Commission Halts Unregistered Activity by PayAsOne, LLC and Mark S. Holdridge

HARRISBURG, Pa., June 29, 2012 /PRNewswire-USNewswire/ -- To halt the offer and sale of unregistered securities in Pennsylvania, the Pennsylvania Securities Commission (Commission) issued a Summary Order to Cease and Desist against PayAsOne, LLC (PayAsOne), an entity, and Mark S. Holdridge (Holdridge), an individual, both with an address in Frisco, Texas.  PayAsOne was offering for sale limited liability company membership interests (Interests) in PayAsOne. Holdridge was the founder and CEO of PayAsOne.

In or about May 2012, Holdridge posted an advertisement (Ad) on Craigslist entitled "Investors Wanted For Internet Company With Secured Patent!! (National)."  The Ad stated: "I am currently interested in obtaining funding from small or large investors. We have just received our Patent for our shared purchase retail and social commerce platform. Very easy business and concept to understand. We are redesigning our site for a relaunch.  Current live site is for testing and of course discussion. We will be launching one of our retail sites, GiftBasketsForCharity.com before Mothers Day. This is part of our company." At least one Pennsylvania resident (PA Resident) viewed the Ad and, using the link provided in the Ad, requested more information about investing.

Holdridge e-mailed offering materials (Materials) to the PA Resident and offered for sale the Interests. The Materials state that PayAsOne has created a social platform that allows people to purchase a gift, such as flowers or gift cards, and then either pay for the gift individually or invite a group of people to share in the purchase of the gift; that PayAsOne generates revenues from the sale of products and services as well as sponsored advertising opportunities; and that the PA Resident could invest $10,000 for 40,000 Interests and would be "repaid as part of the next round of Series A funding." 

In or about May 2012, the PA Resident telephoned Holdridge, who stated that PayAsOne wished to develop a website through which shoppers could share the cost of ordered items; that PayAsOne had already received its first patent; and that the website is functional and is currently being redesigned to add products. Holdridge also stated that PayAsOne is seeking a $75,000 round of funding and had already received $46,000 in investments; that he is planning to seek $4 million in the next round of funding; and that PayAsOne is currently organized as a limited liability company but he plans to change it to a corporation. Holdridge continued that an investment of $10,000 would purchase the PA Resident 40,000 Interests at a cost of $.25 each; that the PA Resident would not have to do anything to be involved with PayAsOne except purchase Interests; and that "This is the best investment someone like you can get."

The PA Resident had no substantive, pre-existing relationship with PayAsOne or with Holdridge. The PA Resident was not an accredited investor under Rule 501 of Regulation D, and did not have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the investment.

The Commission directed PayAsOne, LLC and Mark S. Holdridge to stop offering or selling the Interests in the Commonwealth of Pennsylvania, in violation of the Pennsylvania Securities Act of 1972, and in particular Sections 201 thereof.

Any further solicitations or sales made by PayAsOne, Holdridge, or their affiliates in Pennsylvania will constitute further violations of the 1972 Act.  Any person who is solicited by or has information about PayAsOne or Holdridge is asked to immediately notify the Pennsylvania Securities Commission by calling the toll-free line 800-600-0007 (PA only); in Harrisburg: (717) 787-8061; in Pittsburgh: (412) 565-5083; or, in Philadelphia: (215) 560-2088. 

Alternate formats of this release may be available on request; call 717/787-1165.

SOURCE Pennsylvania Securities Commission (PSC)