STATE OF NEW YORKDEPARTMENT OF STATE

In the Matter of a Proceeding Pursuant to Articles 7 and 7-Aof the General Business Law and Regulations promulgated CONSENT ORDERthereunder, FILE # 2009-0647

- against-

PALLORIUM INC., corporate private investigator,STEVEN P. ROMBOM, qualifying officer

Respondents

1. The New York State Department of State, Division of Licensing Services (the"Department") is a department of the State of New York charged with administration andenforcement of Articles 7 and 7A of the General Business Law (AGBL6), together withthe implementing regulations set forth in 19 NYCRR Parts 170, 172, 173 and 174.

2. At relevant times herein Respondent PALLORIUM INC. ("Respondent Company") wasand is a licensed corporate private investigator, under license UID # 11000043070, withcurrent expiration date set to be 4/23/13, and with registered business address at 78Webster Ave., #BCS, POB 155, Midwood Station, Brooklyn, NY 11230. STEVEN P.ROMBOM ("Respondent Rombom") is the President of the Respondent Company, and isthe sole registered qualifier.

Pallorium Inc. is registered with the New York State Department of State Division ofCorporations, and was dissolved on 1/26/11 by proclamation or annulment of authorityby the New York State Department of Taxation and Finance, for failure to file franchisetax returns for the periods 8/31/08 through 8/31/10 including 8/31/08,through 8/31/10Surcharge Reports, and failing to make franchise tax payments for the periods ended8/31/07,8/31/08 through 8/31/10 including 8/31/08 through 8/31/10 MTA SurchargeTaxes.

The license in the Respondent Company name remained in effect despite the dissolutionstatus of the corporation, with no notification of the situation having been provided to theDepartment. The Respondents continued to operate in violation of the General BusinessLaw requirements. The Respondent Company eventually cured the issues with theDepartment of Taxation and Finance and the Department's records reflect thatRespondent Company is presently a corporation with Active status.

3. Based upon information brought to the Department's attention concerning licensedactivity on the part of the Respondents, the Department's staff commenced an audit andinvestigation.

4. Respondents have been advised of their right to be represented by an attorney, and arerepresented in these proceedings by Frederick L. Sosinsky, Esq., 45 Broadway, Suite3010, New York, NY 10006.

5. By executing this Consent Order, the Respondents affirmatively waive their right to ahearing in the manner provided by law, consent to the issuance and entry of this Orderand agree to be bound by the terms, provisions and conditions contained herein.

6. Respondents admit the allegations and charges set forth herein, and affirm that all saidviolations have been corrected:

By failing to ensure that the Respondents in the regular course, received official firstclass and certified mail at their place of business and street address listed on their renewalforms filed with Department of State notwithstanding Respondents listing of analternative Post Office Box mailing address also on record with the Department of State,Respondents violated GBL Articles 7/7 A, and in particular §72(1) and 19 NYCRR Part170, et seq., and caused issues to be raised pursuant to GBL §79(1 )(a).

By advertising services as a company which included specific language stating that saidcompany was comprised of an "investigative team", when in fact in this state'sjurisdiction, there were not at any time any employees registered with the saidRespondent Company as either guards or support staff, and the sole employee beingRespondent Rombom, the Respondents' created the impression that they had employeesin the State of New York and in so doing the said Respondents violated GBL Articles7/7 A, §81(1) and 19 NYCRR Part 170, et seq, caused issues to be raised pursuant to GBL§79(l)(a).

By failing to produce records as requested as requested as part of an official Departmentof State audit and/or investigation, the Respondents, with advice of their then counsel,acted in a manner which constitutes a failure to cooperate with a Department of Stateinvestigation, in violation of GBL Articles 7/7 A, and in particular § 73, and 19 NYCRRPart 170, et seq, and in particular § 170.8, and 173.2, and caused issues to be raisedpursuant to the provisions of GBL § 79(1 )(d).

By utilizing forms of contracts and advanced statements of service which were missingthe requisite statement "This business is licensed by the New York State Department ofState, Division of Licensing Services", Respondents violated GBL Articles 7/7 A and 19NYCRR § 170,12 and § 173.1, and caused issues to be raised pursuant to GBL §

By failing to file tax returns and to pay taxes and fees which were due for the RespondentCompany for the years 2008, 2009, and 2010, such that the NYS Department of Taxationand Finance pursued and caused the dissolution of the Respondent Company corporation,Respondents became ineligible to hold a license as a Private Investigator pursuant toGBL Articles 7/7 A, and in particular GBL § 71 and § 72, and through such failurescaused issues to be raised pursuant to GBL § 79(1) (a)'.

By continuing in 2011 and 2012 to conduct licensed activity under the name of thedissolved Respondent Company corporation, under which entity the Private Investigatorlicense was issued, and failing to notify the Department of the status of said RespondentCompany licensee, or of the change in status which affected the Respondents' ability tolegally function as a licensed private investigator, either by independent notification, orby reflecting said change in status on one or more renewal forms for the private

investigator license, Respondents violated GBL Articles 7/7A, and in particular § 71, §72, and § 79(1) (c) and 19 NYCRR Part 170, et seq, and caused issues to be raisedpursuant to GBL § 79(1 )(a).

By conducting the private investigator business utilizing the unlicensed last name for thesole qualifier of said company, i.e. "Steven Rambam", or without registering the name"Steven Rambam" as a d/b/a of Respondent Company and notifying the Department ofState Division of Licensing Services of same, Respondents violated GBL Articles 7/7A,and in particular GBL § 71, and caused issues to be raised pursuant to GBL § 79(1) (a).

NOW, in consideration of the above premises, it is ORDERED:

1. That Respondents shall execute and forward the within Consent Order to the NYSDepartment of State, Office of General Counsel, Attn: Linda D. Geary, Esq., OneCommerce Plaza, 99 Washington Avenue, 11th FL, Albany, NY 12231, so that theoriginal of same is received on or before January 31, 2013, or this agreement shall beconsidered void and of no effect.

2. That Respondents shall pay a collective fine in the amount of $6,500, payable ininstallments, with the first installment in the amount of $2,500 being due togetherwith the original signed Consent Order, on or before January 31, 2013, the secondinstallment in the amount of $2,000 to be due on or before February 28, 2013, andthe third and final installment in the amount of $2,000 to be due on or before March31, 2013 in the form of attorney's check, cashier's/certified check or money order,made payable to the New York State Department of State. Failure to submitattorney's check, certified/cashiers check or money order in the said amount,together with an original fully executed copy of this Consent Order will render theoffer set forth herein null and void.

PAYMENTS MUST BE IN THE FORM OF ATTORNEY'S CHECK,CASHIER'S/CERTIFIED CHECK OR MONEY ORDER. PERSONAL ORBUSINESS CHECKS ARE NOT ACCEPTABLE. The mailing address for allpayments is: NYS Department of State, Office of General Counsel, Attn: Linda D.Cleary, Esq., One Commerce Plaza, 99 Washington Avenue, 11th FL, Albany, NY1223L

That Respondents shall make available for inspection, the business office whichRespondents affirm to operate from the location at 78 Webster Avenue, #BCS,Brooklyn, NY, at a time to be arranged with the Department, and shall do so priorto or within thirty (30) days of the effective date of the within agreement, or theRespondents shall be considered in default of this agreement, and the defaultprovisions of this agreement shall apply. The 'effective date' of this agreement shallbe the date occurring ten (10) days after mailing of a copy of the fully executedagreement to Respondents' counsel, at the address stated in paragraph 4 of the firstsection of the within agreement.

3. That upon execution of this Order by the Secretary of State or his designee, theComplaint in this matter shall be terminated, withdrawn and discontinued with prejudicewith respect to Respondents in accordance with the terms hereof.

4. That the Consent Order herein expressly depends upon representations made by theRespondents, both oral or written, formal or informal which relate to the subject matter ofthe Consent Order and that such representations have fully, accurately and truthfullydisclosed all relevant facts to the Department of State. If any such representation isdetermined to be limited, inaccurate or untruthful, the Department of State shall not bebound by the terms herein and shall initiate any action it deems appropriate in theadministrative, civil or criminal prosecution of the Respondents,

5. The effective date of this Order shall be the date on which the Secretary of State or hisdesignee signs the same and shall expire when Respondents have fully complied with therequirements of this Order. The Department will provide Respondents or Respondents^counsel with a fully executed copy of this Order as soon as practicable after the Secretaryof State signs the same.

6. The failure of Respondents to comply fully and in timely fashion with any provision ofthis Order shall constitute a default and a failure to perform an obligation under thisOrder. Such default shall result in an administrative hearing for the purpose ofdetermining whether additional penalties should be imposed due to the Respondents'default and failure to perform an obligation under this Order.

7. This Order constitutes the entire agreement of the parties and no provision of theagreement shall be deemed waived or otherwise modified except as is specifically setforth in a writing executed by the Secretary of State or his designee indicating intent tomodify this Order.

8. Nothing contained in this Order shall be construed as barring, diminishing, adjudicatingor in any way affecting (1) any legal, administrative or equitable rights or claims, actions,suits, causes of action or demands whatsoever that the Department may have againstanyone other than Respondents; (2) any right of the Department to enforceadministratively or at law or in equity, the terms, provisions and conditions of this Order;(3) any right of the Department to bring any future action, either administrative orjudicial for any other violations of the General Business Law or conditions contained inorders if any, issued by the Department to Respondents.

Dated:

Albany, New YorkNEW YORK STATEDEPARTMENT OF STATE

By:

Susan L. WatsonGeneral Counsel

CONSENT OF PALLORIUM INC.,

and STEVEN P. ROMBOM. QUALIFIER

Respondents PALLORIUM INC. and STEVEN P. ROMBOM, Qconsent to the issuing and entering of this Order, waive the rigrrt-to a hea/ibound by the terms and conditions herein.

ALIFIER, herebyiid agree to be

STEVEN P. ROMBOM, qualifier

PALLORIUM IN'

Steven P. Rorribom

STATE OFCOUNTY OF

//^-S.

Title

On this day of (. in the year 2013 before me, the undersigned, personally, personally known to me or proved to me on the basis of

satisfactory evidence to be the individual whose name is subscribed to the within instrument andacknowledged to me that he executed the same in his capacity and that by his signature on theinstrument, the individual or the person upon behalf of which the individual acted, executed theinstrument.

Notary Public

STATE OFCOUNTY OF )

On the (D day of-Peecmbcr in the year 2013 before me personally came Steven P.Rombom, to me known, who, being by me duly sworn, did depose and say that he/she/theyreside(s) in -^yOVl^fi f4£UJ york. (if the place of residence is in a city, includethe street and street number, if* any, thereof); that he/she/they is (are) the (president or otherofficer or director or attorney in fact duly appointed) of the PALLORIUM INC., the corporationdescribed in and which executed the above instrument; and that he/she/they signed his/her/theirname(s)) thereto by authority of the board of directors of said corporation, ̂ xv^}*11!-0''///,

» fv^Notary Public

<%,

\,