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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
Woso Energy Corporation (“Woso”) was incorporated in
Osinmen E. Sunday is an individual who has been at all
relevant times the chief executive officer and chairman of Woso and whose last
known business address is
Oziengbe E. Williams is an individual who was at all
relevant times an officer and director of Woso and whose last known address is
Merricks J. Prudhomme, Sr., is an individual who acted
at all relevant times as a sales representative of Woso and whose last known
address is 3337 Bristol South, # 72,
In or about April 2005, a resident of
6. As a result of these telephone solicitations, on or about April 29, 2005, the Maine resident invested $30,000 in the drilling project, referred to as “South Red Oak Prospect,” by sending a check to Woso in that amount. The investment was memorialized by a Subscription and Customer Agreement signed by “Ozzie E. Williams.”
This investment was not registered as a security in
The respondents did not disclose to the
On or about February 17, 2006, the Office of Securities
(“the Office”) sent certified letters to Woso, Sunday, Williams, and Prudhomme. These letters were received by Woso, Sunday,
and Williams on February 21. In the
letters, the Office requested that the recipients immediately send the Office a
signed statement agreeing to refrain from further solicitations and sales in
The investment that Woso offered and sold to the
With respect to the security offered and sold to the
With respect to the offer and sale of the security to
Pursuant to section 10401 of the Act, a person may not
offer and sell any security in
Respondents violated section 10401 of the Act because the
security that they offered and sold to the
Pursuant to section 10301(1) of the Act, a person may
not transact business in
Prudhomme violated section 10301(1) of the Act because he
was not licensed as a sales representative in
Pursuant to section 10301(2) of the Act, it is unlawful
for any issuer to employ or contract with a person as a sales representative in
Woso violated section 10301(2) of the Act by employing
or contracting with Prudhomme as an unlicensed sales representative in
21. Pursuant to section 10201 of the Act, in connection with the offer or sale of any security, a person shall not, directly or indirectly: (a) employ any device, scheme or artifice to defraud; (b) make any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or (c) engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person.
Respondents violated section 10201 of the Act by making
false representations to the
Respondents also violated section 10201 of the Act by
failing to disclose, among other things, that Prudhomme was not licensed to offer
and sell securities in
24. 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.
25. By failing to provide the written statements requested by the administrator, Woso, Sunday, and Williams violated section 10601(3) of the Act.
26. As officers or directors of Woso, Sunday and Williams are “control persons” of Woso pursuant to 32 M.R.S.A. § 10602(3). They are thus liable for the securities law violations of Woso.
27. Pursuant to section 10602(1) of the Act, the administrator may issue a cease and desist order if he 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.
28. 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 he 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.
29. In this matter, each respondent is liable for at least one violation each of sections 10401, 10301, and 10201 of the Act, and each respondent except Prudhomme is liable for one violation of section 10601(3) of the Act.
30. Effective December 31, 2005, the Maine Uniform Securities Act, Title 32, Chapter 135, superseded the Act and governs conduct occurring after December 31, 2005.
31. On March 16, 2006, the Securities Administrator issued a Notice of Intent to Issue a Cease and Desist Order and Impose a Civil Penalty on Woso, Sunday, Williams, and Prudhomme (“Notice”), giving them thirty (30) days to request a hearing on the matter. No respondent has requested a hearing or otherwise responded to the Notice.
32. 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 Respondents Woso, Sunday, Williams, and Prudhomme CEASE AND DESIST from violating the Maine Uniform Securities Act, including the prohibitions against securities fraud, offering and selling unregistered securities, transacting business as an unlicensed agent in Maine, and employing or contracting with an unlicensed agent in Maine.
It is further
ORDERED that Respondents Woso, Sunday, and Williams shall each pay a civil
penalty of $6,000, and that Respondent Prudhomme shall pay a civil penalty of
$4,500. All payments should be made
payable to Treasurer, State of
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: April 20, 2006 s/Michael J. Colleran
Michael J. Colleran
Date: April 20, 2006 s/Bonnie E. Russell
Bonnie E. Russell
Assistant Securities Administrator
Date: April 20, 2006 s/Michael W. Atleson
Michael W. Atleson