ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND * * * * * * * * * * * * * * ORDER TO SHOW CAUSE

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1 ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND IN THE MATTER OF: * BES ENTERPRISES, LLC, * d.b.a. FRANKLIN FINANCIAL, a.k.a. FRANKLIN FINANCIAL SOLUTIONS, * a.k.a. FRANKLIN FINANCIAL MARKETING, a.k.a. FRANKLIN MARKETING * Case No and * BLAINE SCRIBNER, * Respondents * * * * * * * * * * * * * * * ORDER TO SHOW CAUSE WHEREAS, the Securities Division of the Office of the Maryland Attorney General (the Securities Division ), initiated an investigation into the activities of BES Enterprises, LLC and Blaine Scribner (collectively Respondents ) under the authority granted under the Maryland Business Opportunities Sales Act, MD. CODE ANN. BUS. REG et seq. (2010 Repl. Vol. and Supp. 2012) (the Maryland Business Opportunity Act ); and WHEREAS, as a result of that investigation, the Maryland Securities Commissioner (the Commissioner ) finds grounds to allege that Respondents violated the anti-fraud, registration, and disclosure provisions of the Maryland Business Opportunity Act in relation to offers and sales of Internet-based business opportunities in Maryland; NOW, THEREFORE, the Commissioner orders Respondents to show cause why a final order should not be entered ordering them to cease and desist from violating the anti-fraud, registration,

2 and disclosure provisions of the Maryland Business Opportunity Act and permanently barring each of them from engaging in the offer and sale of business opportunities in Maryland. I. JURISDICTION 1. The Commissioner has jurisdiction in this proceeding pursuant to (a) of the Maryland Business Opportunity Act. II. STATEMENT OF FACTS A. Respondents 2. BES Enterprises, LLC ( BES Enterprises ), is a Wyoming limited liability company with a principal office address of 401 Rampart Drive, Rock Springs, Wyoming BES Enterprises was incorporated in Wyoming on October 6, Prior to October 2011, BES Enterprises was a Nevada limited liability company. 5. BES Enterprises does business primarily from Arizona under the trade names Franklin Financial, Franklin Financial Solutions, Franklin Financial Marketing, and Franklin Marketing ( collectively Franklin Financial ). 6. Blaine Scribner ( Scribner ) was, at all times relevant to this action, the owner of BES Enterprises. 7. BES Enterprises is a trade name registered with the Arizona Secretary of State and owned by Scribner. 8. Scribner previously was managing member of BES Enterprises, LLC, the Nevada limited liability company, which was dissolved in October

3 9. BES Enterprises and Franklin Financial both received mail at the same business address, a private mail box at a UPS Store located at Suite 110, West Bell Road, Surprise, Arizona B. The Franklin Financial Business Opportunity 10. Respondents marketed the Franklin Financial business opportunity throughout the US, including in Maryland. 11. Franklin Financial s business opportunity purported to offer individuals the opportunity to earn immediate income, as well as residual income, from operating their own Internet websites, which Respondents represented would generate commissions for the website owners. 12. Respondents represented that buyers would earn income from commissions on the sale and use of credit card terminals for businesses, which is known as merchant processing. 13. Respondents used a complex web of names, affiliated entities, independent sales representatives, and a variety of sales techniques, to market the Franklin Financial business opportunity, often to senior citizens. 14. Respondents used telemarketers to cold call prospective buyers to convince them to purchase the Franklin Financial business opportunity. 15. The first calls that potential buyers received from Respondents sales representatives were to convince them to purchase an Internet website, generally for a fee of between $99-$ In some cases, Respondents contracted with a telemarketing firm for telemarketers to call prospects at home to offer them the Franklin Financial business opportunity. 17. Sales representatives and agents working for Respondents told prospective buyers that they could invest in a unique business opportunity that would allow them to earn $1,000-$2,000 a 3

4 month in return for working 2-3 hours a week. 18. Only days after buyers agreed to purchase an Internet website, Respondents sales representatives contacted those buyers to convince them that, in order to succeed in their Franklin Financial business opportunity, the buyers also must purchase business leads or advertising to generate business by gaining customers who would pay for credit card processing equipment. 19. In some cases, Respondents sales representatives who contacted buyers to purchase business leads or advertising referred to themselves as the buyers mentor or coach. 20. Respondents, or entities affiliated with or referred by Respondents, sold packages of business leads or advertising to buyers of Respondents websites for additional fees of several thousands of dollars. C. The Sale to TW 21. On or around January 18, 2012, TW, a 93 year old resident of Ocean Pines, Maryland, received an unsolicited telephone call from an individual claiming to be from Franklin Financial Solutions (the FFS Caller ). The FFS Caller stated he had an opportunity for TW to earn income from home. 22. The FFS caller explained that TW would make money by signing up small business leads for financial services through a website. The FFS Caller told TW that he would have to pay $300 up front for the website, but that TW would soon be earning commissions from his Franklin Financial business opportunity. 23. The FFS Caller also told TW that Franklin Financial would assign him a mentor to help set up and operate his business opportunity website. 24. TW gave the FFS Caller his credit card number and authorized a $300 purchase 4

5 for a financial website. When TW received his following month s credit card statement, he discovered that, on January 19, 2012, his Discover credit card was charged $300, which was paid to Cash Flow Capital of Phoenix, Arizona. TW also learned that on January 20, 2012, an additional $24.99 was charged from his credit card and paid to Franklin Host of Surprise, Arizona. 25. Sometime after TW received the initial call from the FFS Caller, he received a telephone call from an individual who identified himself as Chris Johnson ( Johnson ), the mentor assigned to TW by Franklin Financial Solutions to help set up TW s business opportunity. Johnson told TW that he needed to purchase advertising for his website business opportunity in order to earn income. 26. On or around January 24, 2012, TW received a package of information in the mail from Franklin Financial Solutions welcoming him. The welcome package stated, among other things, Your financial website is built and ready for access immediately, and An orientation specialist will be in contact with you within the next 48 hours. 27. The documents delivered to TW s home on or around January 24, 2012 also stated, among other things: You have just purchased a home based business that allows you to generate upfront income as well as residual income from the comfort of your home. You will be given a website that allows us to pitch and close all of the products we offer to business owners and individuals, with merchant processing being our main focus. Customer service will be walking you through your website so that you can access all the materials in your back office. You will be assigned a coach that will help you get started and put you on the fast track to working your business. You won t need a computer or have to go from business to business. You [sic] Coach will be calling you within 3-5 business days 5

6 to get you started. We have ways to promote the business that fits [sic] every budget. You may also choose to send us qualified leads yourself. * * * Our program is based on processing credit cards from businesses known as merchant processing. Every business needs to take credit cards. You can earn commissions every time your client processes a credit card! Imagine having 5, 50, or 100 businesses all processing credit cards daily. All those companies under your business, while you [sic] earning the commissions each and every month. It s life changing for many of our representatives. * * * Franklin Financial Solutions stand behind our program with a money-back guarantee, giving the client the confidence that they are investing in a cost-conscious and effective marketing program without risk. * * * The Franklin Financial Solutions program is designed so you can work independently and earn a substantial income. Follow [sic] our simple program, your first year s earnings could be as much as $100,000. The second year, over $200,000, and your third year, without any additional accounts, could generate a residual income of $200,000 plus! It s more than a possibility, it s math... the more accounts we close for you, the more you make! How much can Affiliates earn? * * * Affiliates earn income by successfully referring individuals or businesses to Franklin Financial Solutions business website and services. We offer solutions for many business and individual needs. When you refer a client who enrolls into any program, you earn an initial referral commission of [sic] minimum of $50.00 and as high as $10,000, depending on the service your client enrolled in On or around January 24, 2012, the same day TW received the package from Franklin Financial Solutions, he received a telephone call from an individual who identified himself as Peter Goldman ( Goldman ) from Franklin Financial Solutions. 29. Goldman asked TW how many credit cards he had, and TW eventually gave Goldman 6

7 the account numbers from his Discover Card, Master Card, and a third card that was not used. 30. TW later learned that, on or after January 24, 2012, a total of $20,000 in charges were placed on his credits cards payable to Franklin Mrkt of Surprise, Arizona, consisting of $12,000 placed on TW s Discover Card and $8,000 on his Master Card. 31. When TW complained to Franklin Financial Solutions about the charges made on his credit cards, the company noted that it had in its possession a signed invoice authorizing the charges. The invoice indicates that TW agreed to purchase 5 separate packages of business leads from Franklin Financial for a total of $20,000, payable on two separate cards. The invoice listed an address for Franklin Financial in Cheyenne, Wyoming. 32. The signature on the January 24, 2012 invoice from Franklin Financial is not TW s signature, and TW did not affix his initials to that invoice. 33. TW has outstanding credit card charges totaling $20, as a result of his purchase of the Franklin Financial business opportunity. These charges consist of the following: $300 paid to Cash Flow Capital ; $24.99 paid to Franklin Host ; and $20,000 paid to Franklin Mrkt. 34. TW has not made any money from his Franklin Financial business opportunity. TW did not receive any information from the company advising him how to set up or access any account. 35. TW and his daughter, who has his power of attorney, have made repeated attempts to obtain a refund of TW s investment, but the company has refused to return any money. 36. On February, 4, 2012, TW s daughter mailed a letter to Franklin Financial at the Wyoming address listed on the Franklin Financial invoice, and she requested cancellation of all transactions and a refund of TW s money. The letter was delivered on February 9, 2012, but the next week the unopened letter was returned with a notation R.T.S. NOT HERE ANY MORE. PLEASE 7

8 DON T SEND BACK. 37. The FFS Caller who initially contacted TW was a telemarketer with Cash Flow Capital. In addition to receiving funds from TW s purchase of a Franklin Financial website, Cash Flow Capital also received a commission on Franklin Financial s sale of marketing leads to buyers of the Franklin Financial business opportunity. 38. Cash Flow Capital s commission was equal to 30% of the fees that Franklin Financial received from the sale of marketing leads to buyers that Cash Flow Capital referred to Franklin Financial. D. The Sale to LEW 39. On or around November 18, 2011, LEW, a 96 year old resident of Montgomery County, Maryland, received an unsolicited telephone call from someone who identified himself as a representative of Franklin Financial Solutions. The caller stated he had an opportunity for LEW to earn money by signing up small business leads for financial services through a website. 40. On November 18, 2011, LEW agreed to purchase a financial website from Franklin Financial Solution. On that date LEW signed an invoice agreeing to pay Franklin Financial of Cheyenne, Wyoming $250 for a financial website and a monthly web maintenance and hosting fee of $ LEW s next contact with Franklin Financial was on or around January 11, LEW received a telephone solicitation from an individual who said he was calling from Easy Street Merchants and that he was working with Franklin Financial to assist LEW with his financial website. That caller convinced LEW to purchase marketing business leads, a DVD, and guaranteed accounts in order to promote LEW s previously purchased financial website. -8-

9 42. On January 11, 2011, LEW received an invoice in the mail from Franklin Financial, which he signed. The invoice stated that LEW had agreed to pay Easy Street Merchants of Las Vegas, Nevada $4,000 for business leads, a DVD and guaranteed accounts. 43. LEW s credit card was charged at least $2,000 for the purchase from Easy Street Merchants in addition to the charges paid to Franklin Financial for a website and the web maintenance and hosting fee. 44. Easy Street Merchants is a trade name used by MS Marketing, LLC, ( MS Marketing ), a Wyoming limited liability company with a mailing address of 401 Rampart Drive, Rock Springs, Wyoming That address is the same address as BES Enterprises. 45. MS Marketing was, prior to December 2011, a Nevada limited liability company and was formerly known as MS Enterprises, LLC ( MS Enterprises ). MS Enterprises received mail at a private mail box that MS Enterprises shared with BES Enterprises. 46. LEW has not made any money from his Franklin Financial business opportunity. E. The Sale to DT in Maryland 47. On or around January 23, 2012, DT, an 85 year old resident of Baltimore County, Maryland, received an unsolicited telephone call from an individual claiming to be from Franklin Financial Solutions. The caller stated he had an opportunity for DT to earn income from home. 48. When DT asked the caller how he got his name and number, the caller said that he got DT s contact information from a credit reporting agency, which identified DT as a person with excellent credit. 49. The caller explained that DT would make money by purchasing a website that -9-

10 would allow DT to profit from a business opportunity involving credit card processing equipment. The caller said that DT would be compensated by Franklin Financial as an affiliate. 50. On January 23, 2012, DT agreed to pay Franklin Financial $495 for a website, plus $24.00 a month as an Internet hosting fee. DT gave the caller his credit card information and authorized those charges. 51. DT s credit card statement reflect that on January 23, 2012, charges of $495 were paid to Cash Flow Capital, and charges of $24.99 were paid to Franklin Host. 52. On or about January 30, 2012, DT received a telephone call from an individual who identified himself as Shawn Anderson from Franklin Financial. 53. Anderson told DT that he could earn from the Franklin Financial business opportunity up to $5,000 in one month, $60,000 in days, and then $700 per month in 3-5 years. 54. On or around February 2, 2012, an individual who identified himself as DT s business coach from Franklin Financial contacted DT by telephone and told DT that he needed to invest in a marketing campaign in order to earn money. 55. On February 2, 2012, another individual who represented himself as a Franklin Financial representative called DT at home and urged him to buy a marketing campaign. On that date, DT agreed to pay for a marketing campaign consisting of 850 leads, which the caller described as individuals whom Franklin Financial would contact on DT s behalf as potential sources of business. 56. On February 2, 2012, DT signed an invoice authorizing a total of $8,500 to be -10-

11 paid to Franklin Financial of Cheyenne, Wyoming for DT s marketing campaign. The Invoice reflects that the $8,500 purchase price was to be paid as follows: $5,300 on DT s Master Card; and $3,200 on his Visa. 57. In March, 2012, after earning no income from his Franklin Financial business opportunity, DT disputed the charges paid to Franklin Financial from his Master Card and his Visa credit cards. 58. In response to DT s dispute of charges to his Master Card, Bank of America acknowledged that $5,300 in charges were paid from DT s Master Card to Franklin Mrkt. 59. In response to DT s dispute of charges to his Visa, Franklin Financial s Dispute Resolution Department represented to Visa that DT had paid for a marketing campaign Cardholder purchased to promote and advertise the website he has with us. Franklin Financial also acknowledged that Cardholder was contacted by one of our coaches who explained different marketing options available to him. Franklin Financial stated that the marketing purchases were voluntary, and that Franklin Financial had fulfilled its obligations to DT. 60. Franklin Financial also represented to Visa that DT s advertising campaign consisted of 850 business leads and that Franklin Financial uploaded those business leads into DT s website. 61. DT was not successful in disputing the charges made to Franklin Financial on DT s Visa or his Mastercard 62. Franklin Financial s marketing campaign for DT consisted of sending an advertisement to individual recipients at a cost to DT of $10 per each sent. 63. DT never earned any income from his Franklin Financial business opportunity.

12 F. Requirements of the Maryland Business Opportunity Act 64. Respondents sales to TW, LEW, and DT represent the sale of a business opportunity as defined under Section of the Maryland Business Opportunity Act. 65. Respondents have never registered with the Securities Division to offer and sell business opportunities in Maryland under the Maryland Business Opportunity Act. 66. Respondents did not give TW, LEW or DT a business opportunity disclosure statement required under the Maryland Business Opportunity Act at least 10 full business days before the Maryland buyer executed a contract or paid any consideration in connection with the purchase of a business opportunity. COUNT ONE (Violation of Registration Provision) WHEREAS, section of the Maryland Business Opportunity Act makes it unlawful for any person to offer or sell a business opportunity in Maryland unless the business opportunity is registered with the Commissioner; and WHEREAS, Respondents offered and sold at least one business opportunity in Maryland without registering the business opportunity with the Commissioner; NOW, THEREFORE, IT IS HEREBY ORDERED, pursuant to section (a) of the Maryland Business Opportunity Act, that each Respondent show cause why that Respondent should not be ordered to permanently cease and desist from the offer and sale of business opportunities in violation of the registration provisions of the Maryland Business Opportunity Act, and be permanently barred from engaging in the offer or sale of business opportunities in or from Maryland. -12-

13 COUNT TWO (Violation of Disclosure Provisions) WHEREAS, section of the Maryland Business opportunity Act makes it unlawful for any person to offer or sell a business opportunity in Maryland without first giving a prospective buyer a copy of a disclosure document at least 10 full business days before the buyer executes an agreement or pay any consideration towards the purchase of the business opportunity; and WHEREAS, section of the Maryland Business Opportunity Act defines the information that must be included in the disclosure document required to be given to prospective buyers; and WHEREAS, Respondents offered and sold a business opportunity in Maryland without giving a prospective Maryland buyer a copy of the disclosure document required under the Maryland Business Opportunity Act; NOW, THEREFORE, IT IS HEREBY ORDERED, pursuant to section (a) of the Maryland Business Opportunity Act, that each Respondent show cause why that Respondent should not be ordered to permanently cease and desist from the offer and sale of business opportunities in violation of the disclosure provisions of the Maryland Business Opportunity Act, and be permanently barred from engaging in the offer or sale of business opportunities in or from Maryland. COUNT THREE (Fraud) WHEREAS, section of the Maryland Business Opportunity Act prohibits any person, in connection with the offer or sale of a business opportunity, from engaging in any act, practice or course of business or employ any device, scheme or artifice to defraud that operates or would operate as a fraud or deceit on another person; and -13-

14 WHEREAS, Respondents engaged in acts, practices and courses of business to defraud a prospective Maryland buyer by obtaining thousands of dollars for a business opportunity that Respondents represented would generate significant income, but the business opportunity did not and could not, generate any income, let alone the income Respondents represented; and WHEREAS, Respondents represented to prospective buyers that Respondents offered a money-back guarantee and that the buyers would be investing in a cost-conscious and effective marketing program without risk, but Respondents did not honor requests for refunds, and the Respondents business opportunity was, in fact, very risky; NOW, THEREFORE, IT IS HEREBY ORDERED, pursuant to section (a) of the Maryland Business Opportunity Act, that Respondents show cause why they should not be ordered to permanently cease and desist from the offer and sale of business opportunities in violation of the antifraud provisions of the Maryland Business Opportunity Act, and be permanently barred from engaging in the offer or sale of business opportunities in or from Maryland. COUNT FOUR (Misrepresentation of income or earnings potential) WHEREAS, section of the Maryland Business Opportunity Act prohibits any person, in connection with the offer or sale of a business opportunity, from representing that the business opportunity provides income or earning potential of any kind unless: (1) the seller has documentation to substantiate the representation; and (2) the person discloses the documentation to the prospective buyer when the representation is made; and WHEREAS, Respondents made misrepresentations to a Maryland buyer that the Franklin Financial Solutions business opportunity provides a specific income or earning potential, but -14-

15 Respondents did not give the prospective Maryland buyer documentation to substantiate that representation when the representation was made; NOW, THEREFORE, IT IS HEREBY ORDERED, pursuant to section (a) of the Maryland Business Opportunity Act, that Respondents show cause why they should not be ordered to permanently cease and desist from the offer and sale of business opportunities in violation of the antifraud provisions of the Maryland Business Opportunity Act, and be permanently barred from engaging in the offer or sale of business opportunities in or from Maryland. REQUIREMENT OF ANSWER AND NOTICE OF OPPORTUNITY FOR HEARING IT IS FURTHER ORDERED, pursuant to COMAR , that Respondents shall file with the Commissioner a written Answer to this Order within fifteen days of service of the Order. The Answer shall admit or deny each factual allegation in the Order and shall set forth affirmative defenses, if any. If a Respondent is without knowledge or information sufficient to form a belief as to the truth of an allegation, that Respondent shall so state. The Answer also shall indicate whether a Respondent requests a hearing. A hearing will be scheduled in this matter if one is requested in writing within fifteen days of receipt of this Order. Failure by a Respondent to file a timely written request for a hearing in this matter shall be deemed a waiver by Respondent of the right to such a hearing. Failure by any Respondent to file an Answer or a request for a hearing shall result in entry of a final order: (a) directing that Respondent to permanently cease and desist from violation of the Maryland Business Opportunity Act; and -15-

16 (b) permanently barring that Respondent from engaging in the offer or sale of business opportunities in Maryland. SO ORDERED: Dated:, 2012 Commissioner s Signature is on File with Original Document MELANIE SENTER LUBIN SECURITIES COMMISSIONER -16-

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