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STATE OF
OFFICE OF SECURITIES
121 STATE HOUSE STATION
________________________________
)
IN THE MATTER OF: )
CONSENT AGREEMENT
)
NOS. 03-039-CAG, 03-047-CAG,
StoresOnline, Inc. ) 03-117-CAG
________________________________)
THIS
AGREEMENT is entered into between the State of Maine Office of Securities
("Office of Securities") and StoresOnline, Inc., a
WHEREAS, the Office of Securities
has determined that StoresOnline, Inc. offered for sale and sold business
opportunities in Maine in 2001 and 2002, which business opportunities consisted
of services and products that
StoresOnline, Inc. represented would enable purchasers to start an
Internet-based business or extend an existing “brick and mortar” business to
the Internet.
WHEREAS,
the Office of Securities has determined that StoresOnline, Inc. was not
registered as a business opportunity seller and therefore was not in compliance
with the Regulations of the Sale of
Business Opportunities, 32 M.R.S.A. §§ 4691 - 4700-B (1999 and Supp. 2002)
(“the Regulations”).
WHEREAS,
the Office of Securities has determined that StoresOnline, Inc. failed to
secure a bond or escrow account as required by the Regulations, 32 M.R.S.A. §
4695 (1999).
WHEREAS, the Office of Securities has
determined that StoresOnline, Inc. failed to provide purchasers with the disclosure statement required by
the Regulations, 32 M.R.S.A. § 4693 (1999).
WHEREAS, the Office of Securities has determined that StoresOnline,
Inc. refused to recognize the right of avoidance provided by the Regulations,
32 M.R.S.A. § 4698 (1999).
WHEREAS, StoresOnline, Inc. disputes the above determinations.
WHEREAS, all parties desire an
expeditious resolution of this matter.
NOW
THEREFORE, without trial or adjudication of any issue of fact or law and
without any admission or finding that StoreOnline, Inc. has violated the
Regulations, it is agreed that:
1.
StoresOnline, Inc., and any of its successors, affiliates, or agents, shall not
sell, offer to sell, advertise or undertake any other act in Maine relating to
the promotion of products or services that are substantially similar to those
sold by StoresOnline, Inc. in Maine in 2001 and 2002 without first registering
pursuant to the Regulations and otherwise fully complying therewith.
2. With
respect to services, products, equipment, supplies, goods or commodities that
are not substantially similar to those sold by StoresOnline, Inc. in Maine in
2001 and 2002, StoresOnline, Inc., and any of its successors, affiliates, or
agents, shall not hold any workshops, seminars, conferences, or similar events
in Maine, or otherwise sell, offer to sell, advertise or undertake any other
action relating to the promotion of the services, products, equipment,
supplies, goods or commodities in Maine, without first providing written notice
to the Office of Securities at least 60 days in advance, which notice shall
include the date, time, and location of the event, if applicable, and copies of
all promotional materials, contracts, forms, advertisements, presentations, and
any other materials to be distributed or shown to potential purchasers.
3. Within 30 days after execution of this
Consent Agreement by StoresOnline, Inc., StoresOnline, Inc. shall fully refund
all funds received from the three
4. StoresOnline,
Inc. shall fully refund all funds received from any person who purchased
products or services from StoreOnline, Inc. in Maine in 2001 or 2002 and who,
prior to June 1, 2004, requests or demands, in whatever form, rescission,
avoidance, restitution, or a refund.
Within 30 days after receipt of such a request or demand, StoresOnline,
Inc. shall provide the refund,
plus interest at the statutory prejudgment rate,
and shall provide the Office of Securities with written proof thereof.
5. In the
event that subsequent changes in the Regulations or in their interpretation by
the courts lead the Office of Securities, in its sole discretion, to determine
that the products and services sold by StoresOnline, Inc. in Maine in 2001 and
2002 would no longer be considered business opportunities under the
Regulations, StoreOnline, Inc. shall be relieved of the obligations set forth
in paragraph 1 above, but StoresOnline, Inc. shall not be relieved of any other
obligations imposed on it by law, including any imposed by the Regulations.
6. This
Consent Agreement constitutes the entire agreement between the Office of
Securities and StoresOnline, Inc. and does not address compliance or
non-compliance with the Regulations other than as specified herein.
_____________________ ______________________________
Date Christine
A. Bruenn
Securities
Administrator
16 June, 2003 /s/John
J. Poelman
____________________ ______________________________
Date John J. Poelman
Chief
Executive Officer
StoresOnline,
Inc.