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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
Parasol Films II, Inc., Parasol Films II, LLC, Erik Baquero, Dean McDaniel, Daniel Duarte, Nicholas Melisse
CEASE AND DESIST ORDER
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:
Films II, Inc., (“Parasol”) is a foreign business entity with a last known
business address of
Films II, LLC, (“LLC”) is a foreign business entity with a last known business
3. Parasol is the managing member of LLC.
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
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
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.
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.
to the records of the Office, the units in LLC are not registered under the Act
for offer and sale in
to 32 M.R.S.A. § 10301(1), it is unlawful for any person to transact business
violated 32 M.R.S.A. § 10301(1) when it offered and sold securities in
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.
§ 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.
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
Date: August 25, 2004 s/Bonnie E. Russell
Bonnie E. Russell
Assistant Securities Administrator
Date: August 25, 2004 s/Michael W. Atleson
Michael W. Atleson