State of Connecticut Department of Banking

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IN THE MATTER OF: 

SCOTT L. WILSON

OASIS PROPERTIES I, LLC
("Oasis")


(collectively "Respondents")   

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CONSENT ORDER

DOCKET NO. CF-11-7719-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 promulgated under the Act (“Regulations”);
WHEREAS, the Commissioner, through the Securities and Business Investments 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 if they had violated, were violating or were about to violate provisions of the Act or Regulations;
WHEREAS, on March 4, 2011, 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”) against Respondents, which Notice is incorporated by reference herein;
WHEREAS, Respondents requested a hearing on the matters alleged in the Notice (“Hearing”);
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 of Connecticut State Agencies provide that a contested case may be resolved by consent order, unless precluded by law;
WHEREAS, Respondents and the Commissioner now desire to resolve the matters alleged in the Notice without the need for further administrative proceedings;
WHEREAS, the issuance 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 agree that the Notice may be used in construing the terms of this Consent Order, and agree to the language in this Consent Order;
AND WHEREAS, Respondents specifically assure the Commissioner that none of the violations alleged in the Notice or 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 position in a hearing in which they are 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:

1. Respondents offered and sold securities to at least one Connecticut investor on at least one occasion, which securities were not registered in Connecticut under the Act.  The offer and sale of such securities absent registration constitutes a violation of Section 36b-16 of the Act; and
2. Oasis employed Daniel Quentin Humphrey (Central Registration Depository number 2580858) as an unregistered agent of issuer in this state on at least two occasions in violation of Section 36b-6(b) 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 a Consent Order imposing the following sanctions:

1. Respondents, their representatives, agents, employees, affiliates, assigns, or successors in interest 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; and
2. No later than the date this Consent Order is entered by the Commissioner, Respondents shall jointly and severally remit to the Department of Banking by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut”, the sum of one thousand dollars [sic] five hundred dollars ($1,500), one thousand four hundred dollars ($1,400) of which shall constitute an administrative fine and one hundred dollars ($100) of which shall represent reimbursement for past due agent of issuer registration fees.

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 Respondents 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; and
3. This Consent Order shall become final when entered.


So ordered at Hartford, Connecticut      _______/s/_________
this 10th day of November 2011.      Howard F. Pitkin 
Banking Commissioner 


CONSENT TO ENTRY OF ORDER

I, Scott L. Wilson, 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/________
Scott L. Wilson



State of:  Utah

County of:  Washington


On this the 26 day of October 2011, before me, Leslie J. Cox, the undersigned officer, personally appeared Scott L. Wilson, 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: 5-27-2015


CONSENT TO ENTRY OF ORDER

I, Scott L. Wilson, state on behalf of Oasis Properties I, LLC, 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 Oasis Properties I, LLC; that Oasis Properties I, LLC, agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Oasis Properties I, LLC consents to the entry of this Consent Order.     

    Oasis Properties I, LLC
   
              
By: ______/s/____________
Scott L. Wilson
Managing Member



State of:  Utah

County of:  Washington


On this the 26 day of October 2011, before me, Leslie J. Cox, the undersigned officer, personally appeared Scott L. Wilson, who acknowledged himself to be the Managing Member of Oasis Properties I, LLC, a limited liability company, and that he, as such Managing Member, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as Managing Member.
In witness whereof I hereunto set my hand.


_____/s/_______________________
Notary Public
Date Commission Expires: 5-27-2015

  

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