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STATE
OF MAINE
OFFICE
OF SECURITIES
121
STATE HOUSE STATION
AUGUSTA,
MAINE 04333-0121
CONSENT ORDER No. 03-100-CO
1.
This Consent Order applies to respondents
American Certificate & Title Company and David Todd Zussman 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.
American Certificate & Title Company (“ACT”)
is a foreign corporation with a last known business address of 655 Anton
Boulevard #A, Costa Mesa, California 92626.
ACT was incorporated in Nevada in 1999.
ACT has never been licensed, or applied for a license, as a
broker-dealer in Maine.
5.
David Todd Zussman (“Zussman”) is an individual
who at all times relevant to this matter has been president, secretary, and
treasurer of ACT and a control person of ACT, as defined in 32 M.R.S.A.
§10602(3). Zussman’s last known business
address is P.O. Box 27740, Las Vegas, Nevada
89126. Zussman has never been
licensed, or applied for a license, as a sales representative or investment
adviser representative in Maine.
6.
It is the position of the Office of Securities
that ACT has offered securities in the form of investment contracts for
purchases of tax lien and tax deed certificates. These securities have not been registered for
sale in Maine, nor are they exempt from registration under the Act.
7.
It is also the position of the Office of
Securities that ACT's securities were offered to Maine residents by Trinity
Consulting Services, LLC (“Trinity”) and its representative Andres Calvo
(“Calvo”) pursuant to a contract between ACT and Trinity whereby the latter
would receive compensation for finding persons to purchase the securities.
8.
Trinity has never been licensed, or applied for
a license, as a broker-dealer in Maine, and Calvo has as never been licensed,
or applied for a license, as a sales representative in Maine.
9.
On August 18, 2003, the Securities Administrator
issued a Notice of Intent to Issue a Cease and Desist Order ("Notice")
against ACT, Zussman, Trinity, Calvo, and two persons identified as control
persons of Trinity, Kevin C. Grom and Andrew L. Wardein. All respondents except Calvo
then requested a hearing before the Securities Administrator.
10. ACT, Zussman,
and the Office of Securities 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 its conduct violated the Revised Maine Securities Act, ACT and Zussman
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, ACT's 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.
13. ACT and Zussman
agree to cooperate with the Office of Securities by promptly providing information,
documents, and testimony, upon reasonable request, in connection with this
proceeding or any further action taken by the Office of Securities against any
of the other respondents.
ORDER
NOW,
THEREFORE, it is ORDERED that ACT and Zussman 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.
ACT and Zussman
hereby waive their right to a hearing and to judicial review and consent to
entry of the order set forth above.
Date: November 22, 2003 American
Certificate & Title Company
By:
s/David Todd Zussman
David
Todd Zussman, President
Date: November 22, 2003 s/David
Todd Zussman
David Todd Zussman
Ordered
by:
Date: December 1, 2003 s/Christine A. Bruenn
Christine
A. Bruenn
Securities
Administrator
Reviewed
by:
Date: December 1, 2003 s/Bonnie E. Russell
Bonnie
E. Russell
Assistant
Securities Administrator
Presented
by:
Date: December 1, 2003 s/Michael
W. Atleson
Michael
W. Atleson
Staff
Attorney