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					                    ADMINISTRATIVE PROCEEDING
                            BEFORE THE
               SECURITIES COMMISSIONER OF MARYLAND

IN THE MATTER OF:                                 *

ABIGAIL TRINITY-DAVIES                            *                    CASE NO. 2009-0268

d/b/a                                             *

TRINITY TEMPORARIES & BUSINESS                    *
SERVICES
                                                  *
               Respondent.
                                                  *

                                       *          *         *


                                ORDER TO SHOW CAUSE

        WHEREAS, the Securities Division of the Office of the Attorney General (the "Securities

Division") initiated an investigation into the activities of Abigail Trinity-Davies (“Trinity-Davies”

or “Respondent”) d/b/a Trinity Temporaries & Business Services (“Trinity-Davies”) (“Respondent”);

and

        WHEREAS, the Maryland Securities Commissioner (the "Securities Commissioner") has

found that grounds exist to allege that Respondent violated the Maryland Securities Act, contained

at Md. Code Ann., Corps. and Ass'ns, §§11-101 et seq. (2007 Repl. Vol. & Supp. 2009) (the

"Securities Act"), by engaging in acts or practices constituting violations of the Securities Act.

        NOW, THEREFORE, pursuant to §11-701 of the Securities Act, pending a hearing in this

matter or until such time as the Securities Commissioner modifies or rescinds this Order, it is hereby:

        ORDERED, that Respondent show cause why a final order should not be entered against her,


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ordering that Respondent be barred permanently from engaging in the securities and investment

advisory business in Maryland, that a monetary penalty be entered against her, and that she cease and

desist from further violation of §§11-301, 11-401, and 11-501 of the Securities Act.

       The Securities Commissioner alleges the following as a basis for this Order:



                                                 I.

                                         JURISDICTION

       1.      The Securities Commissioner has jurisdiction in this proceeding pursuant to § 11-701

of the Securities Act.



                                                 II.

                                         RESPONDENT

       2.      Respondent Trinity-Davies is a Maryland resident with a last known address located

in Adelphi, MD.

       3.      Respondent owns a temporary personnel service d/b/a Trinity Temporaries &

Business Services, which she operates out of an office condominium located 3311 Toledo Terrace,

Suite B-202, Hyattsville, MD.

       4.      Respondent is not now nor has she ever been registered in Maryland as a broker-

dealer or broker-dealer agent, or investment adviser or investment adviser representative. See Ex.

A, Affidavit of Kelvin Blake.




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                                                III.

                                   STATEMENT OF FACTS

       5.      Respondent has offered investment opportunities, also termed “special deals,” to at

least two Maryland residents, S.P. and A.C.T. In each case, Respondent offered to pay above-market

rates of return on the principal, which served as the motivation for S.P. and A.C.T. to invest with

Respondent.

Respondent’s Dealings with S.P.

       6.      Beginning around 1990, Respondent offered to invest money for her sister, S.P., in

a way that offered better returns than a savings account. S.P. initially invested approximately

$12,000, but over the next five years she added more money to her investment with Respondent, and

also withdrew some of her principal. By 2002 S.P. had a principal balance of $15,000 invested with

Respondent (the “$15,000 Investment”).

       7.      In early 1996, S.P. told Respondent that she had refinanced her home. Respondent

advised S.P. that she had a “special deal” whereby if S.P. invested $10,000 for a year, she would

receive a $1,000 return. S.P. invested $10,000 at that time, including $5,000 from her refinance and

$5,000 from her savings. In October 1996, Respondent gave S.P. $1,000 interest. In 1997, S.P.

asked for her principal and Respondent suggested she reinvest the money with her, which she did.

In late 1997 Respondent gave S.P. $1,000 in “interest.”

       8.      In the fall of 2002, Respondent advised S.P. that she had another “special deal,” i.e.,

if S.P. added $10,000 to her already-invested $10,000 in principal, totaling $20,000, she would

invest the money on her behalf and pay $2,000 in interest. S.P. advised that she did not have the

money to invest, but she borrowed money totaling $10,000 from her credit card and home equity line


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to invest with S.P., and rolled over her $10,000 principal investment.

       9.      In July 2003, S.P. requested her principal of $20,000, and $2,000 interest.

Respondent gave S.P. the $2,000 in interest, but advised that the principal of $20,000 was being

delayed and that the additional returns would be worth the wait. S.P. was upset because she needed

the money, and Respondent paid $5,000 in principal.

       10.     In 2004, Respondent contacted S.P. regarding a “super deal” to invest $20,000 for

“big returns.” S.P. advised Respondent that she did not have any other monies to invest.

Respondent proposed that they split the investment, and for S.P. to contribute one half, or $10,000.

S.P. took an additional $10,000 home equity loan and invested the monies with Respondent.

       11.     In December 2005, S.P. paid off her home equity loan after selling her home, and she

told Respondent that she planned to use $15,000 to open an IRA account and needed $15,000 from

her investment with Respondent to do some home improvement on her new home. Respondent said

that if S.P. added $15,000 to the $10,000 S.P. gave her in 2004, for a total investment of $25,000,

the returns would be greater. S.P. gave Respondent two checks of $7,500 each to invest. According

to Respondent, S.P. would receive her principal on that investment in January 2007.

       12.     During the summer of 2005, S.P. requested her principal on the $15,000 Investment

as a down payment for her home. Respondent was upset and advised that she would have to take

a loan from Wells Fargo in order to return S.P.’s monies because it would take too long to obtain the

money from the person with whom it was invested. At that time Respondent paid S.P. the entire

principal balance on her $15,000 Investment.

       13.     Respondent assured S.P. of the safety of her remaining investment. She told S.P. that

if she could trust the person who was investing the money, then she could trust her (i.e.,


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Respondent). Respondent further advised S.P. that she had been doing business with the investor

since 1987, and had never lost any money. Beginning in early 2006, Respondent agreed to pay S.P.

$75 per month in interest until the principal could be returned from the investor.

       14.     In September 2006, S.P. asked Respondent for part of her “old $15,000" in principal

so that she could use part of it to pay for her travel overseas to attend a wedding. Respondent

advised S.P. that her attorney was “on top of things” and that she should not worry. She said that

there was a “Special Deal” for $10,000. If S.P. invested $10,000 for six months, she would give her

$1,000 to cover the expenses for her trip. S.P. gave Respondent two checks totaling $10,000 to

make the investment.

       15.     In February 2007, S.P. called Respondent to inquire into the status of her investments.

S.P. told Respondent that she was very uncomfortable having money invested without any

supporting documentation. S.P. insisted upon written documentation of her investment, however,

that documentation was not forthcoming until April 2007, when S.P. received a letter from

Respondent, verifying that she was owed $50,000 in principal on her “investment[s]” with

Respondent.

       16.     S.P. told Respondent that she needed $10,000 from her investments to pay a home

improvement loan that was due in April 2007, and Respondent told her several times that the

investor holding S.P.’s investment monies would send the money, however, no payments were

forthcoming and S.P. had to make other arrangements with respect to her loan that was due. At some

point in 2007, Respondent gave S.P. $1,000 in interest, as well as $725 in December 2007.

       17.     In June 2008, Respondent sent S.P. a letter advising that “business is currently slow

. . . I am doing everything I can, including trying to sell my office condo, and moving to a smaller


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unit, to enable me to take care of my investors as well as I did before.”

Respondent’s Dealings with A.C.T.

       18.     A.C.T. first invested with Respondent, a family friend, approximately six years ago.

Each time, Respondent would offer an above-market rate of return and promise to pay back A.C.T.’s

principal within a certain period of time. Respondent told her that she invested in real estate in order

to be able to provide A.C.T. with the returns she offered.

       19.     In 2006, A.C.T. invested a total of $30,000 with Respondent. Respondent confirmed

to A.C.T. in writing, per an investment contract dated June 23, 2006, that the investment was for two

to three years, with $600 interest payable quarterly. Respondent also verified that A.C.T. “[c]an pull

out [her investments] 6/23/08 or 6/23/2009” (emphasis in original). The due date of June 23, 2008

was underlined and initialed by Respondent.

       20.     In May 2008, A.C.T. sent Respondent a letter dated May 27, 2008, requesting that

her principal of $30,000 be remitted to her on or before June 20, 2008, and thanking Respondent for

the “investment opportunity.”

       21.     In June 2008, Respondent sent A.C.T. a letter dated June 2, 2008, advising that “the

note dated 6/23/06 stated that the investment is for 2 to 3 years and will expire 6/23/08 or 6/23/09.

The thousands of dollars you have received in the past have mostly been on time. Since business

is currently slow, we have to work toward the latter date and pray that everything goes well.”

       22.     A.C.T. responded to Respondent’s letter of June 2008 by letter dated June 10, 2008,

advising that their agreement was that the investment was to mature June 2008, not June 2009, and

that she needed the return of her principal.

       23.     Respondent did not pay A.C.T. the promised return, nor did she return A.C.T.’s


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principal investment by the due date of June 23, 2008.

           24.   In August 2008, Respondent sent A.C.T. a letter dated August 1, 2008, responding

to A.C.T.’s letter dated July 30, 2008, wherein A.C.T. gave “final notice that you are in default to

repay me the original $30,000 investment, excluding interest . . . .” Respondent advised that “I

cannot return your investment until June of 2009.”

           25.   In August 2009, A.C.T. communicated to Respondent by letter dated August 20,

2008, advising that she was “struggling financially” and needed to “finally receive a check from you

. . . .”

The Securities Division’s Records

           26.   The records of the Division reflect that there is no record of any securities registration,

or claim of exemption or status as federal-covered securities issued under the name

“Abigail Trinity,” “Abigail Davies,” “Abigail Trinity-Davies” or “Trinity Temporaries.” See Ex. B,

Affidavit of Joy Sakamoto-Wengel.

           27.   The records of the Division further reflect that there is no record of any issuer agent

registration for “Abigail Trinity,” “Abigail Davies” or “Abigail Trinity-Davies.” Id.

Respondent’s Deposition before the Securities Commissioner

           28.   In her deposition before the Securities Commissioner, Respondent denied that the

monies she received from S.P. and A.C.T. were for investment. According to Respondent, “[i]t was

just lending the money for the business. I use it on my payroll. I use it for the business expenses.”

Tr. 42. When Respondent was asked what her understanding was as to S.P.’s and A.C.T.’s

motivations for giving money for her business as contended, Respondent replied that it was

“[b]ecause they were getting a good, you know, interest or whatever you want to call it back, so they


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thought that was just going to continue.”

        29.     Despite Respondent’s contention that S.P. and A.C.T. were just lending money to her

business, rather than making investments as referred to in the parties’ exchange of letters, all of

A.C.T.’s investment monies referred to herein, and approximately half of S.P.’s investment monies

as referred to herein, were deposited into Respondent’s personal bank account at BB&T Bank.



                                              COUNT I

                  (Offer and Sale of Unregistered Securities - Section 11-501)

        WHEREAS, §11-501 of the Securities Act makes it unlawful for any person to offer or sell

a security in this State unless the security is registered, exempt from registration under Subtitle 6 of

the Securities Act, or qualifies as a federal-covered security; and

        WHEREAS, Respondent offered and sold investments to at least two Maryland residents;

and

        WHEREAS, §11-101(r) of the Securities Act broadly defines the term “security” to include

those investments listed at (1)(i) through (1)(xvi); and

        WHEREAS, §11-101(r)(1)(vi) of the Securities Act defines evidence of indebtedness as a

security; and

        WHEREAS, §11-101(r)(1)(xi) of the Securities Act defines an investment contract as a

security; and

        WHEREAS, §11-101(r)(1)(xvi) defines any “[c]ertificate of interest or participation in,

temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or

purchase any of the preceding” definitions listed in 11-101(r)(1)(i) through 11-101(r)(1)(xvi) as a


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security; and

       WHEREAS, the investments described herein constitute evidences of indebtedness,

investment contracts, or, in the alternative, another classification of security contained in §11-101(r)

of the Securities Act; and

       WHEREAS, the securities offered and sold by Respondent were not registered with the

Securities Division, nor was a claim of exemption from registration or a claim that the securities are

federal-covered securities filed with respect to the offerings; and

       WHEREAS, Respondent has offered and sold securities in violation of the registration

requirements of §11-501 of the Securities Act.

       NOW, THEREFORE, IT IS HEREBY ORDERED that Respondent show cause why a final

order should not be issued against her that orders Respondent to cease and desist from further

violation of §11-501 of the Securities Act, assesses Respondent the statutory penalty of $5,000 per

violation of §11-501, permanently bars Respondent from the securities and investment advisory

business in Maryland, and orders any other sanction or combination of sanctions against Respondent

as permitted under §11-701.1.



                                             COUNT II

                   (Broker-Dealer/Agent Registration Violation; Section 11-401)

       WHEREAS, §11-401 of the Securities Act makes it unlawful for any person to transact

business in the offer and sale of securities in this State as an agent unless that person is registered

as an agent; and

       WHEREAS, the Securities Act defines “broker-dealer” to mean a person engaged in the


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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 broker-

dealer who represents a broker-dealer or issuer in effecting or attempting to effect the purchase or

sale of securities; and

        WHEREAS, Respondent has transacted business as a broker-dealer or agent in this State by

effecting securities transactions while Respondent was not registered with the Securities Division

as a broker-dealer or agent, in violation of §11-401 of the Securities Act.

        NOW, THEREFORE, IT IS HEREBY ORDERED that Respondent show cause why a final

order should not be issued against him that orders Respondent to cease and desist from further

violation of §11-401's broker-dealer/agent registration provisions, assesses Respondent the statutory

penalty of $5,000 per violation of §11-401's broker-dealer/agent registration provisions, permanently

bars Respondent from the securities and investment advisory business in Maryland and orders any

other sanction or combination of sanctions against Respondent as permitted under §11-701.1.



                                             COUNT III

              (Fraud in Connection with the Offer or Sale of Securities, §11-301)

        WHEREAS, §11-301 of the Securities 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 statement 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 were made, not misleading; or

        (3)     engage in any act, practice or course of business which operates or would


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               operate as a fraud or deceit on any person; and

       WHEREAS, Respondent employed a device, scheme or artifice to defraud by advising that

S.P. and A.C.T. purchase unregistered, non-exempt securities that are not federal-covered securities

without disclosing that the investments were being offered and sold in violation of applicable

securities laws; and

       WHEREAS, Respondent made untrue statements of material fact including but not limited

to claims regarding the nature of the investments she recommended, the term of the investments, the

availability of the invested funds, and the opportunity to profit from the purchase of the investments;

and

       WHEREAS, by recommending the purchase of unregistered, non-exempt securities that are

not federal-covered securities and by making misrepresentations and omissions of material fact in

the course of those recommendations, Respondent engaged in activities that operated as a fraud or

deceit upon investors; and

       WHEREAS, Respondent failed to disclose material facts, including but not limited to facts

concerning Respondent’s lack of registration as a broker-dealer, issuer agent or investment adviser.

       NOW, THEREFORE, IT IS HEREBY ORDERED, that Respondent show cause why a final

order should not be issued against her that orders Respondent to cease and desist from engaging in

the offer and sale of securities in violation of the antifraud provisions of §11-301 of the Securities

Act, assesses Respondent the statutory penalty of $5,000 per violation, permanently bars

Respondent from engaging in the securities and investment advisory business in Maryland and orders

any other sanction or combination of sanctions against Respondent as permitted under §11-701.1.




                                                - 11 -
                                REQUIREMENT OF ANSWER

       IT IS FURTHER ORDERED, pursuant to §11-701.1 of the Securities Act and COMAR

02.02.06.06, that Respondent shall file with the Securities Commissioner a written Answer to this

Order To Show Cause 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.

       A respondent’s failure to file an Answer or a request for a hearing shall result in entry of a

final order granting the relief requested by the Securities Division.

                                                         SO ORDERED:

                                                         Commissioner’s Signature is
                                                         on File with Original Order

DATED: May 25, 2010                                      Melanie Senter Lubin
                                                         Securities Commissioner




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