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EDMUND J. RAMOS * * * * * * * * * * * * * * * * * * |
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CONSENT ORDER NO. CO-14-8041-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, Edmund J. Ramos (“Ramos”) is an individual whose address last known to the Commissioner is 139 Pine Knob Terrace, Milford, Connecticut 06460. Ramos is not and has not been registered in any capacity under the Act;
WHEREAS, The Right Mortgage Co., Inc. (“Right Mortgage”), is a Connecticut corporation formed by Ramos on January 3, 2002, with a principal place of business located at 548 Boston Post Road, Milford, Connecticut 06460. Right Mortgage is not and has not been registered in any capacity under the Act;
WHEREAS, Right Mortgage (NMLS # 59983) was licensed as a mortgage correspondent lender under Part I of Chapter 668, Sections 36a-485 et seq., of the General Statutes of Connecticut from April 1, 2002 to January 1, 2011;
WHEREAS, at all times relevant hereto, Ramos has been the control person of Right Mortgage. Ramos is also the President, Treasurer and agent for service of process of Right Mortgage;
WHEREAS, from December 2, 2008 to January 1, 2011, Ramos (NMLS # 134880) was the person listed as the qualified individual for Right Mortgage, pursuant to Section 36a-488 of the General Statutes of Connecticut, but was not individually registered or licensed under Part I of Chapter 668, Sections 36a-485 to 36a-534c, inclusive, of the General Statutes of Connecticut, “Mortgage Lenders, Correspondent Lenders, Brokers and Loan Originators”;
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 Respondents to determine whether they, or either of them, had violated, were violating or were about to violate provisions of the Act or Regulations (“Investigation”);
WHEREAS, as a result of such Investigation, the Division obtained evidence that at various times from approximately August 8, 2007 to approximately August 12, 2011, Respondents offered and/or sold in Connecticut to at least one investor securities consisting of promissory notes issued by Right Mortgage. At the time of such offers and/or sales, the securities were not registered in Connecticut under Section 36b-16 of the Act, nor were they exempt from registration under Section 36b-21 of the Act, nor were they the subject of a filed exemption claim or claim of covered security status;
WHEREAS, as a result of such Investigation, the Division obtained evidence that at various times from approximately August 8, 2007 to approximately August 12, 2011, Ramos transacted business as an agent of issuer without being registered as such under the Act;
WHEREAS, as a result of such Investigation, the Division obtained evidence that Right Mortgage employed one or more unregistered agents of issuer;
WHEREAS, as a result of [such] Investigation, the Division obtained evidence that Ramos made statements in an investigation and caused certain documents to be filed with the Commissioner which were, at the time and in light of the circumstances under which they were made, false or misleading in a material respect, in violation of Section 36b-23 of the Act;
WHEREAS, the Commissioner has reason to believe that the foregoing conduct violates certain provisions of the Act, and would support administrative proceedings against Respondents under Section 36b-27 of the Act;
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 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by consent order, unless precluded by law;
WHEREAS, without holding a hearing and without trial or adjudication of any issue of fact or law, and prior to the initiation of any formal proceeding, the Commissioner and Respondents reached an agreement, the terms of which are reflected in this Consent Order, in full and final resolution of the matters described herein;
WHEREAS, Respondents expressly consent to the Commissioner’s jurisdiction under the Act and to the terms of this Consent Order;
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, Respondents have provided documentation to the Division evidencing that Respondents are financially unable to pay the fine that otherwise would have been assessed against them pursuant to this Consent Order;
WHEREAS, Respondents have represented to the Division that they are not presently conducting any securities or mortgage related activities in Connecticut;
AND WHEREAS, Respondents, through their execution of this Consent Order, specifically assure the Commissioner that none of the violations alleged in this Consent Order shall occur in the future.
II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Respondents, through their execution of this Consent Order, voluntarily waive 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 themselves of Section 36b-27 of the Act and Section 4-177c(a) of the General Statutes of Connecticut; |
| 3. | To present their respective positions in a hearing in which each 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, Respondents, through their execution of this Consent Order, acknowledge the following allegations of the Commissioner without admitting or denying them, yet admit sufficient evidence exists for the Commissioner to issue a permanent 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 thereunder:
| 1. | Respondents violated Section 36b-16 of the Act through the offer and sale of unregistered 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 the subject of a filed exemption claim or claim of covered security status; |
| 2. | Ramos violated Section 36b-6(a) of the Act by transacting business as an unregistered agent of issuer; |
| 3. | Right Mortgage violated Section 36b-6(b) of the Act by employing one or more unregistered agents of issuer; and |
| 4. | Ramos violated Section 36b-23 of the Act by making statements and filing documents in an investigation which were, at the time and in the light of the circumstances under which they were made, false or misleading in a material respect; |
| 5. | The foregoing conduct, if proven, forms a basis for the initiation of administrative proceedings against Respondents pursuant to Section 36b-27 of the Act; |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Respondents an opportunity for a hearing;
AND WHEREAS, Respondents acknowledge the possible consequences of an administrative hearing and voluntarily agree to consent to the entry of the sanctions described below.
IV. CONSENT TO ENTRY OF SANCTIONS
WHEREAS, Respondents, through their execution of this Consent Order, consent to the Commissioner’s entry of an order imposing on them the following sanctions:
| 1. | Ramos shall cease and desist from directly or indirectly violating the provisions of the Act and the Regulations, including without limitation: (a) offering and selling unregistered securities in and from Connecticut; (b) transacting business as an agent of issuer in this state without registering as an agent of issuer under the Act; and (c) making statements and filing documents in an investigation which are, at the time and in the light of the circumstances under which they are made, false or misleading in a material respect; |
| 2. | For a period of seven (7) years commencing on the date this Consent Order is entered by the Commissioner, Ramos, either directly or through any person, organization, entity or other device, 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 under the Act; (b) directly or indirectly soliciting or accepting funds for investment purposes from public or private investors in or from Connecticut; and (c) directly or indirectly engaging in any activity which would require Ramos to obtain a license or register under Chapters 668 or 669 of the General Statutes of Connecticut “Nondepository Financial Institutions,” and “Regulated Activities,” respectively, and (d) serving as a control person, qualified individual or branch manager for any entity regulated by the Commissioner under Chapter 668 of the General Statutes; |
| 3. | Nothing in this Consent Order shall preclude Ramos, upon a showing of good cause, from applying in writing for relief from the provisions of paragraph 2 of Section IV Consent to Entry of Sanctions of this Consent Order after five (5) years have elapsed from the entry hereof. The grant of such relief shall be in the sole discretion of the Division; and |
| 4. | Right Mortgage, its representatives, agents, employees, affiliates, assigns, subsidiaries, and successors in interest shall cease and desist from directly or indirectly violating the provisions of the Act and the Regulations, including without limitation: (a) offering and selling unregistered securities in and from Connecticut; (b) employing one or more unregistered agents of issuer; and (c) making statements and filing documents in an investigation which are, at the time and in the light of the circumstances under which they are made, false or misleading in a material respect. |
V. CONSENT ORDER
NOW THEREFORE,
the Commissioner enters the following:| 1. | The Sanctions set forth above be and are 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 any Respondent and/or its affiliates and successors in interest 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 any Respondent and/or its affiliates and successors in interest 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 30th day of September 2014. | Howard F. Pitkin | |
| Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Edmund J. Ramos, 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/________ |
| Edmund J. Ramos |
State of: Connecticut
County of: New Haven
On this the 23 day of September 2014, before me, Donna R. Esposito, the undersigned officer, personally appeared Edmund J. Ramos, 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: 9-30-17 |
CONSENT TO ENTRY OF ORDER
I, Edmund J. Ramos, state on behalf of The Right Mortgage Co., Inc., that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of The Right Mortgage Co., Inc.; that The Right Mortgage Co., Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that The Right Mortgage Co., Inc. consents to the entry of this Consent Order.
| The Right Mortgage Co., Inc. | |
| By: | ____/s/____________ |
| Edmund J. Ramos | |
| President |
State of: Connecticut
County of: New Haven
On this the 23 day of September 2014, before me, Donna R. Esposito, the undersigned officer, personally appeared Edmund J. Ramos, who acknowledged himself to be the President of The Right Mortgage Co., Inc., and that he, as such President, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation himself as President.
In witness whereof I hereunto set my hand.
| ____/s/_______________________ |
| Notary Public |
| Date Commission Expires: 9-30-17 |