DOB: Traptek Stipulation

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IN THE MATTER OF:


TRAPTEK, LLC (n/k/a COCONA, INC.)



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STIPULATION
AND AGREEMENT

No. ST-08-7472-S

WHEREAS, the Banking Commissioner (the "Commissioner") is responsible for administering 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, TrapTek, LLC of 1831 Lefthand Circle, Suite G, Longmont, Colorado was an issuer of securities, specifically Class B limited liability company interests (the "TrapTek LLC Interests");

WHEREAS, on August 30, 2007, a merger occurred between TrapTek, LLC and Cocona, Inc., a Delaware corporation, with Cocona, Inc. being the surviving entity;

WHEREAS, effective July 1, 1997 and following passage of the National Securities Markets Improvement Act of 1996 ("NSMIA"), P.A. 97-220 amended Section 36b-21 of the Act to add a new subsection (e), requiring that persons offering or selling a security that is a covered security under Section 18(b)(4)(D) of the Securities Act of 1933 [i.e. Rule 506 transactions] to "file a notice with the commissioner within fifteen days after the first sale of such a security in this state" and pay an associated fee of $150;

WHEREAS, in September, 2007, legal counsel to TrapTek, LLC (1) advised the Securities and Business Investments Division of the Department of Banking (the “Division”) that TrapTek, LLC had sold the TrapTek LLC Interests in a series of related financings occurring between November 2000 and September 2006; and (2) made a curative filing on Form D to cover the sales of the TrapTek LLC Interests;

WHEREAS, upon further inquiry, the Division ascertained that the Connecticut sales activity associated with such financings occurred in 2002 and 2004, and that TrapTek, LLC had a colorable claim of exemption under Section 36b-21(b)(12) of the Act for sales occurring in 2006;

WHEREAS, the Commissioner acknowledges that TrapTek, LLC cooperated with the Division in providing requested information and documents;

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, TrapTek, LLC, through its successor, Cocona, Inc., desires to settle the matters described herein and, without admitting or denying the allegations herein, voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding against TrapTek, LLC, its members, employees, agents, representatives or successors in interest adjudicating any issue of fact or law on the specific matters described herein;

WHEREAS, TrapTek, LLC, by Cocona, Inc., and 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, Cocona, Inc., as successor to TrapTek, LLC, shall remit to the department via check payable to "Treasurer, State of Connecticut" the sum of seven hundred fifty dollars ($750) as an administrative fine;
(2)
TrapTek, LLC and its successors in interest shall refrain from offering or selling securities in or from Connecticut absent compliance with Section 36b-16 of the Act, including timely compliance with any applicable filing requirements;
(3) Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against TrapTek, LLC or its successors in interest 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 or on behalf of TrapTek, LLC and reflected herein is subsequently determined to be untrue; and
(4) This Stipulation and Agreement shall become binding when executed by TrapTek, LLC (n/k/a Cocona, Inc.) and the Commissioner.


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 25th day of March 2008.                         
 

I, Brad Poorman, state on behalf of Cocona, Inc. f/k/a TrapTek, LLC, 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 Cocona, Inc. f/k/a TrapTek, LLC and that Cocona, Inc. f/k/a TrapTek, LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.  
                                                                 

      Cocona, Inc. f/k/a TrapTek, LLC

     
By
      _________/s/_______________  
      Brad Poorman  
      Chief Executive Officer
        
                                                                  

On this 11 day of March 2008, personally appeared Brad Poorman, 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 Cocona, Inc. f/k/a TrapTek, LLC, a corporation, and acknowledged the same to be his free act and deed, before me.


___________/s/__________________
Notary Public
My Commission Expires:  June 01, 2011




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