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STATE OF
OFFICE OF SECURITIES
121 STATE HOUSE STATION
AUGUSTA, ME 04333
IN RE: Parasol
Films II, Inc., Parasol Films II, LLC, Erik Baquero, Dean McDaniel, Daniel
Duarte, Nicholas Melisse
CEASE AND DESIST ORDER
No. 03-016-CDO
FINDINGS OF FACT AND CONCLUSIONS OF LAW
Pursuant to 32 M.R.S.A. §§ 10602 and
10708, the Securities Administrator finds and orders as follows:
1.
Parasol
Films II, Inc., (“Parasol”) is a foreign business entity with a last known
business address of
2.
Parasol
Films II, LLC, (“LLC”) is a foreign business entity with a last known business
address of
3.
Parasol
is the managing member of LLC.
4.
Erik
Baquero (“Baquero”) is an individual who at all times relevant to this matter
has been the sole shareholder, Chairman, Chief Executive Officer, President,
and Director of Operations of Parasol and a control person of Parasol and LLC, as
defined in 32 M.R.S.A. §10602(3). Baquero’s
last known business address is
5.
Dan
Duarte (“
6.
Dean
McDaniel (“McDaniel”) is an individual who at all times relevant to this matter
was an employee of Parasol with a last known business address of
7.
Nicholas
Melisse (“Melisse”) is an individual with a last known business address of
8.
During
the time period between March 2001 and May 11, 2001, Duarte, Melisse, and McDaniel solicited two Kittery, Maine,
residents (the “Maine residents”) by telephone on numerous occasions to invest
in a film called “Shooting Blanks” that was to star Patrick Swayze and Jennifer
Tilley.
9.
On or
about
10.
On
11.
On or
about
12.
On
13.
LLC
returned $800 to one
14.
Pursuant
to 32 M.R.S.A. § 10401, a person may not offer and sell any security in Maine
unless the security is registered under the Revised Maine Securities Act (the “Act”)
or the security or the transaction is exempt under the Act or the security is a
federal covered security.
15.
According
to the records of the Office, the units in LLC are not registered under the Act
for offer and sale in
16.
Parasol,
LLC,
17.
Pursuant
to 32 M.R.S.A. § 10301(1), it is unlawful for any person to transact business
in
18.
Parasol
violated 32 M.R.S.A. § 10301(1) when it offered and sold securities in
19.
McDaniel,
20.
Pursuant
to § 10301(2), it is unlawful for any broker-dealer to employ or contract with
a person as a sales representative in Maine unless the sales representative is
licensed under the Act.
21.
Parasol violated
§ 10301(2) when it employed or contracted with McDaniel,
22.
Pursuant
to 32 M.R.S.A. § 10602(3), as a “control person” of Parasol and LLC, Baquero is
liable for the securities law violations of Parasol, LLC, McDaniel, Duarte, and
Melisse, to the same extent as Parasol, LLC, McDaniel, Duarte, and Melisse.
23.
Pursuant
to 32 M.R.S.A. § 10602(1), the administrator may issue a cease and desist order
if she reasonably believes that any person has engaged, is engaging or is about
to engage in any act or practice constituting a violation of any provision of
the Revised Maine Securities Act.
24.
On
March 25, 2004, the Securities Administrator issued a Notice of Intent to Issue
a Cease and Desist Order ("Notice") against the respondents, giving each
of them thirty (30) days to request a hearing on the matter. None of the respondents requested a hearing except
for Baquero.
25.
In
accordance with 5 M.R.S.A. § 9053(3), and Section 19(1) of Office of Securities
Rule Chapter 540, the Securities Administrator may dispose of this proceeding
by default against all respondents except Baquero.
FINAL ORDER
NOW, THEREFORE, it is ORDERED that Parasol Films II, Inc., Parasol Films II, LLC, Dean McDaniel, Daniel Duarte, and Nicholas Melisse permanently CEASE AND DESIST from violating any provisions of the Revised Maine Securities Act, including the prohibitions against offering and selling securities that are neither registered nor exempt from registration under the Act, against transacting business in Maine as a broker-dealer or sales representative unless licensed or exempt from licensing under the Act, and against employing or contracting with persons as sales representatives in Maine unless the sales representatives are licensed under the Act.
Pursuant to 32 M.R.S.A. § 10708, this is a final order, entered after notice and opportunity for hearing. Pursuant to 32 M.R.S.A. § 10709, a party may obtain judicial review of the order in Kennebec County Superior Court by filing a petition within thirty (30) calendar days after receipt of the order, in accordance with 5 M.R.S.A. § 11001 et seq. and Rule 80C of the Maine Rules of Civil Procedure.
Date: August 25,
2004 s/Christine A. Bruenn
Christine A. Bruenn
Securities Administrator
Reviewed by:
Date: August 25,
2004 s/Bonnie
E. Russell
Bonnie E. Russell
Assistant Securities Administrator
Presented by:
Date: August 25,
2004 s/Michael
W. Atleson
Michael W. Atleson
Staff Attorney