imposing on him the following sanctions:
| 1. | Respondent shall cease and desist from engaging in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, either directly or through any person, organization or other device, including without limitation, (a) materially aiding in the offer and sale of unregistered securities in and from Connecticut, (b) in connection with the offer, sale or purchase of any security, directly or indirectly, employing a device, scheme or artifice to defraud, making an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or engaging in an act, practice or course of business which operates as a fraud or deceit upon any person, and (c) in connection with the offer, sale or purchase of any security, materially aiding in directly or indirectly employing a device, scheme or artifice to defraud, making an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or engaging in an act, practice or course of business which operates as a fraud or deceit upon any person; and |
| 2. | For ten (10) years commencing on the date this Consent Order is entered by the Commissioner, Respondent and any entity under his control shall be barred from (a) transacting business in or from Connecticut as a broker-dealer, agent, investment adviser or investment adviser agent, as such terms are defined in the Act, and notwithstanding any definitional exclusion that might otherwise be available; (b) in connection with the recommendation, sale or purchase of securities, acting as a finder for compensation, or receiving referral fees or other remuneration, directly or indirectly for soliciting or otherwise procuring securities investors, customers or clients for any issuer, broker-dealer or investment adviser; and (c) directly or indirectly soliciting or accepting funds for investment purposes from public or private investors in or from Connecticut absent prior written permission from the Division Director who may, in his or her discretion, disallow such request or impose conditions on the scope of the proposed activity. |
V. CONSENT ORDER
NOW THEREFORE,
the Commissioner enters the following:| 1. | The Sanctions set forth above be and is [sic] hereby entered; |
| 2. | Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Respondent based upon a violation of this Consent Order or the matters underlying its entry if the Commissioner determines that compliance with the terms herein is not being observed; |
| 3. | Nothing in this Consent Order shall be construed as limiting the Commissioner’s ability to take enforcement action against Respondent based upon evidence of which the Division was unaware on the date hereof relating to a violation of the Act or any regulation or order under the Act; and |
| 4. | This Consent Order shall become final when entered. |
| So ordered at Hartford, Connecticut, | _______/s/_________ | |
| this 25th day of April 2014. | Howard F. Pitkin | |
| Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Vasilios Koutsobinas, state that I have read the foregoing Consent Order; that I know and fully understand its contents; that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that I consent to the entry of this Consent Order.
| ____/s/__________ |
| Vasilios Koutsobinas |
State of: New York
County of: Bronx
On this the 22 day of April 2014, before me, Chris Stamo, the undersigned officer, personally appeared Vasilios Koutsobinas, 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: 1/29/2018 |