ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND. PARIS G. MILLS * Case No ORDER TO SHOW CAUSE

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1 ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND IN THE MATTER OF: * PARIS G. MILLS * Case No and * CREDIT SOLUTION AND FINANCIAL * SERVICES, INC. * Respondents. * * * * * * * * * * * * * ORDER TO SHOW CAUSE WHEREAS, the Maryland Securities Division (the Securities Division ), pursuant to the authority granted by Section of the Maryland Securities Act, Md. Code Ann., Corps. & Ass ns, Sections , et seq. (2007 Repl. Vol.) (the Securities Act ) instituted an investigation with regard to possible violations of the Securities Act by Paris G. Mills and his company, Credit Solution & Financial Services, Inc. ( CSFS ) (collectively, Respondents ), in connection with the offer and sale of securities; and WHEREAS, based on the information presented by the Securities Division, the Maryland Securities Commissioner (the Securities Commissioner ) has concluded that Respondents have engaged in acts or practices constituting violations of the Securities Act. NOW, THEREFORE, the Securities Commissioner hereby orders Respondents to show cause: why Respondents should not be barred permanently from engaging in the securities and investment advisory business in this State; why a monetary penalty of $5,000 per violation should 1

2 not be entered against Respondents; and why a final order should not be entered ordering Respondents to cease and desist from further violations of the registration and antifraud provisions of the Act. The Securities Commissioner alleges the following as a basis for this Order: I. RESPONDENTS 1. Respondent Paris G. Mills, a/k/a Gary Mills, with a social security number ending in 8459, at all times relevant to the facts contained in this Order owned and operated CSFS. CSFS s principal place of business was located 6495 New Hampshire Avenue, Suite 280, Hyattsville, MD Respondent Mills is not now registered, nor has he ever been registered in Maryland as a broker-dealer or broker-dealer agent, or investment adviser or investment adviser representative or issuer agent. See Ex. A, Affidavit of Kelvin M. Blake. See also Exhibit B, Affidavit of Joy- Sakamoto-Wengel. 3. Respondent CSFS is not now registered, nor has CSFS ever been registered in Maryland as broker-dealer or investment adviser. See Ex. A. 4. The Securities Division s records do not reflect any filing for securities registration, or any claim of exemption or status as federal-covered securities, for securities issued by Paris and/or Gary Mills or Credit Solution and Financial Services. See Ex. B. 2

3 II. STATEMENT OF FACTS 5. In late 2002, Respondents solicited Maryland resident Carole P. Taylor to invest in a Corporate Bond program. Ms. Taylor gave Respondents $10,000 in cash the accumulation of many years of saving to invest in the program. 6. Respondents told Ms. Taylor that her investment was guaranteed, and that her money would be placed in a tax-exempt account and any earnings will be paid on a tax exempt basis. She was further advised that she would receive account statements every 30 days. See Ex. C, a letter from Respondents to Ms. Taylor dated September 16, In July 2003, Respondents sent Ms. Taylor a letter dated July 3, 2003, advising that your corporate bond investment with us has made significant gains, and enclosing a check for st $800, which purportedly represented your 1 dividend payment on your corporate bonds [sic] investment account. See Ex. D, a letter from Respondents to Ms. Taylor dated July 3, In August 2004, Respondents sent Ms. Taylor a letter dated August 2, 2004, advising that your corporate bond investment with us has made significant gains, and enclosing a check for $1,000, which purportedly represented a dividend payment of $580 and a principal withdrawal of $420. See Ex. E, a letter from Respondents to Ms. Taylor dated August 2, In December 2006, Respondents sent Ms. Taylor a letter dated December 14, 2006, advising that your corporate bond investment with us has made significant gains. At that time, Respondents represented to Ms. Taylor that her bond investment was worth $10, See Ex. F, a letter from Respondents to Ms. Taylor dated December 14, The December 2006 correspondence from Respondents, Ex. F, stated that Ms. Taylor 3

4 was assessed a [p]enalty for early withdrawal of principal equal to $ in connection with the payment of $420 that was made to her in August To date, Respondents owe Ms. Taylor $8,200 in principal on her note. Despite numerous attempts, Ms. Taylor has been unable to reach Respondent to inquire on the status of her investment. 12. At the time Ms. Taylor made her investment with Respondents, Respondents did not provide Ms. Taylor with any disclosure documents. COUNT I (Offer and Sale of Unregistered, Nonexempt Securities Not Federal-Covered ) WHEREAS, Section of the Act makes it unlawful for any person to offer or sell a security in this State unless the security is registered or exempt from registration under Subtitles 5 and 6 of the Act, or a federal covered security; and WHEREAS, notes and bonds and investment contracts constitute securities pursuant to Section (r) of the Act; and WHEREAS, guarantees of a security represent the offer and sale of a security pursuant to Section (r) of the Act; and resident; and WHEREAS, Respondents offered and securities investments to at least one Maryland WHEREAS, the files of the Securities Division reflect that the securities offering described above is not registered in Maryland, nor was any claim of securities exemption or 4

5 qualification as a federal-covered security made with respect to that offering of securities as required by Section of the Act. ACCORDINGLY, IT IS HEREBY ORDERED, pursuant to Section of the Act, that Respondents show cause why a final order should not be issued against them that orders Respondents to cease and desist from engaging in the offer and sale of securities in violation of Section of the Act, permanently bars Respondents from engaging in the securities and investment advisory business in this State, and assesses each Respondent a statutory penalty of $5,000 per violation. COUNT II (Violation of Securities Antifraud Provision - Section ) WHEREAS, Section of the Act makes it unlawful for any person, in connection with the offer, sale or purchase of any security, directly or indirectly to: (1) employ any device, scheme or artifice to defraud; (2) make any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; or (3) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit on any person; and WHEREAS, Respondents offered and sold securities in Maryland without full disclosure to the investor that those investments were not registered or exempt from securities registration in Maryland; and WHEREAS, Respondents offered and sold securities in Maryland pursuant to false representations that the investments were guaranteed and tax-exempt; and 5

6 WHEREAS, Respondents offered and sold securities in Maryland without disclosing to the investor that the persons selling that investment were not registered with the Securities Division as required; and WHEREAS, Respondents failed to apprise the investor of the risks relating to the investment; and WHEREAS, it appears to the Securities Commissioner that Respondents, in connection with the offer and sale of securities, violated Sections (1), (2), and (3) of the Act by employing a device, scheme and artifice to defraud, by making untrue statements of material fact, by omitting to state material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading, and by engaging in acts, practices, and a course of business that operated as a fraud on investors. ACCORDINGLY, IT IS HEREBY ORDERED, pursuant to Section of the Act, that Respondents show cause why a final order should not be issued against them that orders Respondents to cease and desist from engaging in the offer and sale of securities in violation of Section of the Act, permanently bars Respondents from engaging in the securities and investment advisory business in this State, and assesses each Respondent a statutory penalty of $5,000 per violation. COUNT III (Broker-Dealer/Agent Registration Violation Section Respondent Mills) WHEREAS, Section of the Securities Act makes it unlawful for any person to transact business in the offer and sale of securities in this State as a broker-dealer or agent unless 6

7 that person is registered as a broker-dealer or agent; and WHEREAS, the Securities Act defines broker-dealer to mean a person engaged in the business of effecting transactions in securities for the account of others or for his own account; and WHEREAS, the Securities Act defines agent to mean an individual other than a brokerdealer who represents a broker-dealer or issuer in effecting or attempting to effect the purchase or sale of securities; and WHEREAS, Respondent Mills has transacted business as a broker-dealer or agent in this State by effecting securities transactions while Respondent Mills was not registered with the Securities Division as a broker-dealer or agent, in violation of Section of the Securities Act. NOW, THEREFORE, IT IS HEREBY ORDERED that Respondent Mills cease and desist from acting as an unregistered broker-dealer or agent, pending a hearing in this matter or until such time as the Securities Commissioner modifies or rescinds this Order. Willful violation of this Order could result in criminal penalties under Section of the Securities Act; and it is further ORDERED that Respondent Mills show cause why a final order should not be issued him that orders that Respondent to cease and desist from further violation of Section 's broker-dealer/agent registration provisions, assesses that Respondent the statutory penalty of $5,000 per violation of Section 's broker-dealer/agent registration provisions, permanently bars that Respondent from the securities and investment advisory business in Maryland and orders any other sanction or combination of sanctions against that Respondent as permitted under 7

8 Section REQUIREMENT OF ANSWER IT IS FURTHER ORDERED, pursuant to Section of the Securities Act and COMAR , that each Respondent shall file with the Securities Commissioner a written Answer to this Summary Order within 15 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. A respondent without knowledge or information sufficient to form a belief as to the truth of an allegation shall so state. The Answer also shall indicate whether the Respondent requests a hearing. A hearing will be scheduled in this matter if one is requested in writing. A respondent s failure to file a written request for a hearing in this matter shall be deemed a waiver by that respondent of the right to such a hearing. DATE OF THIS ORDER: SO ORDERED: September 26, 2008 Commissioner s Signatures is on file with Original Document Melanie Senter Lubin Securities Commissioner 8