DOB: Lorcom Technologies Stipulation

* * * * * * * * * * * * * * * * * * * * *

IN THE MATTER OF:

LORCOM TECHNOLOGIES, INC.


* * * * * * * * * * * * * * * * * * * * *


*
*
*
*
*
*
*
*

STIPULATION
AND AGREEMENT

ST-06-7329-S

 

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

WHEREAS, Lorcom Technologies, Inc. ("Lorcom") is an issuer of securities that maintains or has maintained a place of business at 11 East 26th Street, Suite 1901, New York, New York, and 8517 Fourth Avenue, Second Floor, Brooklyn, New York, and whose most recent mailing address is P.O. Box 245008, Brooklyn, New York;

WHEREAS, in January 2005, Lorcom, through its then legal counsel, advised the Securities and Business Investments Division (the “Division”) of the Department of Banking that 1) in 2003, Lorcom had completed a private placement of its common stock to investors in Connecticut and other states (the “2003 Offering”); 2) the 2003 Offering, although styled a private placement under Rule 506 of Regulation D, did not fulfill the information requirements in Rule 502(b) of Regulation D; 3) at the time of the 2003 Offering, the issuer had not filed a Form D with the Securities and Exchange Commission (the “SEC”) or made a securities registration, exemption or notice filing in any state; and 4) to cure the problem, Lorcom would extend a multi-state rescission offer to all affected investors and register the common stock with the SEC;

WHEREAS, on October 18, 2004, Lorcom filed a registration statement with the SEC on Form SB-2 covering the securities sold in the 2003 Offering.  Although the registration statement was amended on March 30, 2005 and May 13, 2005, it was never made effective by the SEC since Lorcom withdrew the federal filing, citing economic hardship.  No further filings were made with the SEC after May 13, 2005;

WHEREAS, Lorcom 1) has represented to the Commissioner that its most recent financial statement covered the period from October 2004 through September 2005; and 2) has filed with the Commissioner an unaudited Profit & Loss Statement indicating that, for the period from October 2004 through September 2005, Lorcom incurred a net loss in excess of $600,000;

WHEREAS, the Commissioner, acting pursuant to Section 36b-26 of the Act and through the Division, conducted a follow-up investigation into the activities of Lorcom to determine if it had violated or was about to violate any provision of the Act or any regulation or order under the Act;

WHEREAS, the Commissioner alleges that from August 2003 through October 2003, Lorcom sold shares of its common stock to two Connecticut investors in contravention of Section 36b-16 of the Act and at a time when such securities were not registered under the Act or the subject of an exemptive claim or claim of covered security status;

WHEREAS, Section 36b-16 of the Act provides that:  “No person shall offer or sell any security in this state unless (1) it is registered under sections 36b-2 to 36b-33, inclusive, (2) the security or transaction is exempted under section 36b-21, or (3) the security is a covered security provided such person complies with any applicable requirements in subsections (c), (d) and (e) of section 36b-21”;

WHEREAS, Section 4-177(c) of Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;

WHEREAS, Lorcom desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matters described herein;

WHEREAS, Lorcom, through its execution of this Stipulation and Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;

NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:

1. No later than the date this Stipulation and Agreement is executed by the Commissioner, Lorcom shall remit via check payable to “Treasurer, State of Connecticut” the sum of two thousand five hundred dollars ($2,500) as an administrative fine;
2.
Lorcom represents and agrees that it shall refrain from offering or selling securities in or from Connecticut absent compliance with Section 36b-16 of the Act;
3. Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Lorcom based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation made by Lorcom and reflected herein is subsequently discovered to be untrue; and
4. This Stipulation and Agreement shall become binding when executed by both parties hereto.


IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.

 

               ________/s/_________
     Howard F. Pitkin
              Banking Commissioner

Dated at Hartford, Connecticut                 
this 3rd day of October 2006.                         
 

I, Henry Doiban, state on behalf of Lorcom Technologies, Inc., that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Lorcom Technologies, Inc. and that Lorcom Technologies, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
                                                                   

      Lorcom Technologies, Inc.

By
       ________/s/_______________
      Henry Doiban
      Chief Executive Officer


On this 29 day of September 2006, personally appeared Henry Doiban, signer of the foregoing Stipulation and Agreement, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of Lorcom Technologies, Inc., a corporation, and acknowledged the same to be his free act and deed, before me.


_______________/s/_______________________
Notary Public/Commissioner of the Superior Court
My Commission Expires:  4/24/2010




Administrative Orders and Settlements