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STATE OF MAINE
OFFICE OF SECURITIES
121 STATE HOUSE STATION
AUGUSTA, MAINE 04333-0121
CONSENT ORDER 03-100-CON
1. This Consent Order applies to respondents Trinity Consulting Services, LLC, Kevin C. Grom, and Andrew L. Wardein only.
2. At all relevant times, it has been unlawful for any person to offer or sell any security in Maine unless the security is registered or exempt from registration pursuant to the Revised Maine Securities Act, 32 M.R.S.A. §§ 10101-10710 ("the Act").
3. At all relevant times, it has been unlawful for any person to transact business in Maine as a broker-dealer unless licensed to do so or exempt from such licensing pursuant to the Act, or for any broker-dealer to employ or contract with a person as a sales representative in Maine unless the sales representative is licensed or exempt from licensing under the Act.
4. Trinity Consulting Services, LLC (“Trinity”), is a foreign business entity with a last known business address of 17310 Redhill Avenue #135, Irvine, California 92614. Trinity was organized in California in 2002 as a limited liability company. According to the records of the Maine Office of Securities (“the Office”), Trinity has never been licensed, or applied for a license, as a broker-dealer in Maine. Trinity states that it is in the business of providing educational materials and services in the tax lien/deed industry.
5. Kevin C. Grom (“Grom”) is an individual who at all times relevant to this matter has been a member, manager or partner of Trinity and a control person of Trinity, as defined by 32 M.R.S.A. § 10602(3). Grom’s last known business address is 17310 Red Hill Avenue #135, Irvine, California 92614.
6. Andrew L. Wardein (“Wardein”) is an individual who at all times relevant to this matter has been a member, manager or partner of Trinity and a control person of Trinity, as defined by 32 M.R.S.A. § 10602(3). Wardein’s last known business address is17310 Red Hill Avenue #135, Irvine, California 92614.
7. It is the position of the Office of Securities that Trinity offered American Certificate and Title Company ("ACT") securities to Maine residents where those securities were not registered for sale in Maine pursuant to the Act. Specifically, Trinity had signed an agreement with respondents ACT and David Todd Zussman ("Zussman") whereby Trinity would receive compensation for finding persons to purchase ACT's securities, which were in the form of investment contracts for purchases of tax lien and tax deed certificates. Pursuant to that agreement, Andres Calvo ("Calvo"), a Trinity employee not licensed in Maine as a sales representative, offered ACT securities to Maine residents.
8. On August 18, 2003, the Securities Administrator issued a Notice of Intent to Issue a Cease and Desist Order ("Notice") against the respondents. All respondents except Calvo then requested a hearing before the Securities Administrator.
9. On December 1, 2003, the Securities Administrator issued a Consent Order resolving the matter as to respondents ACT and Zussman.
10. Trinity, Grom, and Wardein desire an expeditious resolution of this matter.
11. Without trial or adjudication of any issue of fact or law, and without admitting or denying that their conduct violated the Revised Maine Securities Act, Trinity, Grom, and Wardein waive their right to a hearing and to judicial review and consent to the entry of this order.
12. The Office of Securities agrees that it will not deny registration of, or an exemption from registration for, any Trinity investment contracts or other securities based solely on the allegations contained in the Notice and this order, provided, however, that the Office of Securities is not precluded from making such a denial based on other allegations, or from taking the Notice and Consent Order and their underlying allegations into account in determining whether to make such a denial.
NOW, THEREFORE, it is ORDERED that Trinity, Grom, and Wardein 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, transacting business in Maine as a broker-dealer unless licensed to do so or exempt from such licensing under the Act, or employing or contracting with a person as a sales representative in Maine unless the sales representative is licensed or exempt from licensing under the Act.
Trinity, Grom, and Wardein hereby waive their right to a hearing and to judicial review and consent to entry of the order set forth above.
Date: January 30, 2004 Trinity Consulting Services, Inc.
By: s/Kevin C. Grom
Kevin C. Grom, Member
Date: January 30, 2004 s/Kevin C. Grom
Kevin C. Grom
Date: January 30, 2004 s/Andrew L. Wardein
Andrew L. Wardein
Date: February 18, 2004 s/Christine A. Bruenn
Christine A. Bruenn
Date: February 6, 2004 s/Bonnie E. Russell
Bonnie E. Russell
Assistant Securities Administrator
Date: February 6, 2004 s/Michael W. Atleson
Michael W. Atleson