ADMINISTRATIVE PROCEEDING BEFORE THE SECURITIES COMMISSIONER OF MARYLAND IN THE MATTER OF: * The Greatest Virtual Office, LLC, * and * Sandra Kay Johnson, a.k.a. * Sandra Johnson Adaralegbe, * Respondents, * Case No. 2011-0218 * * * * * * * * * * * * * * CONSENT ORDER WHEREAS, the Securities Division of the Office of the Maryland Attorney General (the ASecurities Division@), initiated an investigation into the activities of The Greatest Virtual Office, LLC, and Sandra Kay Johnson, a.k.a. Sandra Johnson Adaralegbe (collectively ARespondents@) under the authority granted under the Maryland Business Opportunities Sales Act, MD. CODE ANN. BUS. REG. ' 14-101 et seq. (2010 Repl. Vol.) (the AMaryland Business Opportunity Act@); and WHEREAS, as a result of that investigation, on March 2, 2012, the Maryland Securities Commissioner (the ACommissioner@) issued an Order to Show Cause against Respondents ordering them to show cause why a final order should not be entered ordering Respondents to cease and desist from violating the anti-fraud, registration, and disclosure provisions of the Maryland Business Opportunity Act; and WHEREAS, Respondents notified the Securities Division that on May 12, 2011, Respondents Sandra Kay Johnson, a.k.a. Sandra Johnson Adaralegbe (AJohnson@) and her husband
had filed a petition for voluntary bankruptcy under Chapter 7 of the United States Bankruptcy Code; that on September 30, 2011, Johnson received a discharge of monetary obligations disclosed in the bankruptcy proceeding; and that on July 9, 2012, Johnson s bankruptcy proceeding was terminated; and WHEREAS, The Greatest Virtual Office, LLC ( Greatest Virtual Office ) ceased to do ongoing business in 2011; and WHEREAS, before the holding of a hearing in this matter, without trial or final adjudication of any issue of fact or law, and without Respondents admitting or denying any findings of fact or conclusions of law, the Commissioner and Respondents have reached an agreement to enter into this Consent Order; and WHEREAS, the Commissioner has determined that it is in the public interest to issue this Order; IT IS HEREBY AGREED AND THE COMMISSIONER ORDERS: I. JURISDICTION 1. The Commissioner has jurisdiction in this proceeding pursuant to ' 14-110 (a) of the Maryland Business Opportunity Act. 2. Respondents permanently waive the right to a hearing and appeal under the Business Opportunity Act and the rules and regulations promulgated thereunder with respect to this Consent Order. 3. If judicial intervention in this matter is sought by any party, Respondents consent to the jurisdiction of the Circuit Court for Baltimore City over any such proceeding and as to
themselves. II. PARTIES 4. Melanie Senter Lubin is the Securities Commissioner of Maryland. 5. Greatest Virtual Office was an Arizona limited liability company with a principal business address of 2601 North 3 rd Street, Suite 217, Phoenix, Arizona 85326. 6. Johnson is an individual with a last known address of 22868 West Hopi Street, Buckeye, Arizona 85326. III. FINDINGS OF FACT The Commissioner finds the following facts: 7. At all times relevant to the facts alleged in this Consent Order, Johnson was the 100% owner of Greatest Virtual Office. The Greatest Virtual Office Business Opportunity 8. On its Internet website and in telephone solicitations made on its behalf, Greatest Virtual Office marketed itself as offering a home-based business opportunity where affiliates could earn income selling products and discount travel services over the Internet. 9. Greatest Virtual Office=s business opportunity consisted of Internet websites, marketing and advertising services, including customer leads and additional training, that Greatest Virtual Office represented would allow buyers to earn commissions selling products and discounted travel packages. 10. On its Internet website (www.greatestvirtualoffice.com), Greatest Virtual Office represented that Ait is a practical, methodic, and systematic approach to making money using the -3-
latest technology and coaching systems that does 80% of all the work for you with income potential ranging from $1000 to $9000 and much higher weekly.@ The Sale to CG in Maryland 11. In July 2010, a resident of Baltimore County, Maryland (hereafter ACG@) received an unsolicited telephone call from an individual named Chris Madden (AMadden@) from Greatest Virtual Office, who represented that he had an incredible offer for her to earn money. 12. Madden told CG that she could get an Internet website linked to an online mall, a Agreen@ mall, and a travel site. 13. Madden told CG that she could sell products from any of over 50 stores linked to her website plus sell travel packages. Madden said that CG would then earn commissions on each sale made through her website. CG said she was interested. 14. On or about July 12, 2010, CG received a call from Javier Mendoza (AMendoza@), who described himself as her account manager from Greatest Virtual Office. 15. Mendoza suggested to CG that she should concentrate on selling travel packages. Mendoza told CG that if she bought three levels of travel packages to sell, she could earn $9,600 on one sale alone. 16. Mendoza explained that Greatest Virtual Office would send CG travel Abinders,@ containing travel coupons, discount information, a travel agent identification number, and vouchers to allow her to sell travel packages. 17. Mendoza asked CG to purchase her Greatest Virtual Office website for $300. CG agreed. 18. On that same day, July 12, 2010, Mendoza told CG her website needed advertising -4-
to increase sales of her travel packages. 19. CG then agreed to purchase nationwide newspaper ads for $1,500, and she gave Mendoza her credit card information for that purpose. 20. On July 13, 2010, Mendoza called CG back and offered to sell her a Greatest Virtual Office Level 1 director package for an additional sum of $2,000. Mendoza said that the Level 1 director package included leads and audio call blasts. He explained to CG that, as a director, she could earn $1,000 from one sale of travel services. CG agreed to pay Greatest Virtual Office an additional $2,000 to become a Level 1 director. 21. On or about July 23, 2010, Mendoza called CG and convinced her to upgrade her purchase to a Level 2 director package. Mendoza said the upgraded package included additional leads and audio blasts, plus 6,500 targeted visitors for an additional $4,000. CG agreed and paid Greatest Virtual Office a total of $4,000 by credit card on or about July 26, 2010. 22. On or about August 18, 2010 an individual named Brandi called CG and urged her to upgrade to a Level 3 director package. CG said that the only money she had was her daughter=s savings bond. Brandi told CG that, as a Level 3 Director, she could pay for all of her daughter=s college with the money she would earn. 23. On or about August 18, 2010 CG paid Greatest Virtual Office, by personal check, an additional $7,900 for a Level 3 director package. 24. On October 7, 2010, another woman from Greatest Virtual Office convinced CG to pay an additional $600 for an auto responder feature to promote the Greatest Virtual Office website. 25. Throughout the Summer and Fall of 2010, CG asked several Greatest Virtual -5-
Office representatives when she could expect to receive her Greatest Virtual Office travel binders. CG never received any travel binders. 26. During the Summer and Fall of 2010, CG purchased other materials or services related to her Greatest Virtual Office business opportunity for additional sums of money. 27. In total, CG paid $18,300 to Greatest Virtual Office for products and services related to her Greatest Virtual Office business opportunity. 28. CG never received any income from her Greatest Virtual Office business opportunity. IV. CONCLUSIONS OF LAW The Commissioner therefore concludes as a matter of law: 29. Respondents violated section 14-113 of the Maryland Business Opportunity Act by offering and selling a business opportunity in Maryland without the business opportunity being registered with the Commissioner. 30. Respondents violated section 14-114 of the Maryland Business Opportunity Act by offering and selling 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 pays any consideration towards the purchase of the business opportunity. 31. Respondents violated section 14-122 of the Maryland Business Opportunity Act by representing, in connection with the offer or sale of a business opportunity, 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. -6-
32. Respondents violated 14-121 of the Maryland Business Opportunity Act by obtaining hundreds of dollars for a business opportunity that Respondents represented would generate income, but the business opportunity did not generate the income that Respondents represented. V. REPRESENTATIONS BY RESPONDENTS 33. Respondents have ceased offering Greatest Virtual Office business opportunities, as defined under the Maryland Business Opportunity Act. 34. Respondents represent that Greatest Virtual Office sold a total of five business opportunities, as defined under the Maryland Business Opportunity Act, to the following Maryland residents (AMaryland Buyers@), who paid the following amounts in connection with their purchase of a Greatest Virtual Office business opportunity: a. CG, from Street, Maryland, paid a total of $18,300.00; b. NS, from Columbia, Maryland, paid a total of $895.00; c. SE, from Glen Burnie, Maryland, paid a total of $650.00; d. RH, from Baltimore, Maryland, paid a total of $700.00; and e. AB, from White Hall, Maryland, paid a total of $415.00. VI. SANCTIONS 35. Respondents consent, and it is hereby ORDERED that: (A) Respondents shall permanently cease and desist from offering or selling, in Maryland, any business opportunity as defined under the Maryland Business Opportunity Act; and that -7-
(B) (C) Respondents are permanently barred from offering and selling business opportunities in Maryland or to Maryland residents; and that This Consent Order is a discloseable order as described under '14-114 (c)(10) of the Maryland Business Opportunity Act. VII. CONSEQUENCES OF VIOLATION OF CONSENT ORDER 36. If any Respondent fails to comply with any term of this Consent Order, the Commissioner may proceed against that Respondent with full administrative and/or judicial proceedings to enforce this Consent Order, or to impose sanctions for violating an order of the Commissioner, and may take any other action authorized under the Maryland Business Opportunity Act or any other applicable law. Only for the purposes of determining any sanctions for violations of this Consent Order, the Statement of Facts and the violations of the Maryland Business Opportunity Act set forth above shall be deemed admitted by the Respondent and may be introduced into evidence against that Respondent. VIII. MODIFICATION OF TERMS OF THIS CONSENT ORDER 37. No term of this Consent Order may be modified or vacated except by a subsequent order issued by the Commissioner. -8-
IX. JURISDICTION RETAINED 38. Jurisdiction shall be retained by the Commissioner for the purpose of enabling any party to this Consent Order to apply for such further orders and directions as may be necessary or appropriate for the construction or enforcement of the Consent Order. IT IS SO ORDERED November 5, 2012 Commissioner s Signature is on File with Original Document MELANIE SENTER LUBIN SECURITIES COMMISSIONER BY CONSENT: THE GREATEST VIRTUAL OFFICE, INC. By: /S/, 2012 Sandra Kay Johnson, Managing Member /S/, 2012 Sandra Kay Johnson -9-