DOB: BMX Entertainment - Consent Order

 

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IN THE MATTER OF:

BMX ENTERTAINMENT
CORPORATION

    ("BMX")

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   CONSENT ORDER

   DOCKET NO. SO-2004-7088-S

PRELIMINARY STATEMENT

WHEREAS, the Banking Commissioner ("Commissioner") is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act ("Act"), and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Act ("Regulations");

WHEREAS, on April 29, 2003, BMX filed an Application to Register Securities with the Commissioner to register 100,000 shares of its common stock ("Registration Statement");

WHEREAS, on May 12, 2003, in connection with the Registration Statement, BMX filed a Form U-7 Disclosure Document ("Disclosure Document");

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 alleged activities of BMX, to determine whether BMX had violated, was violating or was about to violate any provisions of the Act or Regulations ("Investigation");

WHEREAS, as a result of the Investigation, the Division alleges that BMX has not fully addressed the deficiencies in its Disclosure Document and Registration Statement, which were brought to its attention by deficiency letters sent by the Division;

WHEREAS, as a result of the Investigation, the Division alleges that the Registration Statement has not been deemed abandoned by the Commissioner;

WHEREAS, on November 17, 2004, the Commissioner, acting pursuant to Section 36b-20 of the Act, issued a Notice of Intent to Issue Stop Order Denying Effectiveness to a Registration Statement and Notice of Right to Hearing against BMX ("Notice"), which Notice is incorporated by reference herein;

WHEREAS, on November 22, 2004, the Notice was received by BMX;

WHEREAS, BMX failed to request a hearing on the matters alleged in the Notice;

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-33, inclusive";

WHEREAS, Section 4-177(c) of the Connecticut General Statutes provides, in relevant part, that "[u]nless precluded by law, a contested case may be resolved by . . . consent order";

WHEREAS, BMX and the Commissioner now desire to resolve the matters alleged in the Notice;

WHEREAS, BMX agrees that the Notice may be used in construing the terms of this Consent Order and agrees to the language in this Consent Order.

CONSENT TO WAIVER OF PROCEDURAL RIGHTS

WHEREAS, BMX, through its execution of this Consent Order, voluntarily waives the following rights:

1. To be afforded an opportunity for a hearing within the meaning of Section 36b-20(c) of the Act and Section 4 177c(a) of the Connecticut General Statutes;
2. To present evidence and argument and to otherwise avail itself of Section 36b-20(c) of the Act and Section 4 177c(a) of the Connecticut General Statutes;
3. To present its position in a hearing in which it 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.

ACKNOWLEDGEMENT OF THE COMMISSIONER'S ALLEGATIONS

WHEREAS, BMX, through its execution of this Consent Order, acknowledges the following allegations of the Commissioner, without admitting or denying them:

1. 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; and
2. BMX filed a Registration Statement and Disclosure Document that are incomplete in a material respect, and such Registration Statement has not been deemed abandoned by the Commissioner.

 WHEREAS, the Commissioner would have the authority to enter findings after granting BMX an opportunity for a hearing;

WHEREAS, BMX acknowledges the possible consequences of an administrative hearing and voluntarily agrees to consent to the entry of the sanctions described below.

CONSENT TO ENTRY OF SANCTIONS

AND WHEREAS, BMX, through its execution of this Consent Order, consents to the Commissioner's entry of a Consent Order imposing on it the following sanctions:

1. BMX, its officers, directors, agents, employees and representatives shall refrain from selling or offering to sell securities in contravention of the Act or any regulation, rule or order adopted or issued under the Act;
2. Through its consent to the entry of this Consent Order, BMX shall be deemed to have requested withdrawal of its Registration Statement effective on the date the Commissioner executes this Consent Order;
3. BMX shall refrain from reapplying for registration under Section 36b-17 or 36b-18 of the Act until it has retained legal counsel experienced in state securities regulation to formally represent it in conjunction with any such future filings and ensure compliance by BMX with the Act and the rules, regulations and orders adopted or issued under the Act, particularly those governing registration and disclosure requirements; and
4. BMX shall not rely on an exemption from securities registration in Section 36b-21 of the Act or any claim of "covered security" status as defined in Section 36b-3(7) of the Act unless, prior to making any offers or sales in or from Connecticut, BMX first obtains a written advisory interpretation from the Commissioner regarding the availability of such exemption or "covered security" status in accordance with Section 36b-31(f) of the Act.

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 against BMX, its officers, directors, agents, employees, representatives, successors, and/or assigns, 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 or if any representations made by BMX and reflected herein are subsequently discovered to be untrue; and
3. This Consent Order shall become final when issued.

 

________/s/_________
John P. Burke
Banking Commissioner

Issued at Hartford, Connecticut
this 28th day of June 2005.

CONSENT TO ENTRY OF ORDER

I, Mauris Griffin, state on behalf of BMX Entertainment Corporation 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 BMX Entertainment Corporation; that BMX Entertainment Corporation agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that BMX Entertainment Corporation consents to the issuance of this Consent Order, expressly waiving any right to a hearing on the matters described herein.

By: /s/____________________________________
Name:
Title:
BMX Entertainment Corporation

State of: Connecticut

County of: Fairfield

On this the 10th day of February 2005, before me, Diane M. Mollo, the undersigned officer, personally appeared Mauris Griffin, who acknowledged himself/herself to be the CEO of BMX Entertainment Corporation, a corporation, and that he/she, as such CEO, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as CEO.

In witness whereof I hereunto set my hand.

/s/________________________________________
Notary Public
Date Commission Expires: May 31, 2006


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