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STATE OF MICHIGAN DEPARTMENT OF ATTORNEY GENERAL

CORPORATE OVERSIGHT DIVISION

In the Matter of: Attorney General File No. 2017-0172426-A Opus Bono Sacerdotti, Inc., Joe Maher, and Peter Ferrara

Respondents. ____________________________________/

Notice of Intended Action and Cease and Desist Order

To: Opus Bono Sacerdotti, Inc., Joe Maher, and Peter Ferrara

Registered Agent for Opus Bono Joe Maher Peter Ferrara PO Box 251 PO Box 663 Dryden, Michigan 48428 Oxford, MI 48371 Joe Richotte Peter Ferrara Counsel for Opus Bono PO Box 251 Butzel Long Dryden, MI 48428 Stoneridge West 41000 Woodward Ave. Bloomfield Hills, MI 48304 richotte@butzel.com

Bill Schuette, Attorney General of the State of Michigan, under Section 20(4)

of the Charitable Organizations and Solicitations Act, MCL 400.271 et seq., notifies

Opus Bono Sacerdotti of his intention to bring a civil action against Opus Bono

Sacerdotti in Ingham County Circuit Court and orders Opus Bono Sacerdotti to

cease and desist activities as described below. Before bringing a civil action, the

Attorney General will consider accepting an assurance of discontinuance or other

appropriate settlement agreement.

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I. Jurisdictional Allegations

1. Respondent Opus Bono Sacerdotti, Inc. (“OBS”) is a Michigan nonprofit

corporation with 501(c)(3) tax-exemption status.1 OBS’s address is 5137 W.

Main St, Dryden, Michigan 48428. Its President is Joe Maher; its Secretary

and Treasurer is Peter Ferrara. Peter Ferrara is OBS’s resident agent, with

mailing address PO Box 663, Oxford, MI 48371.

2. Since 2008, OBS has been registered to solicit in Michigan under Michigan’s

Charitable Organizations and Solicitations Act (“Solicitations Act”). OBS is

registered under the Solicitations Act as #27813.

3. As a registered charitable organization soliciting in Michigan, OBS is a

person subject to the authority of the Attorney General under the

Solicitations Act. MCL 400.271 et seq.; MCL 400.272(a) and (e).

II. Background Facts

4. In February 2017, the Attorney General received a complaint from a former

employee of OBS, claiming that the charity was violating its nonprofit status

and was being used for the personal benefit of its officers Joe Maher and

Peter Ferrara.

5. The Attorney General’s Charitable Trust Section, which registers soliciting

charities under the Charitable Organizations and Solicitations Act, reviewed

OBS’s recent IRS Forms 990 on file with the Charitable Trust Section and

1 OBS’s articles of incorporation state its name as Opus Bono Sacerdotti, but it appears this is a mis-spelling as of the Latin Opus Bono Sacerdotii, which is spelled correctly on OBS’s website and mailings. The Latin phrase means “work for the good of the priesthood.”

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found irregularities and lack of details that lent support to the complaint.

Also of concern was that OBS’s board members on file with the Department

of Licensing and Regulatory Affairs (LARA) differed from the board members

listed on OBS’s most recent IRS Form 990. The Attorney General opened an

investigation.

6. In March 2017, the Attorney General issued OBS its first investigative order,

requesting information and supporting documentation regarding the board of

directors and its governance of OBS, OBS’s fundraising program, OBS’s 2015

IRS Form 990, compensation and expenses for OBS officers Joe Maher and

Peter Ferrara, OBS activities, OBS financials and general ledger, and other

items.

7. OBS responded in May 2017 with answers and over 2,700 pages of

documents. The Attorney General’s review of OBS’s response led to other

questions.

8. In October 2017, the Attorney General issued a second investigative order

focusing on continuing concerns regarding OBS’s activities and fundraising,

lack of internal controls and board oversight, and the possibility of

unauthorized compensation, improper personal expenses, deceptive

solicitations, and diversion of charitable assets.

9. OBS responded in January 2018, including roughly 400 more pages of

documents.

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10. Later in January 2018, Charitable Trust Section representatives conducted a

site visit at OBS’s offices in Dryden, Michigan, and discussed responses with

counsel and OBS officers (and then-directors) Joe Maher and Peter Ferrara.

11. On April 17, 2018, Charitable Trust Section representatives interviewed OBS

director Fr. Eduard Perrone.

12. On May 25, 2018, Charitable Trust Section representatives interviewed OBS

director Paul Barron.

III. Investigative Findings

A. No board governance

13. OBS was incorporated in 2002 by Joe Maher and Peter Ferrara. Exhibit A,

OBS Articles of Incorporation. OBS’s website lists four co-founders of OBS:

Joe Maher, Peter Ferrara, Paul Barron, and Fr. Eduard Perrone. See

https://opusbono.org/staff (last visited 7/3/18).

14. According to OBS, since 2002, OBS’s board of directors has remained

unchanged: Joe Maher, Peter Ferrara, Paul Barron, Fr. Eduard Perrone, J.

Michael Carrigan, and Anthony Riley. Exhibit B, OBS 1st Response, p. 2.

15. From OBS’s incorporation in 2002 through the Attorney General’s

investigation in 2017, OBS President Joe Maher and Treasurer Peter Ferrara

operated OBS without any meaningful oversight from its board of directors.

a. OBS held no formal board meetings, leaving day-to-day operation to

Maher and Ferrara. Exhibit B, OBS 1st Response, pp. 3. While OBS’s

Response claimed that the OBS board met each year, ostensibly to

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provide some governance to OBS, the meetings were not formally

noticed and the board kept no minutes nfor maintained records of

board resolutions. Exhibit B, OBS 1st Response, p. 4.

b. Fr. Perrone and Paul Barron each confirmed that the OBS Board

exercised no governance over OBS: the annual meeting was informal,

the board did not review OBS financial details, they did not review

OBS’s IRS Form 990, they did not authorize officer compensation or

pass any other resolutions, and the board maintained no minutes.

c. Fr. Perrone stated that he never viewed himself as a director and had

no knowledge of Opus Bono’s organizational structure; he considered

himself a spiritual adviser to the group and was surprised to learn in

May 2017 that the organization needed a formal structure; and he

disclaimed any knowledge of Maher’s or Ferrara’s pay or of OBS’s

financial details, which were not provided to him; nor had Fr. Perrone

believed it was his responsibility to supervise Maher or Ferrara.

d. Paul Barron stated that the board did not supervise Maher’s and

Ferrara’s activities and that the annual meetings were informal.

Barron also noted that in OBS’s recent years, he had had even less

involvement or knowledge of OBS’s activities because OBS moved its

offices out of Barron Cast (Barron’s business) and because Barron had

been sick for the last five years.

16. Other examples of OBS’s lack of governance:

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a. When OBS moved its offices from Barron Cast (where OBS had for

years operated rent-free), the move was not approved by the board.

Rather, Paul Barron opposed the move, but was not asked for input.

Fr. Perrone confirmed that there was no vote on the move—nor were

there ever formal votes.

b. With its move to Dryden, OBS moved into a new headquarters inside a

Dryden warehouse. But at the time of the move (and in the months

between the move and the Attorney General’s investigation), neither

Fr. Perrone nor Paul Barron knew that the owner of the Dryden

warehouse was Four1One Studios (411), an LLC owned by Joe Maher

and Peter Ferrara.

c. The accounting firm Doeren Mayhew began auditing OBS in 2013.

Both Fr. Perrone and Barron disclaimed having seen these annual

audits until the Attorney General’s investigation in 2017. Yet the

audits were addressed to the board of directors and included important

findings and recommendations, including that OBS “improve the

effectiveness of the board of directors” by adding regular and formal

meetings, that OBS’s internal controls included a material weakness,

that OBS lacked a fraud policy, and that 411 expenses had been

included in OBS books. Despite management responses stating that it

would redress these areas, OBS continued without board governance,

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and OBS’s board remained ignorant of the audit recommendations,

which Maher and Ferrara apparently withheld from the board.

B. No Controls over OBS Expenses

17. OBS’s lack of governance meant that the board exercised no control over OBS

officers Joe Maher and Peter Ferrara, nor any control over OBS’s charitable

assets, thereby exposing those assets to possible diversion and illicit use by

Maher and Ferrara.

18. The Charitable Trust Section reviewed OBS’s financial records for the recent

years of 2014, 2015, and 2016. From these records, Charitable Trust Auditor

Joe Kylman compiled spreadsheets for 2015 and 2016 showing OBS

expenditures. Exhibit C, OBS Spreadsheets, Disbursement Journal 2015;

Exhibit D, Disbursement Journal 2016. The spreadsheets reveal a lack of

control and lack of oversight of OBS assets.

a. On a near daily basis OBS funds are withdrawn or transferred to Peter Ferrara or Joe Maher (this will be addressed in greater detail below in section C regarding Unauthorized and Excessive Compensation); Ferrara’s personal expenses were also charged to OBS and recorded as “compensation”;

b. Meal expenses are recorded daily or almost daily, with many meals exceeding $100 per meal and many meal locations near OBS offices or the Maher or Ferrara residences; in 2015, meals totaled $27,145.89;

c. Thousands of dollars are regularly transferred to Maher’s and Ferrara’s 411 LLC; in 2015, total transfers to 411 were $94,300; in 2016, $79,199.93;

d. Regular auto expenses, including regular gasoline expenses, what appears to be a $499 monthly purchase (or lease) through auto financer Ally, and numerous vehicle repair expenses;

e. The appearance of personal travel expenses charged to OBS (OBS’s 2nd Response even admitted that two personal Ferrara trips were misclassified as an OBS expense); see Exhibit E, OBS 2nd response, p. 11;

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f. Health insurances expenses and other medical expenses, including copays for medical appointments were also charged to OBS.

19. The pattern of OBS expenses, transfers, and withdrawals suggest regular

personal benefit to Maher and Ferrara from OBS assets.

C. Unauthorized and Excessive Compensation

20. OBS’s internal financial records produced to the Attorney General record

many withdrawals, transfers, and expenditures from OBS accounts as

“compensation” to Joe Maher or Peter Ferrara. OBS also tallied these sums

and recorded them as “compensation” for Maher and Ferrara on OBS’s IRS

Form 990s.

21. But neither Maher nor Ferrara had a compensation agreement with OBS;

neither Maher nor Ferrara’s “compensation” was approved by the OBS board;

neither Maher nor Ferrara had any set compensation; and neither Maher nor

Ferrara were paid in regular amounts at regular intervals. Instead, without

authorization, at their discretion, both Maher and Ferrara withdrew and

transferred OBS assets to themselves or expended them for their own

personal benefit.

22. A complete review of Exhibit D, the OBS Disbursement Journal for 2016, is

illustrative. For purposes of this NIA, a few examples will suffice.

a. Examples for Joe Maher from 2016:

i. On January 4, $2,000 was transferred from OBS to Maher; ii. On January 4, another $3,000;

iii. On January 5, $1,000; iv. On January 8, $1,000; v. On January 14, $3,000. [See Exhibit D, Disbursement Journal

2016]

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b. Examples for Peter Ferrara from 2016:

i. On January 4, $6,000 was transferred from OBS to Ferrara; ii. On January 5, $2,000;

iii. On January 5, Ferrara charged $7.89 and $28.24 at Home Depot, recording as compensation;

iv. On January 6, Ferrara charged $9.82 at Home Depot, recording as compensation;

v. On January 7, Ferrara charged $242.66 at Cabela’s, recording as compensation;

vi. On January 8, Ferrara charged $166.71 at Home Depot, recording as compensation;

vii. On January 8, $10,000 was transferred to Ferrara; viii. On January 9, Ferrara charged $84.21 at Home Depot, recording as

compensation; ix. On January 11, Ferrara charged $2,421.20 at Sargent Appliance,

recording as compensation; x. On January 12, $38,000 was transferred from OBS to Ferrara;

xi. On January 12, Ferrara withdrew $4,635. [See Exhibit D, Disbursement Journal 2016]

c. As the Ferrara examples show, in just five days (from January 8 to

January 12), Ferrara took more than $55,000 from OBS. And

throughout 2016, Ferrara’s transfers continued in a similar way to the

above examples, with withdrawals, transfers, and charges totaling

$316,187.17. Other large Ferrara transfers in 2016 included: $40,000

on April 1, $11,000 on April 26, and $10,000 on July 5.

23. The following chart, which comes from OBS 990 compensation figures, lists

Maher’s and Ferrara’s purported “compensation” since OBS’s inception in

2002; for comparison, it also lists the dollar amount of donor contributions to

OBS.

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24. The chart shows that, as OBS contributions rose, Maher and Ferrara took

more and more of the contributions for themselves. But none of this

“compensation” was contemporaneously authorized by the OBS board; nor

was compensation set at any precise figure; nor was there a recording of

purported “compensation deferments”; nor was there any control over

withdrawals or transfers or expenditures for Maher or Ferrara. Rather,

Maher and Ferrara took what they wanted, when they wanted it.

D. False Statement

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25. In its Response to the Attorney General’s 1st Investigative Order, OBS

attempted to justify Maher’s and Ferrara’s compensation as including

reimbursement for past compensation deferred during OBS’s early years:

The first 10 years of the ministry was particularly painful financially for Messrs. Maher and Ferrara, who bore the brunt of paying for priestly care by sacrificing their savings, foregoing retirement plans, and the ability to save for their children’s college education. Although there was little money to pay for salaries, the board agreed upon an annual salary of $120,000 for each of them, with cost-of-living adjustments in the future. It was agreed that they would recover unpaid salary in the future when funding stabilized. [Exhibit B, OBS 1st Response, p. 16.]

26. The Charitable Trust Section considered OBS’s statement but could find no

evidence supporting it.

a. OBS’s financial statements and 990s through the years never listed a

liability stating deferred compensation owed to either Maher or

Ferrara; OBS has produced no such documentation regarding deferred

compensation; we are aware of no other record of this purported

“deferred compensation.”

b. Representatives of the Charitable Trust Section directly asked Paul

Barron and Fr. Perrone whether they had any recollection of an

agreement to pay Maher or Ferrara $120,000 per year plus cost-of-

living adjustments, or any other amount; neither recalled any such

agreement; Paul Barron stated that OBS could not have afforded two

full-time employees in its early years.

27. In submitting a written response to the Department stating that the OBS

board had agreed to pay Joe Maher and Peter Ferrara a salary of $120,000

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per year plus cost of living adjustments and to defer that salary in years that

OBS could not afford to pay the salary, OBS submitted a false statement to

the Department.

E. Board’s After-the-Fact Authorization of Maher’s and Ferrara’s

Compensation Breached its Fiduciary Duties.

28. In response to the Attorney General’s investigation, OBS’s board held a board

meeting in May 2017.

29. The OBS board had a fiduciary duty to preserve OBS assets and to itself

investigate OBS’s finances to ensure that OBS assets were being used—and

had been used in the past—as intended.

30. Instead of investigating and recovering personal expenses charged by Maher

and Ferrara and excessive compensation taken by Maher and Ferrara, OBS’s

board passed a resolution purporting to authorize Maher’s and Ferrara’s past

actions, including tens of thousands of possible personal expenses for meals,

auto, and travel, and hundreds of thousands in undocumented “deferred

compensation.” In so doing, the OBS board breached its fiduciary duties to

OBS.

F. Deceptive Solicitations

31. Beginning in 2014, OBS’s fundraising regularly increased to over $1 million

per year.

32. To raise these funds, OBS used mailers that told its donors emotionally-

appealing stories regarding priests OBS had purportedly helped. The

mailers, which came from OBS President Joe Maher, generally told donors

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that Maher just received a letter from a priest that OBS had helped; the

mailing then included a lengthy direct quote purportedly from the priest

telling his story. But OBS has admitted that the letters were not direct

quotes and were a “composition of multiple letters.” Exhibit E, 2nd Response,

p. 24. The Attorney General’s review of produced documents (OBS003121 –

3195) also confirms that the quotes are inaccurate. In fact, Maher was taking

portions of letters from different priests and—without disclosing this to

donors—rewriting the stories, often in a way that included greater emotional

appeal, to raise funds. By rewriting the letters, OBS also created an

immediacy of need in the mind of donors that may not have been present.

33. Other OBS solicitations spoke of OBS’s urgent need for funds to help priests,

but these solicitations were being sent at a time when Maher and Ferrara

were helping themselves to OBS assets, with far more going to themselves

than to OBS’s priest clients. See, e.g., Exhibit F, OBS000148 – OBS000155;

see especially OBS000151 “A Severe Shortage of Funds: Your help is needed

URGENTLY.”

III. Law

34. Section 301 of the Nonprofit Corporation Act requires that a nonprofit

corporation’s assets be used in conformity with the purposes of the corporation

and prohibits “the direct or indirect transfer of money or other property . . . to

or for the benefit of its directors of officers without adequate consideration.”

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35. Section 501 of the Nonprofit Corporation Act states: “The business and affairs

of a corporation shall be managed by or under the direction of its board, except

as otherwise provided in this act or in its article of incorporation.” MCL

450.2501.

36. Section 541 of the Nonprofit Corporation Act requires a director or officer of a

nonprofit corporation to discharge his duties “in good faith” and “with the care

of an ordinarily prudent person in a like position” and “in a manner he or she

reasonably believes is in the best interests of the corporation.” MCL 450.2541.

37. Section 545(5) of the Nonprofit Corporation Act allows the board to pay

reasonable compensation to officers for services to the nonprofit corporation.

MCL 250.2545.

38. Section 551 of the Nonprofit Corporation Act hold directors jointly and

severally liable to the nonprofit corporation for certain improper actions

resulting in a legally recoverable injury suffered by the corporation.

39. Section 821 of the Nonprofit Corporation Act permits the Attorney General to

bring an action in circuit court to dissolve a corporation that has “repeatedly,

willfully, and materially conducted its affairs in an unlawful manner.” MCL

450.2821.

40. Section 11 of the Supervision of Trustees for Charitable Purposes Act permits

the Attorney General to institute appropriate proceedings to secure compliance

with the Act and to “secure the proper accounting for the assets and

administration of any charitable trust.” MCL 14.261.

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41. Section 18 of the Charitable Organizations and Solicitations Act (Solicitations

Act) prohibits persons from engaging in a variety of acts. MCL 400.288. These

prohibited acts include:

(j) Divert or misdirect contributions to a purpose or organization other than that for which the funds were contributed or solicited.

(n) Employ any device, scheme, or artifice to defraud or obtain money or property from a person by means of a false, deceptive, or misleading pretense, representation, or promise.

(u)(ii) Submit any of the following to the attorney general . . . [a] document containing any materially false statement.

IV. Alleged Violations

The alleged violations below incorporate the facts alleged above and in every

other alleged violation.

Count I: No Board Governance – Dissolution under MCL 450.2821

42. From its incorporation in 2002 through May 2017, OBS’s business and affairs

were not managed under the direction of its board of directors.

43. In failing to manage OBS’s activities, OBS’s directors violated Section 501 of

the Nonprofit Corporation Act and breached their fiduciary duties in violation

of Section 541 of the Nonprofit Corporation Act.

44. The lack of board governance permitted OBS President Joe Maher and

Treasurer Peter Ferrara to divert OBS assets for personal benefit and to

draw unauthorized and excessive compensation in violation of Sections 301

and 545(5) of the Nonprofit Corporation Act.

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45. In operating without board governance from its incorporation in 2002

through May 2017, OBS “repeatedly, willfully, and materially conducted its

affairs in an unlawful manner,” and should be dissolved. MCL 450.2821.

Count II: No Controls over OBS Expenses – Accounting under MCL 14.261

46. From 2002 through the present, OBS’s directors failed to control OBS assets

and failed to preserve OBS assets from illicit personal use by OBS President

Joe Maher and Treasurer Peter Ferrara.

47. Under Section 11 of the Supervision of Trustees for Charitable Purposes Act,

the Attorney General alleges that OBS failed to account for its charitable

assets and should be required to account for its assets in court and to pay

restitution as warranted for any OBS assets used for personal benefit or in an

unauthorized manner. MCL 14.261.

Count III: Diversion of OBS Assets – Restitution under MCL 400.288(1)(j)

48. During the years 2014 to 2017, OBS recorded $749,137 as compensation for

OBS President Joe Maher and recorded $996,752 as compensation for OBS

Treasurer Peter Ferrara.

49. Except for the $120,000 salary authorized in May 2017 for Maher and

Ferrara, all amounts recorded as compensation for Maher and Ferrara during

the years 2014 to 2017 were unauthorized and constituted a diversion of

assets in violation of MCL 400.288(1)(j) and require restitution under MCL

400.290. Hence, the Attorney General seeks restitution of $629,137 from Joe

Maher and $876,752 from Peter Ferrara. Additionally, each act of diversion—

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namely, each withdrawal, transfer, or expenditure—constitutes a unique

violation of MCL 400.288(1)(j) and subjects Respondents to civil penalties of

up to $10,000 per violation under MCL 400.290.

50. For the years 2014 through present, all expenses determined to be personal

expenses (rather than authorized OBS expenses) following the accounting

requested in Count II constitute diversion of assets in violation of MCL

400.288(1)(j) and require restitution under MCL 400.290. Likewise, each

personal expense constitutes a unique violation of MCL 400.288(1)(j) and

subjects Respondents to civil penalties of up to $10,000 per violation under

MCL 400.290.

Count IV: Excessive Compensation – Restitution under MCL 450.2545a and

450.2551

51. In the alternative to Count III, to the extent compensation was authorized

after-the-fact by the OBS Board, the Attorney General alleges that, for the

years 2014 to present, any compensation exceeding $120,000 per year for Joe

Maher and $80,000 per year for Peter Ferrara was excessive. The Attorney

General seeks restitution of all excessive compensation under Sections 545a

and 551 of the Nonprofit Corporation Act.

Count V: False Statement – MCL 400.288(1)(u)(ii)

52. OBS’s 1st Response to the Attorney General’s Investigative Order stated that

OBS’s “board agreed upon an annual salary of $120,000 for each of them

[Maher and Ferrara], with cost-of-living adjustments in the future. It was

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agreed that they would recover unpaid salary in the future when funding

stabilized.” Directors Paul Barron and Fr. Eduard Perrone later told the

Attorney General that they had no recollection of such an agreement.

53. The Attorney General alleges that OBS submitted a materially false

statement to the Attorney General in violation of MCL 400.288(1)(u)(ii).

Count VI: OBS Board’s Authorization of Compensation Breached

Fiduciary Duties – MCL 450.2551

54. In May 2017, OBS’s board of directors met and passed a resolution

authorizing the prior actions of OBS officers Joe Maher and Peter Ferrara. In

authorizing Maher’s and Ferrara’s past actions, which included personal

expenses and unauthorized withdrawals, transfers, and expenditures

characterized as “compensation” and as “deferred compensation,” OBS

directors breached their fiduciary duties to OBS under Section 541 of the

Nonprofit Corporation Act and are jointly and severally liable to OBS for the

amounts taken under Section 551. MCL 450.2541; MCL 450.2551.

Count VII: Deceptive Solicitations – MCL 400.288(1)(n)

55. In its solicitations from 2014 through January 2018, OBS used deceptive

mailers that used quotes that represented to donors that they were from real

priests. In fact, the “quotes” from the priests were not quotes but were

compositions edited by OBS President Joe Maher and materially different

from the true quotations from priest correspondence to OBS. OBS used the

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quotes to increase the emotional appeal of its fundraisers, thereby helping it

raise more funds.

56. OBS solicitations also deceived donors by telling donors of an urgent need for

donations at times when OBS President Joe Maher and Treasurer Peter

Ferrara were helping themselves to OBS assets.

57. For every mailer sent between 2014 and January 2018, and for every

resulting donation, Respondents violated MCL 400.288(1)(n). The Attorney

General seeks restitution and civil penalties of up to $10,000 per violation.

V. Attorney General’s Authority 58. Section 20 of the Charitable Organizations and Solicitations Act specifies

the Attorney General’s authority to redress violations of the Act, including:

a. Issuing a Notice of Intended Action, MCL 400.290(4);

b. Issuing a Cease and Desist Order, MCL 400.290(4);

c. Bringing a civil action in court with a fine of up to $10,000 per

violation, MCL 400.290(1);

d. Accepting an Assurance of Discontinuance, MCL 400.290(4); and

e. Requesting injunctive relief, attorney fees and costs, and restitution,

MCL 400.290(1).

59. Section 20 of the Solicitations Act allows the Attorney General to proceed

against individual officers, directors, shareholders, or controlling members

of OBS. MCL 400.290(1).

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60. Section 821 of the Nonprofit Corporation Act permits the Attorney General to

bring an action in circuit court to dissolve a corporation that has “repeatedly,

willfully, and materially conducted its affairs in an unlawful manner.” MCL

450.2821.

VI. Cease and Desist Order

61. The Attorney General HEREBY ORDERS Opus Bono Sacerdotti, Inc. to

CEASE AND DESIST all unlawful solicitations as described in the above

violations and all unauthorized or excessive compensation or personal

expenses. Within fourteen (14) days, OBS must confirm in writing to the

Attorney General its compliance with this order.2

62. Violations of this order may result in a civil action for restitution, civil fines,

litigation costs, and injunctive relief. Continuing violations may also result

in additional violations alleged in any civil action.

VII. Opportunity to Respond or to Confer with the Attorney General

63. Within twenty-one (21) days of receiving this Notice, OBS has an

opportunity to respond to the undersigned Assistant Attorney General and

to confer with the undersigned Assistant Attorney General in reaching an

appropriate assurance of discontinuance or settlement agreement.

2 The Attorney General notes that OBS has already affirmed to the Department that it has ceased using the deceptive solicitations in question; nevertheless, the Department has continuing concerns that OBS officers Maher and Ferrara continue to divert OBS assets and/or receive excessive compensation.

64. If no satisfactory resolution is reached during this period, the Attorney

General intends to bring a civil action against Opus Bono Sacerdotti and its

directors and officers in Ingham County Circuit Court. The Attorney

General will request restitution, civil fines, the awarding of litigation costs,

injunctive relief, and the dissolution of DBS.

BILL SGilUETTEATTORNEY GENERAL

William R. BToompeld (P68515)Assistant Attorney GeneralCorporate Oversight DivisionP.O. Box 30755

Lansing, MI 48909Phone: (517) 373-1160bloomfieldw@michigan.gov

Date: July 19, 2018

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