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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.
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
Date: December 1, 2003 s/Christine A. Bruenn
Christine A. Bruenn
Date: December 1, 2003 s/Bonnie E. Russell
Bonnie E. Russell
Assistant Securities Administrator
Date: December 1, 2003 s/Michael W. Atleson
Michael W. Atleson