PRESTON DuFAUCHARD Califomia CorPorations Commissioner :Z WAYNE STRUMPFER Deputy Commissioner :J ALAN S. WElNOER Lead COrporatiOIll Counsel 4 AFSANEH EOHBALDARJ (CABAR NO. 250107) Corporations Counsel S DEPARTMENT OFCORPORATIONS 1350 Front Street, Room 2034 l5 SanDiego, California 9210I Telephone: (619) 645-3166 II Attorneys for Complainant rn ~~ BEFORE TIlE DEPARTMENT OF CORPORATIONS , ..5 10 OF TIlE STATE OF CALIFORNIA J c... III P4. In the Matter of ) C 0 I~~ THE CALIFORNIA CORPORAnONS ~ RESPONDENTS SILVER SCREEN PRODUCTIONS, MUSIC BOX THE MOVIE, COMMISSIONER, l I }'4 LLC ANDJOSEPH E. DUCHINSKY J .- I CIS 1.• ~ Hi ) v. Complainant, STIPULAnON TO ORDER TO DESIST AND ~RAm e 17 Silver Screen Productions, Music Box The Movie. LLC and Joseph E. Duchinsky. asan .... cS - a c... 18 15' individual, 0 Respondents. i v.l 20 21 22 IT IS HEREBY STIPULATED AND AGREED between Silver Screen Productions, Music 2:3 Box The Movie. LLC andJoseph E. Duchinsky (hereafter collectively "Respondents") and the 24 California Corporations Commissioner ("Commissioner"), as follows: 25 WHEREAS, Respondents admit thejurisdiction of the California Department of 2~5 Corporations overtheirpersons andoverthesubject matter ofthis Stipulation. 2'7 WHEREAS. Respondents waive the right to any hearing, including that provided by 211 California Corporations Code Sections 25532 subdivision (d) and 25609. Further Respondents 1 STIPULATION TO ORDER TO DESIST AND REFRAIN waive any and all review bya court of law, including thatprovided by California Government Code :2 section 11523. :3 WHEREAS, all tenns used, butnotdefined herein, shallhave the meaning assigned to them 4 by the California Corporations Code. :5 WHEREAS, Respondents represent thatno promises of any kind or nature whatsoever were I) made to induce them to enterintothisStipulation, and that this Stipulation is a voluntary act on the '7 part of Respondents. II WHEREAS, Respondents stipulate to the issuance of the Desist and Refrain Order (UOrder"), rn 9 c .- s 0 10 in theform attached hereto u Exhibit A, directing Respondents to desist and refrain from the further offerandsaleof securities in thisstatebymeans of oral andwritten communications, which omitted n ! c... 0 .. r' D to state material facts. WHEREAS, Respondents, without admitting or denying any of the findings contained within C Q the Order or this Stipulation, hereby agree and stipulate to the Order. 14J I 0 • ., t" Ie; WHEREAS, Respondents agree and acknowledge that nothing in this Stipulation shall preclude the Commissioner;his agents, officers, or employees, to the extent authorized by law, from referring anyevidence or information regarding this matter to any otherstate or fcderallaw ·s (0 17 .- c2 - III enforcement official, or from usisting cooperating, or co-prosecuting withregards to any a c... 0 HI investigation and/or action. WHEREFORE, Respondents Joseph E. Duchinsky, SilverScreen Productions and Music ~ en 20 Box The Movie, LLC stipulate andagree to the finality of the Commissioner's Order. Respondents 21 '~~ understand and agree not'to represent thatthisStipulation is a settlement or a withdrawal of the :231 CQmmissioner's Order. Respondents further understand and agree that the Order remains in effect 24- and that they cannot denythe violations cited in the Commissioner's Order to make anystatement or :ZS' representation that is inconsistent with this Stipulations or the Order. Respondents further :Z6~ understand and agree thisStipulation docsnotprevent the Commissioner from taking future action 27' in regard to this matter. 28 III 2 STIPULATION TOORDER TO DESIST AND REFRAIN PRESTON DuFAUCHARD, .. ') Califomia Corporations Commissioner :J By _ ~J ~h BCiriildari, I' .t Corpofations Counsel ti Dated: i(;z.. y 10 f By . r . 7 J6sCPlr E. DucliiiBi'~, lndividually aDd (;h.hehelf of II SI1vtr Screen ProductiODs and Music Box The Movie. LLC 9 l! 0 '::1 10 t! ~ 111 Approved as to Form U r••t '- 0 I:J By & 14 ,J<IrLawler, j 1") , I Ci AUomey for Respondents .- I co e 17 .- cB a In t .,. B~ 0 ~ VJ 20 211 ~~ 23 2'~ 2~' .1 26 27 2~: 3 STIPULATION TOORDER TODESIST AND REFRAIN -- ." STATE OF CALIFORNIA 2 BUSINESS, TRANSPORTAnON AND HOUSING AGENCY 3 DEPARTMENT OF CORPORATIONS <4 ,5 TO: J~ E. Ducbinsky, President. Secretary) Treasurer Silver Screen Productions 15 Music Box TheMovie. LLC 3250 Wilshire Blvd, Suite 80S '7 Los Angcles, CA 90010 or :8 418N. Third Street Alhambra. CA 91801 9 g II[) '+=1 U i 0 11 12 DESIST AND REFRAIN ORDER "-c (For violatioDl of leetioU 25401 of tbe Corpontiou Code) 0 1:3 5 14 TheCalifornia Corporations Commissioner fmds that: ~ 1:5 1. Silver Screen Productions ("Silver Screen") was a Nevada corporation and its status was g 115 revoked on August I) 2006. I 2. At all relevant times herein, Silvcr Screen has an active status in Califomia at 418 N. ·s e.u 1'7 Third Street. Alhambra. CA 9180I. .... ~ - a "-c 118 19 3. At all relevant times herein, Music Box TheMovie. LLC ("Music Box")is an active 0 California Limited Liability Corporation with itsprincipal place ofbusincss at 3250 Wilshire Blvd., .B 20 S Suite 80S, LosAngcles, CA 90010. C/.) 21 4. Atall relcvant timesherein, Joseph E. Ducbinsky ("Ducbinskyj was the president. 22 secretary and treasurer of Silver Screen andmanaged and controlled Silver Screen. 23 5. Atall relevant timesherein. Silver Screen has through its principal Ducbinsky acted as the 24. manager of Music Box. 2'-) . 6. Beginning at least as earlyas 2007. Silver Screen. Music Box and Duchinsky offered or ze sold securities in the fonn of investment contracts, notes or evidences of indebtedness. SilverScreen, 27 2U Music Boxand Duchinsky referred to these securities as investment agreements. promissory notes '" I.. andevidences of indebtedness. 3: 7. The investment contracts, notes and evidences of indebtedness are securities pursuant to 4· California Corporations Code section 25019. S' 8. In connection with the offers and salesof securities, Silver Screen, Music Box and 6i Duchinsky omitted to disclose to investors that: 7' a. OnJanuary 29, 1986, the Stateof New Mexico SecuritiesDivision issued a Cease and 8: Desist Order againstDuchinsky. Duchinsky was orderedto cease and desistfrom 51 soliciting, offering and selling securities of any kind in New Mexico, without first U) 6 Jet complying with all the registration requirements. 1 U 0 c... 11 12~ b. On September 17. 1987, Duchinsky plednolocontendere to two countsof criminal violations of section2S110 in California and was sentenced to three years of probation. 0 B c. In October 2005, Duchinsky petitioned for Chapter 7 bankruptcy; and on July 7, 2006, the 5 J4. court discharged Duchinsky's debtsunder section 727 of title 11 of the United States I ·s I &IS J5; 16i 17' Code. Based upon the foregoing. the California Corporations Commissioner is of the opinion that the securities issued byJoseph E. Duchinsky, Silver Screen Productions and Music Box The Movie, .... cS n LLC were offered andsold in this state by means of oral and writtencommunications which omitted a c... 0 1'91 to statematerial facts necessary in orderto make the statements made, in the lightof the B 201 circumstances under which they weremade. not misleading, in violationof section 25401 of the S en 21 Corporate Securities Law of 1968. 22. Pursuant to section 25532of the Corporate Securities Law of 1968 Joseph E. Duchinsky, 23 Silver Screen Productions and Music Box The Movie, LLC are herebyordered to desist and refrain 2·4 from offering or selling or buying or offering to buyanysecurities in the Stateof California. 25 including butnot limited to. investment contracts. notes or evidencesof indebteness, by means of any 215 written or oral communication which omitsto state a material fact necessary in orderto makethe 2'7 statements made, in the lightof the circumstances under which they were made.not misleading. 2:~ DESIST AND REFRAIN ORDER · - , ThisOrder is necessary. in the public interest. for the protection of investors and consistent :2 with the purposes. policies. and provisions of the Corporate Securities Lawof 1968. :3 <4 Dated: April 18.2008 PRESTON DuFAUCHARD Los Angeles. Califomia California Corporations Commissioner :5 jS '7 B>'_ W- :8 e INOER ALA;.......N-S-.- -- r-- ........-- - - Lead Corporations cOunsel !9 en a '.::I J:iO i 8 II 1:2 c... 0 is C 14 I 'c2 s I tU 1:5 1jS 1'7 .- -a li8 ]9 c... 0 ~~o B S CI) 21 ~~~ ~:3 ~:4 2~) 26 ~:~7 2:11 DESIST AND "'".r"", ~"""'"
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