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OFFICE OF SECURITIES
121 STATE HOUSE STATION
AUGUSTA, ME 04333
ORDER TO CEASE AND
DESIST AND IMPOSING
A CIVIL PENALTY
FINDINGS OF FACT AND CONCLUSIONS OF LAW
Aptus Technology Corporation (“Aptus”) was incorporated
Hirak Biswas (“Biswas”) is an individual who has been
at all relevant times the president, Chief Executive Officer, and a director of
Aptus and whose last known business address is
Joseph Orlando (“
Apurba Mukherjee (“Mukherjee”) is an individual who has
been at all relevant times the secretary and a director of Aptus and whose last
known business address is
In or about December 2002, Biswas discussed
investments in Aptus with a resident of
On December 16, 2002, the
On or about January 29, 2003, Biswas sent a letter to
On or about February 3, 2003,
Aptus has made no payment on the promissory note and
has not otherwise returned any funds to the
On or about September 8, 17, and 28, 2004, the Office
of Securities sent letters to Aptus and Biswas requesting that they provide
immediately a written statement agreeing to refrain from further solicitations
or sales to
11. The promissory note offered and sold by Aptus is a security under section 10501(18) of the Revised Maine Securities Act, 32 M.R.S.A. §§ 10101-10713 (“the Act”).
Pursuant to section 10401 of the Act, a person may not
offer and sell any security in
The promissory note that Aptus offered and sold to the
14. Pursuant to section 10601(3) of the Act, “[i]t is unlawful to fail to provide promptly any written statement if requested” by the administrator.
15. By failing to provide the two written statements requested by the administrator, Aptus and Biswas violated section 10601(3) of the Act.
16. As officers and directors of Aptus, the individual respondents are “control persons” of Aptus pursuant to 32 M.R.S.A. § 10602(3). Biswas, Orlando, and Mukherjee are thus liable for the securities law violations of Aptus.
17. Pursuant to section 10602(1) of the Act, 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 Act.
18. Pursuant to section 10602(1) of the Act, the administrator may issue an order imposing a civil penalty that may not exceed $1,500 for a single violation 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 Act.
19. Aptus’ violations of section 10401 and 10601(3) constitute two separate violations for purposes of determining the total civil penalty to be imposed. The Securities Administrator may thus impose a civil penalty in an amount up to $3,000.
20. On November 15, 2004, the Securities Administrator issued a Notice of Intent to Issue a Cease and Desist Order and Impose a Civil Penalty ("Notice") against Respondents, giving them thirty (30) days to request a hearing on the matter. None of the Respondents have requested a hearing or otherwise responded to the Notice.
21. 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.
NOW, THEREFORE, it is ORDERED that Aptus, Biswas, Orlando, and Mukherjee 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, and against transacting business in Maine as a sales representative unless licensed or exempt from licensing under the Act.
It is further ORDERED that Aptus, Biswas, Orlando, and Mukherjee shall each pay a civil penalty of $3,000 to the Securities Administrator.
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: January 3, 2005 s/Christine A. Bruenn
Christine A. Bruenn
Date: December 30, 2004 s/Bonnie E. Russell
Bonnie E. Russell
Assistant Securities Administrator
Date: December 30, 2004 s/Michael W. Atleson
Michael W. Atleson