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STATE OF
OFFICE OF SECURITIES
In re: Mid-Ohio Securities Corp.; Richard Desich;
Leonard J. Gibel; Thomas Gordon Cloud; Thomas Gordon Cloud, Jr.; Cloud
& Associates Consulting, Inc.; First Choice Management Services, Inc.;
and Gary Van Waeyenberghe
CEASE AND DESIST
ORDER
01-021-CDO
FINDINGS OF FACT AND CONCLUSIONS
OF LAW
1.
Mid-Ohio
Securities Corp. (“Mid-Ohio”) is a broker-dealer (CRD # 6634) located in
2.
Richard
Desich (CRD #66145) is the President of Mid-Ohio.
3.
Leonard
J. Gibel (CRD #219934) is a Vice-President of Mid-Ohio.
4.
Cloud
& Associates Consulting, Inc., also known as Cloud & Associates
(“C&A”) is a broker-dealer and investment adviser located in
5.
Thomas
G. Cloud (CRD # 834978) is the Chairman of the Board of C&A. According to the records of the Maine Office
of Securities, Mr. Cloud has never been licensed, or applied for a license, as
a sales representative or broker-dealer in the State of
6.
Thomas
G. Cloud, Jr. (CRD # 3021086), is the Executive Vice-President of C&A.
According to the records of the Maine Office of Securities, Mr. Cloud, Jr., has
never been licensed, or applied for a license, as a sales representative or
broker-dealer in the State of
7.
First
Choice Management Services, Inc., (“First Choice”) is an issuer located in
8.
Gary
Van Waeyenberghe is the president and CEO of First Choice. According to the records of the Maine Office
of Securities, Mr. Waeyenberghe has never been
licensed, or applied for a license, as a sales representative in the State of
9.
Cortland
General Money Market Fund (“Cortland General”) is a money market fund. Cortland General is a portfolio of Cortland
Trust, Inc., an issuer registered with the United States Securities and
Exchange Commission under both the United States Securities Act of 1933 and the
United States Investment Company Act of 1940.
Cortland Trust, Inc., is located in
10.
In
March of 2000, a
11.
On or
about
12.
On or
about
13.
On or
about
14.
On
15.
Pursuant
to 32 M.R.S.A. § 10602(1), the administrator may issue a cease and desist order
if she 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 Revised Maine Securities Act.
16.
By
effecting transactions for the Maine resident, Thomas G. Cloud and Thomas G.
Cloud, Jr., transacted business as unlicensed sales representatives or
broker-dealers in violation of 32 M.R.S.A. § 10301(1).
17.
By
effecting transactions for the
18.
By
contacting the Maine resident and recommending the First Choice EARS, C&A
acted as an unlicensed investment adviser in violation of 32 M.R.S.A. §
10303(1).
19.
By
effecting transactions for the
20.
By
effecting transactions for the
21.
By
effecting transactions for the Maine resident, Thomas Gordon Cloud, Thomas
Gordon Cloud, Jr., C&A, First Choice and Gary Van Waeyenberghe sold unregistered
securities in violation of 32 M.R.S.A. § 10401.
22.
On
July 6, 2001, the Securities Administrator issued a Notice of Intent to Issue
an Order to Cease and Desist against Mid-Ohio Securities Corp., Richard Desich, Thomas Gordon Cloud, Thomas Gordon Cloud, Jr.,
Cloud & Associates Consulting, Inc., First Choice Management Services,
Inc., Gary Van Waeyenberghe,
and all other officers, directors, employees, agents, and subsidiaries or
controlling entities of Mid-Ohio Securities, Cloud & Associates Consulting,
Inc., and First Choice Management Services. The notice of intent was served and
all parties were notified of their right to request a hearing within thirty
(30) calendar days from the date of entry of the Notice, in accordance with 32
M.R.S.A. §10708 (1988 & Supp. 1997).
The Notice of Intent was amended
on
23.
For
the reasons stated above, the Securities Administrator reasonably believes that
Thomas Gordon Cloud, Thomas Gordon Cloud, Jr., C&A, First Choice, and Gary
Van Waeyenberghe have engaged, are engaging and are about to engage in acts and
practices constituting violations of the Revised Maine Securities Act.
24.
The
allegations against Mid-Ohio, Richard Desich, and
Leonard J. Gibel are being addressed in a separate proceeding.
FINAL ORDER
NOW, THEREFORE, it is ordered that Thomas Gordon Cloud, Thomas Gordon Cloud, Jr., Cloud & Associates Consulting, Inc., First Choice Management Services, Inc., Gary Van Waeyenberghe, and all other officers, directors, employees, agents, and subsidiaries or controlling entities of Cloud & Associates Consulting, Inc. and First Choice Management Services, Inc. immediately CEASE AND DESIST from violating any provisions of The Revised Maine Securities Act.
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 to this order 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: March 2, 2002 Christine A. Bruenn
Christine A. Bruenn
Securities Administrator