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					             BEFORE THE COMMISSIONER OF COMMERCE AND INSURANCE
                    FOR THE STATE OF TENNESSEE AT NASHVILLE

TENNESSEE SECURITIES DIVISION,
     Petitioner,                                        )
                                                        )
vs.                                                     )       No.: 00-007
                                                        )
IMTEK FUNDING CORPORATION,                              )
IMTEK OFFICE SOLUTIONS, INC.,                           )
BENEFICIAL ASSISTANCE,                                  )
MIDDLE TENNESSEE TRUST,                                 )
W ALTER E. PHILLIPS, and                                )
DAVID WOMACK,                                           )
    . Respondents.                                      )


                                ORDER TO CEASE AND DESIST


       This Order issuesas a result of a Petition and its exhibits attachedhereto filed by the

        Secul;ties Division of the Departmentof Commerce and Insurance and is predicated upon
Tem1essee

the following Findings of Fact and Conclusions of Law


                                        FINDINGS OF FACT

                 IMTEK Funding Corporation (hereinafter referred to as "IMTEK")        is a Maryland

corporation. with its principal place of businessbeing 8003 Corporate Drive. Suite C. Baltimore.

Maryland 21236. IMTEK has never registered a securities offering with the Division. IMTEK

represents itself to be in the businessof selling interests in viatical settlements.

        2.       IMTEK Office Solutions, Inc. (hereinafterreferred to as "IMTEK Office"), is a

Maryland Corporation, with its principal place of business being 21      Van DemanStreet. Suite 100.

Baltimore, Maryland 21224. IMTEK Office has never registereda securitiesoffering with the

Division      IMTEK Office representsitself to be in the businessof selling interests in viatical
settlements.

          3.      Beneficial Assistance(hereinafterreferred to as "Beneficial-) is a wholly owned

                                                            being 8003CorporateDrive, Suite
subsidiaryof IMTEK Office, with its principalplaceof business

                                                       a          offering with the
C. Baltimore.Maryland21236. Beneficialhasneverregistered securities

                             itself to be in the business selling interests viatical settlements.
Division. Beneficialrepresents                          of                 in

          4.      Middle TennesseeTrust is reportedly a Tennesseecompany with its place of business

                                        Tennessee
being 1535 West Northfield. Murfreesboro,                            Trust has never
                                                37219.Middle Tennessee

registeredwith the Division as a broker-dealer.

          5.      Walter l~. Phillips (hereinafter refetTedto as .Phillips") is a citizen and resident of the

                   with
Statc of 1."ennessec. his residencebeing 2326 Crown Hill Drive. Murfreesboro.Tennessee

                                 with the Division asa broker-dealer., asan agentof a broker-
37129. Phillips hasneverregistered                                  or

dealer.

          6,                             referredto as"Womack")is a citizen and residentof the
                  David Womack(hereinafter

State of Tennessee.with his mailing addressbeing P. O. Box 1564. Murfreesboro. Tennessee37133-

1564. Womack ha.~never registered with the Division as a broker-dealer, or as an agent of a broker-

dealer.

          7       111e           are
                      Respondents presentlyand will continue to be engagedin the offer and/or sale

                        residents.which are not registered
of securitiesto Tennessee                                 with the SecuritiesDivision..and do

                                    providedin the Tennessee
not qualify for any of the exemptions                                Act
                                                           Securities of 1980.asamended

Tenn.Code Ann. §§ 48-2-1 OJ. et .\"eq. As a result of this activity, the public will sutTer immediate

and irreparableinjury, lossor damage:

          8.                      Middlc l'enncssce
                  rhe I{espondenls.               Trusl. Phillips. and Womack.arepresentlyand

will   continue   to act 3S 3 hroker-dealcr    and agents in thc State of Tennessce without          proper
                                                 residentcustomers.As a result of this activity,
registration.and will continueto solicit Tennessee

the public will suffer immediateand irreparableinjury, lossor damage;

       9.       The Respondent,Middle TennesseeTrust. is presentlyand will continueto employ

                                        without the proper regjstration.and will continue to
personsto act as agentsof the Respondents

                resident
solicit Tennessee      customers.As a resultof this activity the public will suffer immediateand

irreparableinjury. lossor damage;

        10.                    in
                The Respondent." connection                              of
                                           with theoffer, saleand purchase a securityin this

                in                                 which operates a fraud or deceit upon
state.areengaged an act.practiceor courseof business             as

citizensof this state:

        1                                                     for                          and
                This Orderis in the public interestandnecessary the protectionof investors..

                             fairly
is consistentwith the purP<>ses intendedby the Act;


                                      CONCLUSIONS OF LAW

                        CodeAnnotated§ 48-2-104providesthat it is unlawful for any personto
                Tennessee

sell any security in this state unless it is registeredunder this part, the security transaction is

exemptedunder § 48-2-103.or the securityis a coveredsecurity

        2.              CodeArulotatcd§ 48-2-102providesthat a security includesinvestment
                Tennessee

contracts. In Lf:):lale Brewer. 932 S. W.2d 1.
                      \'.                            I (Tenn.Crim.App. 1996),the court hcld that an

instrument or agreementwould be coll~idercd an investment contract when (1) all offeree furnishes

initial value to an oflcror, (2) a portion of this initial value is subjected to the risks of the enterprise,

                                                                                           which
(3) the furnishingof the initial value is inducedby the offeror's promisesor representations

                        understanding a valuablebenefit of some kind. over and above the
give rise to a reasonable           that

                                        a.c;
initial value. will accrueto the ofTcree a result of the operationof the enterprise,and (4) the
offeree does not receive the right to exercisepractical and actual control over the managerial

decisionsof the enterprise.

        3              CodeAnnotated§ 48-2-1.02(3)
               Tennessee                         definesa "broker-dealer"as any person

      in           of                    in         for
engaged the business effectingtransactions securities the accountof others.or any person

       in           of
engaged the business buying or selling securitiesissuedby one (1) or more other personsfor

such person's own accountand as part of a regular businessrather than in connectionwith such

person'sinveslmentactivities;

        4              CodeAnnotated 48-2-]02(2)definesan "agent" asany individual, other
               Tennessee            §

                    who represents broker-dealer effecting or attemptingto effect purchases
than a broker-dealer,            a             in

or salesof securitiesfrom. in or into this state;

        5.               C(>dc
                 'cnnessee            §
                             Annotated 48-2-J09(a)providesthat it is unlawful for any person

          business
to transact                                           or
                 from or in this stateasa broker-dealer agentunlesssuchpersonis registered

                 or
as a broker-dealer agentunderthis part;

        6.             CodeAnnotatcd§ 48-2-109(b) providesthat it is unlawful for any broker-
               Tcnnessee

                                          as
dealerto employ an agentto transactbusiness an agentunlessthe agentis registeredunderthis

part;

        7.                                                 have violated-. are violating
               Basedupon the Findingsof Fact,the Respondents            and

        Code Annotated§ 48-2-104(a)by engagingin the oller and/or saleoran unregistered
Tennessee

security;

        8,     Based                                            Middle Tennessee
                       upon the Findings of Fact.,the Respondent.,             Trust.,has

                                 CodeAnnotated 48-2-109(a) (b) by actingas unregistered
violatedand is violating Tennessee            §          and

            and                    agents:
broker-dealer employing unregistered
       9.                                                        Phillips, and Womack, have
                 Based upon the Findings of Fact, the Respondents,

violated and are violating TennesseeCode Annotated § 48-2-1
                                                          09(a) by acting as unregistered agents;

           10.           CodeAnnotated§ 48-2-116providesthat the Commissionermay make,
                 Tennessee

                                             are       to
promulgate, aJllcnd,and rescindsuch Ordersa.c; necessary carry out the provisions of the

TennesseeSecurities Act of 1980. as amended.and that such Order is in the public interest,

necessaryfor the protectionof investors.and consistentwith the purposesfairly intendedby the

policy and provi~ionsof the Act;

            1            CodeAnnotated 48-2-116(e)(2).provides no Order may be entered
                 Tennessee            §                      that

                                             the         detennines prior notice would
without prior noticeto affectedparties(unless Commissioner        that

                                                  to
not be in the public interestandwould bedetrimental the protectionof investors),an opportunity

                                   and
for a hearingbeforethe Commissioner. written Findingsof Fact and Conclusionsof Law;

           12    Baseduponthe Findingsof Fact,it would not be in the public interestand it would

be detrimental to the protectionof investorsif prior notice of this Order were given to affected

parties;




                               of
NOW, THEREFORE, in consideration the foregoing,it is ORDERED that:

                 The Respondents shall comply with the provisions of the TennesseeSecurities Act

of 1980, as amended.

           2.     nc Rcspondcntsshall ceascand dcsislinlhe futureconduct ofollering   and/or selling

any unregistered                                               until suchtime as all securities
                security from. in. or into the Stateof Tennessee

offered and/or sold are cffectively registered with the Division.
       3.      The Respondents shall cease and desist in the further conduct as a broker-dealer or

                     from. in. or into the Stateof Tennessee suchtime astheyareeffectively
agentora broker-dcaler                                     until

                                       suchactivity.
registeredwith the Division to engage-in

       4.                    shall cease desistin the future conductof employing persons
               The Respondents          and

whom are not registered with the Division as agents from offering and/or selling securities on behalf

of the Respondent.

       5.      All personsin any way assisting.aiding, or helping any of the aforementioned

          in                        violations of the Tennessee
Respondents any of the aforementioned                         SecuritiesAct of 1980,as

                Code Annotated§§ 48-2-101,el .\"eq.,
amended.Tennessee                                  shall ceaseand desist from all such

                                       SecuritiesAct of 1980.as amended.
activities in violation of the Tennessee

                                                                                        might
        "[his Order is not intendedto prohibit any lawful conductin which the Respondents

be engaged.

                                                                      SecuritiesDivision or the
        Entry of this Order shall not in any way restrict the Tennessee

           ofCommerccand Insurclnce
Commissioner                                                           to
                                  from taking furtheraction with respect theseor other

                                    of
possibleviolations by the Respondents the Act or any of the Rulespromulgatedthereunder.

       This Order shall becomea Final Order thirty (30) days from the date of its entry, unless

                               a
written notification requesting hearingis madewithin that thirty (30) day period.

        You areadvisedthatyou havethe right to a hearingas to all mattersraisedin this Order. If

you wish to exerciseyour right to a hearing.pleasenotify:

                            DAPHNE D. SMITH
               ASSISTANT COMMISSIONER FOR SECURITIES
    STATE OF TENNESSEE, DEPARTMENT OF COMMERCE ANI) INSURANCE
                   DA VY CROCKETT TOWER, SUITE 680
                    500 JAMES ROBERTSON PARKWAY
                      NASHVILLE, TENNESSEE 37243
Suchrequestmust be receivedwithin thirty (30) daysof the dateof entry of this Order.

ENTERED this thc_.:~t~~~- dayof              M~ 1                             .2000,




                                             Anne B. Pope,Commis oner
                                                       of
                                             Department Commerceand Insurance


APPROVED ."OR ENTRY:



..J() ~~.
    ,,1\1..         ~~
~~~~~~!~.
        Smith
AssistantCommissionerfor Securities
           of
Department Commerceand Insurance




 bftaliaKa I  ~             (BPR# 015362)
lstatTAttorney
Departmentof Commerceand Insurance
 312 Eighth Avenue,North
 Snodgrass   Building, Twenty-l:ifth Floor
Nashville. Tennessee    37243-0569
6157412199



                              ~


     Atl<"rney
~~~nl       of (~ommerceand Insurance
312 Eighth J\vcllue. Nonh
Snodgra.'\sBuilding. Twenty-Fifth Floor
Nashville. Tenncssee  37243-0569
6157412199

				
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