We granted Jim Garvin’s1 application for discretionary appeal to review the judgment of the superior court affirming the decision of the Commissioner of Securities2 that Garvin sold unregistered securities, and did so without himself being registered as a dealer or salesperson authorized to sell securities. For the following reasons, we affirm. In 1999, Garvin, acting as a commissioned sales representative for Bee Communications, Inc., sold Lexa Kommor five coin-operated payphones for $7,000 each. According to Kommor, she agreed to pay the $35,000 sum for the payphones because Garvin packaged and sold them to her as part of an investment venture whereby she purchased the payphones from Bee, and then was immediately referred by Garvin to an equipment lease program under which she leased the payphones back to ETS Payphones, Inc. for a term of five years. Kommor said that Garvin represented to her that ETS would operate and maintain the payphones and that, regardless of the revenue generated by each payphone, she would receive a fixed monthly income on her investment of $75.00 per month on each payphone. ETS subsequently declared bankruptcy in 2000, and Kommor lost her investment.
1. We find no error in the determination made by the Commissioner, and affirmed by the superior court that, by collectively selling and promoting these contracts as an investment venture, Garvin sold investment contracts which were classified as securities under the Georgia Securities Act of 1973 OCGA § 10-5-1 et seq., and that he did so without registering the investment contracts as securities or registering as a dealer or a salesperson authorized to sell such securities. Garvin does not dispute that he was not registered to sell securities in Georgia pursuant to OCGA § 10-5-3, nor does he dispute that the contracts involved in the investment he described and sold to Kommor were not registered in Georgia as securities under OCGA § 10-5-5. Garvin’s primary contention on appeal is that no registration was required because the contracts were not securities under the Georgia Securities Act.
