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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.
ORDER
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
Ordered
by:
Date: February 18, 2004 s/Christine A. Bruenn
Christine
A. Bruenn
Securities
Administrator
Reviewed
by:
Date: February 6, 2004 s/Bonnie E. Russell
Bonnie
E. Russell
Assistant
Securities Administrator
Presented
by:
Date: February 6, 2004 s/Michael W. Atleson
Michael
W. Atleson
Staff
Attorney