ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND

Transcription

1 ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND IN THE MATTER OF: * ASIA PACIFIC ENERGY INC. * TRAVIS ARMSTRONG * GLOBAL PARTNERS CAPITAL * Securities Division No GERARD BANKS, * SHAWN MILLER, * RESPONDENTS. * * * * * * * * * * * * * * * * * * * SUMMARY ORDER TO CEASE AND DESIST WHEREAS, the Securities Division of the Office of the Maryl Attorney General, pursuant to the authority granted in section of the Maryl Securities Act, Title 11, Corporations Associations Article, Annotated Code of Maryl (1999 Repl. Vol. & Supp. 2006) (the "Securities Act"), undertook an investigation into the securities-related activities of Asia Pacific Energy Inc., Travis Armstrong, Global Partners Capital, Gerard Banks, Shawn Miller (collectively the Respondents ); WHEREAS, on the basis of that investigation the Securities Commissioner (the Commissioner ) has determined that the Respondents have engaged may continue to engage in an act or practice constituting a violation of the registration antifraud provisions of the Securities Act; WHEREAS, the Commissioner has determined that immediate action against the Respondents is in the public interest; NOW THEREFORE, pursuant to section (a) of the Securities Act, it is hereby: ORDERED, that Asia Pacific Energy Inc., Travis Armstrong, Global Partners Capital, Gerard

2 Banks, Shawn Miller, each of them, their officers, directors, employees, agents anyone else involved in the offer or sale of investments in or through the Respondents, immediately cease desist from soliciting investment in, or offering or selling securities in the form of oil gas company shares or units or other interests in or from Maryl, pending a hearing in this matter or until such time as the Commissioner modifies or rescinds this Order. Willful violation of this Order is punishable as a criminal offense under section of the Securities Act by a fine not exceeding $50,000 or imprisonment not exceeding three years, or both. IT IS FURTHER ORDERED that each Respondent show cause why a final order should not be issued against it, assessing that Respondent the statutory penalty of $5,000 per violation of the Securities Act, permanently barring that Respondent from engaging in the securities business in or from Maryl. Securities Act. I. JURISDICTION 1. The Commissioner has jurisdiction in this proceeding pursuant to section of the II. RESPONDENTS 2. Asia Pacific Energy Inc., with its address in Dallas, Texas, holds itself out as engaged in the business, inter alia, of drilling oil gas wells. 3. Travis Armstrong ( Armstrong ), with an address in Dallas, Texas, is the Executive Vice President for Investor Relations of Asia Pacific Energy Inc. 4. Global Partners Capital, with its address in Las Vegas, Nevada, holds itself out as engaged in the business, inter alia, of investing in emerging energy companies. 5. Gerard Banks ( Banks ), with an address in Las Vegas, Nevada, is an employee or agent of Global Partners Capital. 6. Shawn Miller ( Miller ), with an address in Las Vegas, Nevada, is an employee or agent of -2-

3 Global Partners Capital. III. STATEMENT OF FACTS On information belief, the Commissioner alleges the following as the basis for this Order. 7. In October 2006, Respondents began to solicit prospective investors in Maryl, to offer sell shares in Asia Pacific Energy Inc. 8. Respondents Global Partners Capital Banks solicited investors by means of telephone calls to at least one prospective investor in Maryl. 9. Respondents Asia Pacific Energy Inc. Armstrong contacted at least one prospective Maryl investor by mail offered the sale of Private Placement Shares at a price of $1.00 per share. 10. As an incentive to invest, Respondents provided the prospective Maryl investor both orally in writing the option to redeem any shares in Asia Pacific Energy Inc. before the Initial Public Offering, at a price of $1.25 per share. 11. The prospective Maryl investor (hereinafter known as Maryl investor ) purchased 5,000 common shares of Asia Pacific Energy Inc. stock at a price of $1.00 per share. 12. The Maryl investor subsequently contacted Respondent Miller regarding receipt of the stock certificate for the 5,000 shares of Asia Pacific Energy Inc. common stock. 13. As an inducement to the Maryl investor to purchase an additional 20,000 shares at a price of $1.00 per share, Respondent Miller stated that Empire Oil Gas, an Australian company, had offered as much as $5.50 $8.50 per share for Asia Pacific Energy Inc. stock. 14. Respondent Asia Pacific Energy Inc. represented to the Maryl investor in writing that other entities had offered in excess of $5.50 per share for Asia Pacific Energy Inc. stock. 15. Respondents continue to solicit additional investments from this investor promising to repurchase his stock at any time. -3-

4 16. Asia Pacific Energy Inc. is self-described in its materials as a privately-held American venture capital investment firm, focusing on two major oil exploration projects in Australia. 17. Global Partners Capital is self-described in its materials as specializing in investing in emerging energy companies, enterprise services, technology companies, communications companies operating primarily in the U.S., Canada, China. 18. The shares in Asia Pacific Energy Inc. that have been offered sold by the Respondents are "securities" within the meaning of section of the Securities Act; 19. The Securities Division has no record of securities registration for an offering by or in the name of any Asia Pacific Energy Inc. entity, nor has any claim of exemption or status as a federal-covered security been made with the Division with respect to any such offering. 20. Asia Pacific Energy Inc. is not registered in Maryl as a securities broker-dealer or as an agent, or as an investment adviser or investment adviser representative. 21. Travis Armstrong is not registered in Maryl as a securities broker-dealer or as an agent, or as an investment adviser or investment adviser representative. 22. Global Partners Capital is not registered in Maryl as a securities broker-dealer or agent, or as an investment adviser or investment adviser representative. 23. Banks is not registered in Maryl as a securities broker-dealer or agent, or as an investment adviser or investment adviser representative. 24. Miller is not registered in Maryl as a securities broker-dealer or agent, or as an investment adviser or investment adviser representative. COUNT I (Offer Sale of Unregistered Securities) WHEREAS, section of the Securities Act makes it unlawful for any person to offer or sell a security in this state unless the security is registered, is exempt from registration under the Act, or is a -4-

5 federal covered security; WHEREAS, the shares in Asia Pacific Energy Inc. that have been offered sold by the Respondents are "securities" within the meaning of section of the Securities Act; WHEREAS, there is no record of registration, a claim of exemption from registration, or qualification as a federal covered security filed with the Division by or on behalf of Asia Pacific Energy Inc.; WHEREAS, Respondents have offered sold securities in violation of the registration requirements of section of the Securities Act; NOW, THEREFORE, IT IS HEREBY ORDERED that Respondents, their officers, directors, employees, agents anyone else involved in the offer or sale of the Asia Pacific Energy Inc. securities, cease desist from offering selling securities in or from Maryl, pending a hearing in this matter or until such time as the Commissioner modifies or rescinds this Order. Willful violation of this Order could result in criminal penalties under section of the Securities Act. IT IS FURTHER ORDERED that Respondents show cause why a final order should not be issued against them, assessing Respondents the statutory penalty of $5,000 per violation of section , permanently barring Respondents from the securities business in Maryl. COUNT II (Unregistered Broker-Dealer /or Agent) WHEREAS, section of the Securities Act makes it unlawful for any person to transact business in the offer sale of securities in this state as a broker-dealer or agent unless that person is registered as such pursuant to the Securities Act; WHEREAS, the shares in Asia Pacific Energy Inc. that have been offered sold by the Respondents are "securities" within the meaning of section of the Securities Act; WHEREAS, the Securities Act defines "broker-dealer" to mean a person engaged in the business of -5-

6 effecting transactions in securities for the account of others or for his own account; WHEREAS, the Securities Act defines agent to mean an individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect the purchase or sale of securities; WHEREAS, Global Partners Capital acted as a broker-dealer or agent of Asia Pacific Energy Inc., engaged in effecting transactions in securities in the form of shares of stock in this state; WHEREAS, Global Partners Capital, Armstrong, Banks, Miller each acted as a broker-dealer or agent of Asia Pacific Energy Inc., engaged in effecting transactions in securities in the form of shares of stock in this state; WHEREAS, none of the Respondents is registered with the Division as a broker-dealer or an agent to transact securities business within this state; NOW, THEREFORE, IT IS HEREBY ORDERED that Respondents, their officers, directors, employees, agents anyone else involved in the offer or sale of the Asia Pacific Energy Inc. securities, cease desist from acting as broker-dealers or agents in this state pending a hearing in this matter or until such time as the Commissioner modifies or rescinds this Order. Willful violation of this Order could result in criminal penalties under section of the Securities Act. IT IS FURTHER ORDERED that Respondents each show cause why a final order should not be issued against it, assessing that Respondent the statutory penalty of $5,000 per violation of the section broker-dealer agent registration provisions, permanently barring that Respondent from the securities business in Maryl. COUNT III (Employment of Unregistered Agents for Sale of Securities) WHEREAS, the shares in Asia Pacific Energy Inc. that have been offered or sold by the Respondents are "securities" within the meaning of section of the Securities Act; WHEREAS, under section (c) of the Act, a "broker-dealer" is defined as a person engaged -6-

7 in the business of effecting transactions in securities for the account of others or for his own account; WHEREAS, Respondent Asia Pacific Energy Inc. is an issuer under the Securities Act; WHEREAS, under section (b) of the Securities Act, an "agent" is defined as an individual other than a broker-dealer, including a partner, officer or director of an issuer, who represents a broker-dealer or issuer in effecting or attempting to effect the purchase sale of securities; WHEREAS, Global Partners Capital, Armstrong, Banks, Miller, as agents of Asia Pacific Energy Inc., solicited offers to purchase, offered to sell, sold securities of Asia Pacific Energy Inc. supervised others in doing so; WHEREAS, under section (a) of the Securities Act it is unlawful for any broker-dealer or issuer to employ or associate with an agent unless the agent is registered pursuant to the Securities Act; WHEREAS, the Division s files contain no record of the registration of Global Partners Capital, Armstrong, Banks, or Miller as a broker-dealer or agent in this state, pursuant to the Securities Act; NOW, THEREFORE, IT IS HEREBY ORDERED that Respondent Asia Pacific Energy Inc. cease desist from employing unregistered agents for the offer or sale of securities in or from this state, pending a hearing in this matter or until such time as the Commissioner modifies or rescinds this Order. Willful violation of this Order could result in criminal penalties under section of the Securities Act. IT IS FURTHER ORDERED that Respondent Asia Pacific Energy Inc. show cause why a final order should not be issued against it, assessing Respondent the statutory penalty of $5,000 per violation of the section broker-dealer agent registration provisions, permanently barring Respondent from engaging in the securities business in Maryl. COUNT IV (Material Misrepresentation or Omission in Sale of Securities) WHEREAS, section of the Securities Act prohibits any person, in connection with the offer, sale or purchase of any security, directly or indirectly to: (1) employ any device, scheme or artifice to -7-

8 defraud; (2) make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; or (3) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit on any person; WHEREAS, the shares in Asia Pacific Energy Inc. that have been offered or sold by the Respondents are "securities" within the meaning of section of the Securities Act; WHEREAS, in connection with the offer sale of the Asia Pacific Energy Inc. securities, the Respondents misrepresented material facts, or omitted material facts that were necessary to make statements that were made not misleading, including Respondents lack of appropriate registration, full representation of the company s history success rate of the risks associated with an investment in Asia Pacific Energy Inc., the status capitalization of Asia Pacific Energy Inc.; NOW, THEREFORE, IT IS HEREBY ORDERED that Respondents, their officers, directors, employees, agents anyone else involved in the offer or sale of the Asia Pacific Energy Inc. securities, cease desist from engaging in misrepresentation in connection with the offer or sale of securities, in violation of section of the Securities Act, pending a hearing in this matter or until such time as the Commissioner modifies or rescinds this Order. Willful violation of this Order could result in criminal penalties under section of the Securities Act. IT IS FURTHER ORDERED that Respondents show cause why a final order should not be issued against them, assessing Respondents the statutory penalty of $5,000 per violation of section , permanently barring Respondents from the securities business in Maryl. REQUIREMENT OF ANSWER AND NOTICE OF OPPORTUNITY FOR HEARING IT IS FURTHER ORDERED, pursuant to section of the Securities Act the Code of Maryl Regulations ( COMAR ) , that each Respondent shall file with the Securities -8-

9 Commissioner a written Answer to this Order within fifteen days of service of the Order. The Answer shall admit or deny each factual allegation in the Order shall set forth affirmative defenses, if any. A Respondent without knowledge or information sufficient to form a belief as to the truth of an allegation shall so state. The Answer also shall indicate whether the Respondent requests a hearing. A hearing will be scheduled in this matter if one is requested in writing. Failure by any Respondent to file a written request for a hearing in this matter shall be deemed a waiver by that Respondent of the right to such a hearing. Failure of a Respondent to file an Answer or a request for a hearing shall result in entry of a final order directing that Respondent permanently to cease desist from violation of the Securities Act, imposing the sanctions sought in this Order. SO ORDERED:, 2007 MELANIE SENTER LUBIN SECURITIES COMMISSIONER -9-

10 CERTIFICATE OF SERVICE I hereby certify that I have this day served the foregoing Summary Order To Cease And Desist by causing a copy to be delivered by United States mail, certified, return-receipt-requested postage prepaid, to: Asia Pacific Energy Inc LBJ Freeway, Suite 700 Dallas, TX Travis Armstrong Asia Pacific Energy Inc LBJ Freeway, Suite 700 Dallas, TX Global Partners Capital 5348 Vegas Drive Suite C Las Vegas, NV Gerard Banks Global Partners Capital 5348 Vegas Drive Suite C Las Vegas, NV Shawn Miller Global Partners Capital 5348 Vegas Drive Suite C Las Vegas, NV by serving a copy by h delivery to Melanie Senter Lubin, Securities Commissioner, 200 St. Paul Place, Baltimore MD , 2007 John P. McLane Assistant Attorney General Maryl Division of Securities 200 St. Paul Place - 25th Floor Baltimore, Maryl (410)

11 ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND IN THE MATTER OF: * ASIA PACIFIC ENERGY INC. * TRAVIS ARMSTRONG * GLOBAL PARTNERS CAPITAL * Securities Division No GERARD BANKS, * SHAWN MILLER, * RESPONDENTS. * * * * * * * * * * * * * * * * * * * AFFIDAVIT OF COMPLIANCE WITH SECTION (b) I hereby certify that, in accordance with section (b) of the Maryl Securities Act, Title 11, Corporations Associations Article of the Annotated Code of Maryl, I have effected service upon the Respondents by serving the foregoing Summary Order To Cease And Desist upon the Securities Commissioner, then sending a copy of the Order notice of service by certified mail, return-receipt-requested, to each Respondent at his last-known address. I solemnly affirm under the penalties of perjury upon personal knowledge that the contents of the foregoing paper are true., 2007 John P. McLane