DOB: One Key LLC Stipulation

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No. ST-08-7485-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, One Key LLC of 792 South Main Street, #101, Mansfield, Massachusetts is an issuer of securities, specifically limited liability company membership units (“LLC Units”);

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, on November 29, 2007, One Key, LLC 1) advised the Securities and Business Investments Division of the Department of Banking (the “Division”) in writing that One Key, LLC had sold LLC Units to Connecticut residents outside the fifteen day window in Section 36b-21(e) of the Act; and 2) enclosed a curative filing and fee;

WHEREAS, counsel to One Key, LLC subsequently represented in writing to the Division that 1) sales of the LLC units were made to two Connecticut residents on October 16, 2006, January 30, 2007 and February 21, 2007; 2) each of the individuals was an “accredited investor” as defined in Rule 501(a) of federal Regulation D; and 3) in not making a timely filing, the issuer had relied on the advice of prior legal counsel;

WHEREAS, the Commissioner acknowledges that One Key, 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, One Key, LLC desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement;

WHEREAS, the Commissioner and One Key, LLC acknowledge that this Stipulation and Agreement is in lieu of any court action or administrative proceeding against One Key LLC, its members, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described herein;

WHEREAS, One Key, LLC, 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;


(1) Subject to paragraph (4) below, the Commissioner and One Key agree that this Stipulation and Agreement is entered into in full and final resolution of the specific matters described herein and is in lieu of any court action or administrative proceeding against One Key LLC, its members, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described in this Stipulation and Agreement;
No later than the date this Stipulation and Agreement is executed by the Commissioner, One Key LLC shall remit to the department via check payable to "Treasurer, State of Connecticut" the sum of five hundred dollars ($500) as an administrative fine;
(3) One Key LLC 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;
(4) Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against One Key LLC 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 One Key LLC and reflected herein is subsequently determined to be untrue; and
(5) This Stipulation and Agreement shall become binding when executed by One Key LLC and the Commissioner.

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


     Howard F. Pitkin
            Banking Commissioner

Dated at Hartford, Connecticut                 
this 27th day of May 2008.                         

I, Jay Sapovits, state on behalf of One Key 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 One Key LLC and that One Key LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.  

      One Key LLC

      Jay Sapovits  
      Chief Executive Officer

On this 16th day of May 2008, personally appeared Jay Sapovits, 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 One Key LLC and acknowledged the same to be his free act and deed, before me.

Notary Public
My Commission Expires:  7/25/08

Administrative Orders and Settlements