State of Missouri
Office of Secretary of State

Case No. AP-07-46

IN THE MATTER OF:

INTEGRITY SOLUTIONS FINANCIAL
SERVICES, LLC;
INTEGRITY SOLUTIONS TAX
CONSULTANTS, INC.;
EVERETT BIAS a/k/a
EVERETT SANCHEZ BIAS;
JOHN CAMPBELL a/k/a JOHN CAMPBELL-BEY;
and PETER HALL,

Respondents.

Serve   Integrity Solutions Financial Services, LLC;
            Integrity Solutions Tax Consultants, Inc., and
            Everett Bias a/k/a Everett Sanchez Bias, at:

 11645 South Walnut Street
 Olathe, Kansas 66061-8302

Serve   John Campbell a/k/a/ John Campbell-Bey at:
            2901 W. Coast Highway, Suite 200
            Newport Beach, California 92633

Serve   Peter Hall at:
            318 W. 90th Street Apt. 3
            New York, New York 10024-1618

ORDER TO CEASE AND DESIST AND ORDER TO SHOW CAUSE WHY CIVIL PENALTIES AND COSTS SHOULD NOT BE IMPOSED

On August 22, 2007, the Enforcement Section of the Securities Division (the “Division”) of the Office of Secretary of State, through its Deputy Chief Counsel, Katie D. Whitman, submitted a Petition For Order to Cease and Desist and Order to Show Cause Why Civil Penalties and Costs Should not be Imposed.  After reviewing the petition, the Commissioner issues the following findings of fact, conclusions of law and order:

I.  FINDINGS OF FACT

A.  Respondents and Other Related Parties

  1. Integrity Solutions Financial Services, LLC (“Integrity Solutions”) is a Kansas limited liability company whose registered agent is Everett Bias, a/k/a Everett Sanchez Bias (“Bias”).  The Kansas Secretary of State’s website shows that Integrity Solutions has forfeited its LLC status for failing to file a timely annual report.[1]  Integrity had, at all times relevant to this order, a business address of 7451 Switzer, Merriam, Kansas 66203.

  2. Integrity Solutions Tax Consultants, Inc. (“Integrity Tax”), is a Kansas limited liability company whose registered agent is Bias.  The Kansas Secretary of State’s website shows Integrity Tax is active and in good standing.[2]  Integrity had, at all times relevant to this order, a business address of 7451 Switzer, Merriam, Kansas 66203.

  3. Bias is the registered agent and purports to be the owner of Integrity Solutions and Integrity Tax.  Bias’ last known address is 11645 South Walnut Street, Olathe, Kansas 66061-8302.

  4. John Campbell a/k/a John Campbell-Bey (“Campbell”), is purportedly the owner of Diversified Financial Team (“Diversified”).  Bias purportedly forwarded the funds invested in the joint venture agreement (“JVA”) that is the subject of this petition, to Campbell to be invested.  Campbell’s last known address was 2901 W. Coast Hwy, Suite 200, Newport Beach, California 92633.

  5. Peter Hall (“Hall”) is purported to be the administrator of the JVA which Bias purportedly sold and which is the subject of this petition.  According to Bias, Campbell was to work with Hall in furthering the JVA that is the subject of this petition. 

  6. As used herein, the term “Respondents” refers to Integrity Solutions, Integrity Tax, Bias, Campbell and Hall.

  7. B. Missouri Resident 1

  8. In or around late summer 2006, a Missouri Resident (“MR1”) contacted a Kansas City television station that sponsored a consumer protection program entitled “Call for Action.”  During the television news report MR1 and the news reporter stated, in part, that:

    1. Bias was no longer doing business at the Integrity Solutions business location;

    2. MR1 had invested five thousand dollars ($5,000) in a joint venture with Bias and had not received any of the promised forty (40) weekly one thousand dollar ($1,000) payments or a return of MR1’s five thousand dollar ($5,000) investment;   

    3. MR1 received several letters and emails from Bias stating that the interest payments were due to arrive in the near future, when in fact, the investment never resulted in any return;

    4. Bias told a reporter that the reason he closed the doors of his business was because he was downsizing;

    5. Bias claimed to be a man of integrity and a religious person;

    6. Records indicated that Bias owed twenty-five thousand dollars ($25,000) in back rent to a landlord;

    7. Bias filed for bankruptcy in January 2005 and started the joint venture program with investors in the fall of 2005; and

    8. Bias was delinquent in his bankruptcy payments.

  9. Information provided by the station led the Division to investigate the allegations that MR1 made to the television station. 

  10. In August 2005, MR1 met with Bias at Bias’ place of business.  During this visit Bias told MR1, among other things, that:

    1. Bias had a “risk-free” investment from which MR1 would benefit;

    2. Bias had lined up several investors, including MR1, to invest in a joint venture;

    3. The joint venture would be between Integrity Tax and MR1;

    4. The investment would be in held in a private bank account held by Integrity Tax where the money would be secure;

    5. MR1 would receive weekly payments of 20% interest on the principal amount invested; and 

    6. MR1’s principal would be returned to MR1 after MR1 received an agreed upon 40 consecutive weekly payments.

  11. On September 19, 2005, MR1 gave Bias a personal check for five thousand dollars ($5,000) made payable to Integrity Solutions.

  12. On October 1, 2005, Bias sent MR1 an “Update” memo that stated, in part, that:

    payouts would begin “in about seventeen days,” and “In the meantime, we are now in the process of putting together a hopeful November JVA.  If you are interest in this program, you will need to begin to act now . . . .”

  13. On October 13, 2005, MR1 signed an “Amended Joint Venture Agreement” which stated, in part, the following:

  14. This Joint Venture Agreement (hereinafter ‘Agreement’) is entered into on October 13, 2005, by and between Integrity Solutions Tax Consultants, INC Kansas Corporation (hereinafter ‘Company’), having its principal place of office at 7451 Switzer suite 100, Merriam, Kansas 66203 and MR1, a Joint Venture Partner (hereinafter ‘Partner’) located at (MR1’s address).

    Accordingly the parties agree as follows:

    1. AMOUNT OF AGREEMENT.  Partner agrees to deposit the principal sum of Five Thousand Dollars ($5,000) into private account held by Company in accordance to the terms and conditions ser forth herein.           

    2. PERIOD OF AGREEMENT.  Company shall monitor account for a period of up to forty (40) consecutive weeks.  Partner shall allow approximately two (2) weeks, from the date hereof, before the Five Thousand Dollars ($5,000) is entered into trade . . . .

    3. TERMS OF JOINT VENTURE AGREEMENT.  It is hereby agreed Company shall maintain principal for a minimum of forty (40) consecutive weeks beginning on the date hereof, so long as JVA remains solid as based on Company’s historical trend.

    4. The weekly interest payment will be 20% on the principal amount of the agreement and will be paid out on a weekly basis to partner. It is agreed that partner will be paid on a weekly basis ($1,000.00) for the duration of the agreement.  This amount will be wired to partner on a weekly basis at the account information specified by partner.

    5. Company shall hold in escrow or trading account any and all balances that have accrued interest on a weekly basis, and disburse said funds to Partner on a weekly basis as long as Company is utilizing the principal.

    6. Company will hold all rights to the trading account, and will not be subject to a margin call, nor will any other individual or company have the right or privileges to write any checks or sign any documents on the behalf of the Company unless express permission is given by Everett Bias due to illness or death . . . .

    The JVA was signed by Bias and MR1 and dated October 13, 2005.

  15. On November 1, 2005, Bias sent MR1 a memo that stated, in part, the following:
  16. MR1’s funds were “indeed fine,” and “Again your funds are perfectly safe . . . .”

  17. On November 22, 2005, Bias sent MR1 a memo that stated, in part, the following:

    1. “Please bare with us as we are trying to close out both the first and second trade.”

    2. “Integrity Solutions is awaiting funds from the trades it does with Bank Guarantees (BG’s) and Medium Term Notes (MTN’s) that it does with buyers and sellers directs for major banks throughout the world.  If we receive those funds before the funds from the trades that we have in place with each of you, we will began to facilitate funds back to you . . .  I am eager to arrest this situations so that we can get on the payout schedules that we all agreed on.” 

  18. On January 5, 2006, Bias sent MR1 a memo that stated, in part, the following:

    “On 01/04/06 the Administrator of the JVA contacted me with an update . . . .  It appears that the JVA is in the process of preparing to pay this week for some areas of the country and next week for others . . . .”

  19. On January 12, 2006, Bias sent MR1 a memo that stated, in part, the following:

    “. . . the funds should be released to JVA partners the week of the 10th and latest by the 18th of January . . . .”

  20. On March 24, 2006, Bias sent MR1 a memo that stated, in part, the following:
  21. “There is not a lot to report at this point . . . .  Again, continue to stay focus and I soon as we are notified of the receipt of the funds we will began the distribution to your accounts . . . .”

  22. On April 20, 2006, Bias sent MR1 a memo that stated in part, the following:
  23. “We are told that things are still on target as of Monday 04/17/06 . . . .  We are still being told that the pay out is still targeted for this month, but the Administrator could not give an exact date as that is only known the actual trader . . . .”

  24. On August 11, 2006, Bias sent MR1 a memo that stated, in part, the following:
  25. “Let me say this, JVA and Private Banking is very real and alive.  The JVA is delayed, so what.  We need to get over this hurdle so that I can move forward without the constant disruption from the few that seek to excite the crowd.”

  26. To date, MR1 has not received any return of MR1’s principal or interest on MR1’s investment.

  27. C. Missouri Resident 2

  28. In or around early summer 2005, a Missouri resident (“MR2”) began employment with Bias.  During late summer 2005, Bias told MR2, among other things, that:

    1. Bias had an investment that was a “sure thing” with no risk;

    2. The investment was in an overseas trading venture;

    3. The investment money would be used to fund a humanitarian effort such as building roads in a country affected by war;

    4. The investment was legal;

    5. The investment, a joint venture, would be between MR2 and Integrity Tax; and

    6. Investors would get anywhere between a 25% to 40% percent return depending on the amount of the investment.

  29. On or around September 22, 2005, MR2 withdrew sixty-eight thousand dollars ($68,000) from MR2’s retirement account and wired this money to Bias’ bank account to be invested in Bias’ JVA. Bias signed the JVA which stated, in part:
  30. This Joint Venture Agreement (herinafter ‘Agreement’) is entered into on September 8, 2005, by and between Integrity Solutions Tax Consultants, Inc. a Kansas Corporation (hereinafter ‘Company’), having its principal place of office at 7451 Switzer suite 100, Merriam, Kansas 66203, and MR2, a Joint Venture Partner hereinafter ‘Partner’) located at (MR2’s address given).

    Accordingly the parties agree as follows:

    1. AMOUNT OF INVESTMENT.  Partner agrees to deposit the principal sum of Sixty-Eight Thousand Dollars ($68,000) into private account held by Company in accordance to the terms and conditions set forth herein.

    2. PERIOD OF INVESTMENT.  Company shall monitor account for a period of up to forty (40) consecutive weeks.  Partner shall allow proximately two (2)weeks, from the date hereof, before the Sixty-Eight Thousand Dollars ($68,000) is entered into trade, and shall conclude monitoring of the account on a date no later than forty (40) consecutive weeks from when the principal was entered into trade.

    3. TERMS OF JOINT VENTURE AGREEMENT.  It is hereby agreed Company shall maintain principal for a minimum of forty (40) consecutive weeks beginning on the date hereof, so long as JVA remains solid, as based on Company’s historical trend.

    4. If client wish to gain greater interest on a monthly basis it is recommended that funds remain in the fund if a withdrawal is not needed.  The monthly interest payment accrued will not be determined at this time until the signed contract is received from the Trader.

    5. Company shall hold in escrow or trading account any and all balances that has accrued compounding interest on a weekly basis, and disburse said funds to Partner on a monthly basis as long as the principal is being utilized by Company.

    6. Company will hold all rights to the trading account, and will not be subject to a margin call, nor will any other individual or company have the right or privileges to write any checks or sign any documents on the behalf of the Company unless express permission is given by Everett Bias due to illness or death . . . .

  31. The JVA was signed by Bias and MR2 and dated September 16, 2005.

  32. On or around September 27, 2005, MR2 invested an additional two thousand dollars ($2,000) and received a new JVA document memorializing seventy thousand dollars ($70,000) as the amount invested by MR2 signed by Bias and dated September 27, 2007.

  33. On January 12, 2006, Bias sent an email to all JVA partners which stated, in part, the following:
  34.  “On 01/10/06 the Administrator of the JVA email me with an update. Based on the email the funds should be released to JVA partners the week of the 10th and the latest by the 18th of January. As of today funds have not been transferred to the Non-Profit account.  Once the funds are released for payout they will be wired to the NoN-Profit account that we have in place and will be disbursed from there to each JVA partner.”

  35. On January 23, 2006, Bias sent an email to MR2 that stated, in part, the following:
  36. “I just wanted you to know that you need to stay the course.  I know for a fact the program is going to be very profitable.  I need you to spread the new that we will have funs here shortly.  I can’t quote the time but I do know that if we stay the course we will reap the harvest of plenty.” 

  37. On March 3, 2006, Bias sent the JVA partners the following email that stated, in part, the following:
  38. “We will get pay out sometime in late March or early April based on what I am being told.   Keep in mind that only a few people get to participate in a TRUE TRADE, and this is one . . . .”

  39. On August 7, 2006, Bias sent MR2 the following email which stated, in part, the following:
  40. “. . . I am trying with the leading of the Holy Ghost to secure the last piece of the document that we will need in order to finish the trade on $25M dollars.” 

  41. On October 18, 2006, Bias sent MR2 the following email which stated, in part, the following:
  42. “We are still praising Our Lord.  Even though we have not made any money as of today, we are more confident than ever before of what is about too take place . . . .  All I can say is that Our Lord is about to unleash Billions. It has been confirmed in his work that this will happen.  I just wanted you to know that we are all going to serve Him in this blessing, and that you are to maintain your vigor for what we will accomplish in His name . . . .”

  43. To date, MR2 has not received a return on MR2’s investment, nor a return of the principal invested with Bias.
  44. D.  Additional Investigation by the Securities Division

  45. A check of the records maintained by the Missouri Commissioner of Securities confirmed that:

    1. the JVA sold by Bias has never been registered as a security in the State of Missouri;

    2. Bias is not registered as an agent in the State of Missouri; and

    3. Bias filed for bankruptcy in January 2005 and then initiated the JVA with investors in the fall 2005.

  46. Bank records indicate that between May 5, and December 13, 2005, thirty-four (34) Missouri investors paid Bias over five hundred thousand dollars ($500,000) to invest in the JVA. 

  47. Bank records further indicate that during that same time period an additional two hundred thousand dollars ($200,000) was invested in the JVA by at least nineteen (19) individuals outside of Missouri.

  48. On September 26, 2005, Bias wired two hundred fifty thousand dollars ($250,000) from Bias’ Integrity Solutions account to a Wells Fargo Bank account in California in Campbell’s name. 

  49. Bank records indicate that none of the money Bias wired to Campbell was invested in any offshore trading program, but was used to pay Campbell’s personal expenses.

  50. E. Failure to Disclose Material Facts

  51. On September 14, and October 20, 2006, the Division sent letters of inquiry to Respondents Bias, Integrity Solutions and Integrity Tax that requested a claim of exemption from registration or exception from definition upon which Respondents relied in offering unregistered securities or any claim that the securities were federal covered securities.  The letters also requested additional information about the investments made by Missouri residents.

  52. On October 20, 2006, Bias sent the Division an email stating that Bias would send information and further stated, among other things, “I have never offered out the claim of securities to anyone.”

  53. At or about the end of October, 2006, Bias sent a response to the Division that stated, among other things, that:

    1. Bias was not offering any type of securities to any individual or entity;

    2. Bias was asked to spearhead a Joint Venture;

    3. Bias was also a victim;

    4. Bias located a JVA Administrator, Campbell, with whom Bias would work;

    5. Campbell works with Hall, who is the primary contact that directs the activities of the JVA; and

    6. “Mr. John Campbell and Peter Hall were the Administrators for the private Joint Venture agreement that we engaged in.  They were to over see the trade of the Joint Venture and disburse funds in April of 2006 at the latest.  Mr. Peter Hall is the primary contact that directs the activities of the Joint Venture Agreement.”

  54. The investments described herein are not federal covered securities.

  55. Bias made the following misrepresentations, among others, to Missouri investors:

    1. the JVA investment was risk-free,

    2. the investment return was to be paid in 40 consecutive weekly payments, when in fact, MR1 and MR2 did not receive weekly payments;

    3. MR1 and MR2’s interest payments were due to begin within a short period of time, when in fact, MR1 and MR2 never received interest payments; and

    4. the investment money would be held in a private bank account held by Integrity Tax and the money would be secure.

  56. Bias omitted to tell Missouri investors the following:

    1. Bias was not registered to offer or sell securities in the State of Missouri;

    2. that the JVA was not registered to be offered or sold in the State of Missouri;

    3. information about the specific risks associated with the investment program;

    4. information about the financial condition of the investment program;

    5. Bias owed twenty-five thousand dollars ($25,000) in back rent; and

    6. Bias filed for bankruptcy in January 2005.

  57. An order is in the public interest and consistent with the purposes intended by the Missouri Securities Act of 2003.  See Section 409.6-605(b) RSMo. (Cum. Supp. 2006).

  58. II. STATUORY PROVISIONS

  59. Section 409.6-601(a), RSMo. (Cum. Supp. 2006), provides that the Missouri Securities Act of 2003 “shall be administered by the commissioner of securities . . . .”

  60. Section 409.1-102(28), RSMo. (Cum. Supp. 2006), includes “notes; stock . . . evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement . . .  [and an] investment contract” within the definition of a security.

  61. Section 409.1-102(26), RSMo. (Cum. Supp. 2006), defines “Sale” to include, “every contract of sale, contract to sell, or disposition of, a security or interest in a security for value.”  That same section defines “offer to sell” as “every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value.” 

  62. Section 409.3-301, RSMo. (Cum. Supp. 2006), states:
  63. It is unlawful for a person to offer or sell a security in this state unless:

    (1)        The security is a federal covered security;

    (2)        The security, transaction, or offer is exempted from registration under sections 409.2-201 to 409.2-203; or

    (3)        The security is registered under this act.

  64. Section 409.4-402(a), RSMo. (Cum. Supp. 2006), states:
  65. It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this act as an agent or is exempt from registration as an agent under subsection (b).

  66. Section 409.5-501, RSMo. (Cum. Supp. 2006), states:

  67. It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:

    (1)To employ a device, scheme, or artifice to defraud;

    (2) To make an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statement made, in the light of the circumstances under which it is made, not misleading; or

    (3) To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.

  68. Section 409.6-604(a), RSMo. (Cum. Supp. 2006), states:
  69. If the commissioner determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act . . . the commissioner may:

    (1)        Issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary and appropriate to comply with this act;

    (2)        Issue an order denying, suspending, revoking, or conditioning the exemptions for a broker-dealer under section 409.4-401(b)(1)(D) or (F) or an investment advisor under section 409.4-403(b)(1)(C); or

    (3)        Issue an order under section 409.2-204.

  70. Section 409.6-604(d), RSMo. (Cum. Supp. 2006), states:
  71. In a final order . . . the commissioner may impose a civil penalty up to one thousand dollars ($1,000.00) for a single violation or up to ten thousand dollars ($10,000.00) for more than one violation.

  72. Section 409.6-604(e), RSMo. (Cum. Supp. 2006), states:
  73. In a final order, the commissioner may charge the actual cost of an investigation or proceeding for a violation of this act or a rule adopted or order issued under this act. These funds may be paid into the investor education and protection fund.

    III. CONCLUSIONS OF LAW

    Multiple Violations by Respondents Bias, Integrity Solutions and Integrity Tax
    of Offering or Selling Nonexempt, Unregistered Securities

  74. Paragraphs 1 through 51 are incorporated by reference as though fully set forth herein.

  75. The JVAs sold by Respondents Bias, Integrity Solutions and Integrity Tax to MR1 and MR2 are “securities” as defined in Section 409.1-102(28), RSMo. (Cum. Supp. 2006).

  76. The actions of Respondents Bias, Integrity Solutions and Integrity Tax in offering securities to Missouri residents are an “attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value,” which satisfies the definition of an “offer to sell” under Section 409.1-102(26), RSMo. (Cum. Supp. 2006).

  77. The actions of Respondents Bias, Integrity Solutions and Integrity Tax in selling securities to Missouri residents constitute a “contract to sell, or disposition of, a security or interest in a security for value,” which satisfies the definition of a “Sale” under Section 409.1-102(26), RSMo. (Cum. Supp. 2006).

  78. At all times relevant, records maintained by the Missouri Commissioner of Securities contained no registration, granted exemption or notice filing indicating status as a “federal covered security” for any security offered or sold by Respondents Bias, Integrity Solutions and Integrity Tax.

  79. Respondents Bias, Integrity Solutions and Integrity Tax violated Section 409.3-301, RSMo. (Cum. Supp. 2006), when they offered or sold securities in Missouri without the securities being (1) a federal-covered security, (2) exempt from registration under Sections 409.2-201 or 409.2-202, RSMo. (Cum. Supp. 2006), or (3) registered under the Missouri Securities Act of 2003.

  80. The offering or selling of unregistered, nonexempt securities by Respondents Bias, Integrity Solutions and Integrity Tax constitutes an illegal act, practice, or course of business and such action is therefore subject to the commissioner’s authority under Section 409.6-604(a), RSMo. (Cum. Supp. 2006).

  81. Multiple Violations by Respondent Bias of Transacting
    Business as an Unregistered Agent

  82. Paragraphs 1 through 51 are incorporated by reference as though fully set forth herein.

  83. At all times relevant, records maintained by the Missouri Commissioner of Securities contained no registration or granted exemption for Respondent Bias to transact business as an agent in the State of Missouri.

  84. Respondent Bias violated Section 409.4-402, RSMo. (Cum. Supp. 2006), when he offered or sold securities in the State of Missouri without being registered or exempt from registration as an agent when he offered or sold JVAs to MR1 and MR2.

  85. Respondent Bias’ actions in transacting business as an unregistered agent constitute an illegal act, practice, or course of business and such action is therefore subject to the commissioner’s authority under Section 409.6-604(a), RSMo. (Cum. Supp. 2006).

  86. Multiple Violations by Respondents Bias, Integrity Solutions and Integrity Tax
    of Omitting to State Material Facts in Connection with the Offer or  Sale of a Security

  87. Paragraphs 1 through 51 are incorporated by reference as though fully set forth herein.

  88. In connection with the offer or sale of securities, Respondents Bias, Integrity Solutions and Integrity Tax omitted to state the following material facts to MR1 and MR2:

    1. Respondents Bias, Integrity Solutions and Integrity Tax were not registered to sell securities in the State of Missouri;

    2. the JVAs sold by Respondents Bias, Integrity Solutions and Integrity Tax to MR1 and MR2 were not federal covered, exempt or registered in the State of Missouri;

    3. there were risks associated with the investment;

    4. Bias had filed for Bankruptcy in January 2005; and

    5. Campbell would use and used MR1 and MR2s’ investments in the JVA to pay personal expenses.

  89. Respondents Bias, Integrity Solutions and Integrity Tax violated Section 409.5-501(2), RSMo. (Cum Supp. 2006), when they omitted to state the material facts described immediately above.

  90. Omitting to state the material facts listed above by Respondents Bias, Integrity Solutions and Integrity Tax constitutes an illegal act, practice, or course of business and such action is therefore subject to the commissioner’s authority under Section 409.6-604(a), RSMo. (Cum. Supp. 2006).

  91. Multiple Violations Of Engaging In An Act, Practice, Or Course Of Business That Would Operate As A Fraud Or Deceit Upon Another Person

  92. Paragraphs 1 through 51 are incorporated by reference as though fully set forth herein.

  93. In connection with the offer or sale of securities to MR1 and MR2, Respondents engaged in an act, practice, or course of business that operates or would operate as a fraud or deceit upon MR1 and MR2 when they:

    1. failed to tell MR1 and MR2 that Campbell did not invest the funds in the JVA;

    2. failed to tell MR1 and MR2 that Bias had filed for bankruptcy in January, 2005;

    3. told MR1 and MR2 that the JVA was a risk-free investment;

    4. told MR1 and MR2 that their principal investment would be returned to them after an agreed upon 40 week duration;

    5. promised MR1 that MR1 would receive forty (40) weekly payments of 20% interest on the principal invested; and

    6. promised MR2 that MR2 would receive anywhere from 25% to 45% interest on the principal invested in the form of forty (40) weekly payments.

  94. Respondents violated Section 409.5-501(3), RSMo. (Cum. Supp. 2006), when, in connection with the offer and sale of securities to MR1, they engaged in the above acts, practices, or courses of business that would operate as a fraud or deceit on MR1 and MR2.

  95. Respondents’ engaging in an act, practice or course of business that would operate as a fraud or deceit upon MR1 and MR2, in connection with the offer, sale or purchase of a security, constitutes a violation of Section 409.5-501(3), and is an illegal act, practice, or course of business and is therefore subject to the commissioner’s authority is under Section 409.6-604(a), RSMo. (Cum. Supp. 2006).

ORDER

NOW THEREFORE, it is hereby ordered that Respondents, their agents, employees and servants, and all other persons participating in or about to participate in the above-described violations with knowledge of this Order, are prohibited from:

  1. offering or selling any securities as defined by Section 409.1-102(28), RSMo. (Cum. Supp. 2006), in the State of Missouri unless those securities are registered with the Securities Division of the Office of the Secretary of State in accordance with the provisions of Section 409.3-304; and

  2. transacting business in this state as an agent without being registered as an agent in this state under the Missouri Securities Act of 2003 or being exempt from registration as an agent; and

  3. violating or materially aiding in any violation of Section 409.5-501, RSMo. (Cum. Supp. 2006), by, in connection with the offer or sale of securities, making an untrue statement of a material fact or omitting to state a material fact necessary in order to make a statement made, in the light of the circumstances under which it is made, not misleading or engaging in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.

IT IS FURTHER ORDERED that, pursuant to Section 409.6-604(d), RSMo. (Cum. Supp. 2006), the Commissioner will determine whether to grant the Enforcement Division’s petition for an imposition of a separate civil penalty of up to ten thousand dollars ($10,000.00) against each of Respondent Bias, Respondent Integrity Solutions and Respondent Integrity Tax individually for multiple violations of Section 409.3-301, RSMo. (Cum. Supp. 2006), in a final order, unless Respondents request a hearing and show cause why the penalty should not be imposed.

IT IS FURTHER ORDERED that, pursuant to Section 409.6-604(d), RSMo. (Cum. Supp. 2006), the Commissioner will determine whether to grant the Enforcement Division’s petition for an imposition of a separate civil penalty of up to ten thousand dollars ($10,000.00) against each Respondent individually for multiple violations of Section 409.5-501, RSMo. (Cum. Supp. 2006), in a final order, unless Respondents request a hearing and show cause why the penalty should not be imposed.

IT IS FURTHER ORDERED that, as the Enforcement Section has petitioned for an award of costs of the investigation against Respondents in this proceeding, the Commissioner will issue a final order pursuant to Section 409.6-604(e), RSMo. (Cum. Supp. 2006), awarding an amount to be determined after review of evidence submitted by the Enforcement Section, unless Respondents request a hearing and show cause why an award should not be made.

SO ORDERED:

WITNESS MY HAND AND OFFICIAL SEAL OF MY OFFICE AT JEFFERSON CITY, MISSOURI THIS 4 TH DAY OF SEPTEMBER, 2007.

ROBIN CARNAHAN
SECRETARY OF STATE

(Signed/Sealed)
MATTHEW D. KITZI
COMMISSIONER OF SECURITIES

 

State of Missouri
Office of Secretary of State

Case No. AP-07-46

IN THE MATTER OF:

INTEGRITY SOLUTIONS FINANCIAL
SERVICES, LLC;
INTEGRITY SOLUTIONS TAX
CONSULTANTS, INC.;
EVERETT BIAS a/k/a
EVERETT SANCHEZ BIAS;
JOHN CAMPBELL a/k/a JOHN CAMPBELL-BEY;
and PETER HALL,

Respondents.

Serve Integrity Solutions Financial Services, LLC;
            Integrity Solutions Tax Consultants, Inc., and
            Everett Bias a/k/a Everett Sanchez Bias, at:

 11645 South Walnut Street
 Olathe, Kansas 66061-8302

Serve John Campbell a/k/a/ John Campbell-Bey at:
            2901 W. Coast Highway, Suite 200
            Newport Beach, California 92633

Serve Peter Hall at:
            318 W. 90th Street Apt. 3
            New York, New York 10024-1618

 

NOTICE

TO:  Respondent and any unnamed representatives aggrieved by this Order:

You may request a hearing in this matter within thirty (30) days of the receipt of this Order pursuant to Section 409.6-604(b), RSMo. (Cum. Supp. 2006), and 15 CSR 30-55.020.

A request for a hearing must be mailed or delivered, in writing, to:

                                        Matthew D. Kitzi, Commissioner of Securities
                                        Office of the Secretary of State, Missouri
                                        Kirkpatrick State Information Center
                                        600 West Main Street, Room 229
                                        Jefferson City, Missouri, 65102.

 

CERTIFICATE OF SERVICE

I hereby certify that on this 4th day of September, 2007, copies of the foregoing Order in the above styled case was mailed by certified U.S. Mail, postage prepaid, to: 

Integrity Solutions Financial Services, LLC
11645 South Walnut Street
Olathe, Kansas 66061-8302

Integrity Solutions Tax Consultants, Inc.
11645 South Walnut Street
Olathe, Kansas 66061-8302

Everett Bias, a/k/a Everett Sanchez Bias
11645 South Walnut Street
Olathe, Kansas 66061-8302

John Campbell
a/k/a/ John Campbell-Bey
2901 W. Coast Highway, Suite 200     
Newport Beach, California 92633

Peter Hall
318 W. 90th Street Apt. 3
New York, New York 10024-1618

And hand delivered to:
            Katie D. Whitman
            Deputy Chief Counsel
            Securities Division

John Hale
Specialist

[1] www.accesskansas.org/srv-corporations/getRecord.do, business entity ID number: 3316502, last checked August 16, 2007.

[2] www.accesskansas.org/srv-corporations/getRecord.do, business entity ID number: 3409109, last checked August 16, 2007.