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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21361 / January 6, 2010  Accounting and Auditing Enforcement Release No. 3094 / January 6, 2010  Securities and Exchange Commission v. Daniel H. Bayly, et al., Civil Action No. H-03-0946 (S.D. Tex.)  SEC SETTLES WITH FORMER MERRILL LYNCH EXECUTIVE FOR AIDING AND ABETTING ENRON FRAUD  The Securities and Exchange Commission ("Commission") announced today that, on December 31, 2009, the U.S. District Court in Houston entered a final judgment in the Commission's civil action against Daniel H. Bayly ("Bayly"), former global head of investment banking at Merrill Lynch & Co., Inc. ("Merrill Lynch").  On March 17, 2003,  the Commission charged Bayly and three other former executives of Merrill Lynch  with aiding and abetting Enron Corp.'s earnings manipulation. That action remains stayed against Bayly's co-defendants pending resolution of a parallel criminal prosecution. On March 17, 2003,  the Commission also sued and simultaneously settled all of its Enron aiding-and-abetting charges against Merrill Lynch , which was enjoined from violating the federal securities laws and paid $80 million in financial sanctions for distribution to injured investors through the Commission's Enron Fair Fund.  Without admitting or denying the allegations in the Commission's complaint, Bayly has now been permanently enjoined from violating the antifraud provisions, as well as from aiding and abetting violations of the periodic reporting, books-and-records, and internal controls provisions; barred from serving as an officer or director of a public company for five years; and ordered to pay $300,001 in disgorgement and civil money penalties for deposit into the Commission's Enron Fair Fund.  As alleged in the Commission's complaint, Bayly substantially assisted Enron's sham sale of an interest in certain Nigerian barges during late 1999. Although the interest in these barges purportedly passed to a special purpose entity in which Merrill Lynch invested equity capital, Bayly had received an oral commitment from Enron's then-Chief Financial Officer, Andrew Fastow, that Merrill Lynch would be repaid within six months at a specified rate of return. In substance, this side agreement transformed what was supposed to be an equity investment into a bridge loan with a fixed interest rate. The complaint alleged that Bayly helped enable this sham "sale" on Enron's interest in the Nigerian barges so as to maintain favorable relations with Enron. By participating in the arrangement ¢€" which allowed Enron fraudulently to record $28 million in revenue and $12 million in pre-tax income ¢€" Bayly aided and abetted Enron's violations of the federal securities laws.  For more information, see Litigation Release No.  18038  (March 17, 2003). 								
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diff --git a/raw/aaer/2010/AAER-3095.pdf b/raw/aaer/2010/AAER-3095.pdf
new file mode 100644
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diff --git a/raw/aaer/2010/AAER-3096.txt b/raw/aaer/2010/AAER-3096.txt
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--- /dev/null
+++ b/raw/aaer/2010/AAER-3096.txt
@@ -0,0 +1,157 @@
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+ UNITED STATES  OF AMERICA 
+ before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61301 / January 6, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3096 / January 6, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13737 
+       
+      :  
+ :  
+ :   
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+      : PROCEEDINGS PURSUANT TO RULE 
+  SCOTT T. VEECH, CPA, : 102(e)  OF THE COMMISSION’S RULES OF 
+      : PRACTICE, MAKING FINDINGS, AND 
+  Respondent.   : IMPO SING REMEDIAL SANCTIONS 
+      :  
+      :  
+____________________________________ :   
+  
+ 
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Scott T. 
+Veech (“Respondent” or “Veech”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1   
+ 
+                                                 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+ 
+ The Commission, with due regard to the public  interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 2
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in paragraph III.B.3. below, which are admitted, 
+Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to 
+Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
+Sanctions (“Order”), as set forth below.   
+ 
+III. 
+ 
+ On the basis of this Order and Respon dent’s Offer, the Commission finds that: 
+ 
+ 1. Veech, age 47, has been  a certified public accountant licensed to practice in 
+the State of Pennsylvania.  He served as Chief Financial Officer of Merge Healthcare Inc., f/k/a 
+Merge Technologies, Inc. (“Merge”) from July 2002 until his resignation in July 2006. 
+ 
+ 2. Merge was, at all relevant times, a Wisconsin corporation with its principal 
+place of business in Milwaukee, Wisconsin.  Merge develops medical imaging and information 
+management software and delivers related services.  At all relevant times, Merge’s common stock 
+was registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 
+1934 (“Exchange Act”), and traded on the NASDAQ Small Cap or National Market. 
+ 
+ 3. On November 4, 2009, the Commission filed a complaint against Veech in 
+SEC v. Merge Healthcare, et al.
+ (Civil Action No. 2:09-cv-01036).  On November 17, 2009, the 
+court entered an order permanently enjoining Veech, by consent, from future violations of Section 
+17(a) of the Securities Act of 1933 and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 
+10b-5, 13a-14, 13b2-1 and 13b2-2 thereunder, and aiding and abetting violations of Sections 13(a), 
+13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 
+thereunder.  Veech was also ordered to pay $180,000 in disgorgement of ill-gotten gains and 
+$50,000 in prejudgment interest; and a $50,000 civil money penalty.  Veech neither admitted nor 
+denied the allegations of the complaint. 
+ 
+   4. The Commission’s complaint alle ged, among other things, that Veech 
+participated in a fraudulent scheme which resulted in Merge filing materially false and misleading 
+financial statements in the company’s annual report on Form 10-K for the fiscal years ended 
+December 31, 2002, December 31, 2003 and December 31, 2004, and in the company’s quarterly 
+reports on Form 10-Q for the first three quarters of fiscal year 2005.  The Complaint alleged that 
+Veech engaged in improper accounting practices that materially increased Merge’s annual and 
+quarterly revenue and net income in a departure from generally accepted accounting principles.  
+These practices included, among other things, causing Merge to recognize revenue improperly on 
+transactions in which Merge promised specified future software enhancements to customers. 
+ 3
+ 
+ 
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Veech’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that: 
+ 
+ A. Veech is suspended fr om appearing or practicing before the Commission as an 
+accountant.  
+ 
+ B. After three years from the date of this  order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+      
+       1. a preparer or reviewer, or  a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+      
+  2.    an independent accountant.  Such an application must satisfy the 
+Commission that: 
+      
+           (a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+ 
+   (b) Respondent, or the registered  public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the respondent’s or the firm’s quality control system that would indicate 
+that the respondent will not receive appropriate supervision; 
+   (c) Respondent has resolved all di sciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+ 
+   (d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards.   
+      
+ 4
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy.  However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
\ No newline at end of file
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+  
+  
+ 
+                                                
+ 
+     
+ 
+   
+   
+  
+  
+  
+ 
+ 
+ 
+  
+      
+ UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61305 / January 7, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3097 / January 7, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13738 
+In the Matter of 
+ CHARLES A. GRAY, CPA, 
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS 
+PURSUANT TO SECTION 4C OF THE 
+SECURITIES EXCHANGE ACT OF 1934 
+AND RULE 102(e) OF THE COMMISSION’S 
+RULES OF PRACTICE, MAKING 
+FINDINGS, AND IMPOSING REMEDIAL 
+SANCTIONS 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative proceedings be, and hereby are, instituted against Charles A. Gray, CPA 
+(“Respondent”) pursuant to Section 4C
+1 of the Securities Exchange Act of 1934 (“Exchange Act”) 
+and Rule 102(e)(1)(ii) of the Commission’s Rules of Practice. 2 
+1 Section 4C provides, in relevant part, that: 
+The Commission may censure any person, or deny, temporarily or permanently, to any person the privilege 
+of appearing or practicing before the Commission in any way, if that person is found . . . (1) not to possess the 
+requisite qualifications to represent others . . . (2) to be lacking in character or integrity, or to have engaged in 
+unethical or improper professional conduct; or (3) to have willfully violated, or willfully aided and abetted the 
+violation of, any provision of the securities laws or the rules and regulations thereunder. 
+2 Rule 102(e)(1)(ii) provides, in pertinent part, that: 
+The Commission may . . . deny, temporarily or permanently, the privilege of appearing or practicing before 
+it . . . to any person who is found . . . to have engaged in unethical or improper professional conduct. 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+                                                 
+    
+ 
+ 
+   
+ 
+  
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (“Offer”) which the Commission has determined to accept.  Solely for the purpose of 
+these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
+which the Commission is a party, and without admitting or denying the findings herein, except as 
+to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 
+admitted, Respondent consents to the entry of this Order Instituting Public Administrative 
+Proceedings Pursuant to Section 4C of the Securities Exchange Act of 1934 and Rule 102(e) of the 
+Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions (“Order”), 
+as set forth below. 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds3 that: 
+RESPONDENT 
+Charles A. Gray is a certified public accountant licensed by the state of Oklahoma.  During 
+the period at issue here, he was a partner in Murrell, Hall, McIntosh & Co. PLLP, an accounting 
+firm registered with the Public Company Accounting Oversight Board (the “PCAOB”).4 
+FACTS 
+1. Jerry D. Cash, the former Chief Executive Officer and chairman of Quest Resource 
+Corporation (“Quest Resource”) and the general partner of Quest Energy Partners, L.P. (“Quest 
+Energy” and, together with Quest Resource, “Quest”), with the aid of David E. Grose, Quest’s 
+former Chief Financial Officer, misappropriated millions from Quest through insider loans that 
+were also undisclosed related party transactions.  Between 2005 and August, 2008, Cash 
+embezzled $10 million from Quest by transferring funds between Quest-related entities and 
+companies he owned and controlled.  As a result of Cash’s and Grose’s activities, Quest failed to 
+disclose, or inadequately disclosed, the related party transactions in periodic filings, registration 
+statements, and proxy statements.
+5 
+2. Respondent acted as the engagement partner on Murrell Hall’s (a) audits of Quest 
+Resource’s annual financial statements for years ended December 31, 2005, 2006 and 2007; (b) 
+reviews of Quest Resource’s quarterly financial statements during 2005, 2006, and 2007; (c) audit 
+of Quest Energy’s annual financial statements for the year ended December 31, 2007; and (d) 
+3 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other 
+person or entity in this or any other proceeding. 
+4 Effective August 1, 2008, Eide Bailly LLP, a PCAOB-registered accounting firm, acquired Murrell Hall’s assets. 
+Following the acquisition, Respondent became a partner in Eide Bailly. 
+5 See SEC v. Jerry D. Cash, et al., Lit. Rel. No. 21087 (June 17, 2009) 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+review of Quest Energy’s quarterly financial statements for the quarter ended September 30, 2007.  
+These financial statements were included in the companies’ Forms 10-K and Forms 10-Q filed 
+with the Commission. 
+3. During Murrell Hall’s audit of Quest Resource’s financial statements for the year 
+ended December 31, 2005, Respondent became aware of transfers totaling $2 million between 
+Quest Resource and Rockport Energy LLC, a company Cash controlled. 
+4. At or near the time of the conclusion of Murrell Hall’s audits of Quest’s financial 
+statements for the year ended December 31, 2007, Respondent learned that Quest had engaged in a 
+circular series of funds transfers to and from Rockport totaling $10 million.  When Respondent 
+learned of these transfers, $10 million was outstanding. 
+5. In the course of providing these professional services, Respondent failed to 
+undertake adequate procedures to determine whether the transfers to Rockport were properly 
+recorded and disclosed in Quest’s annual and quarterly financial statements during 2005, 2006 and 
+2007. Among other things, Respondent failed to undertake adequate procedures to ascertain the 
+terms and other details of the transactions; to determine whether the transactions were authorized 
+by Quest’s board of directors; or whether Quest had properly accounted for the transactions, 
+including whether it had established appropriate reserves against Rockport’s inability to repay the 
+amounts.   
+6. Respondent also failed to adequately consider whether the transfers to Rockport 
+may constitute fraud or an illegal act.  See PCAOB Standards and Related Rules, AU §§ 316 and 
+722.32. Furthermore, Respondent failed to adequately consider whether the transfers to Rockport 
+violated Section 13(k) of the Securities Exchange Act of 1934, which prohibits any issuer to make, 
+directly or indirectly, “personal loans” to any executive officer.   
+Violations 
+Section 4C of the Exchange Act and Rule 102(e)(1)(ii) provide that the Commission may 
+temporarily or permanently deny an accountant the privilege of appearing or practicing before it if 
+it finds, after notice and opportunity for hearing, that the accountant engaged in “improper 
+professional conduct.” In relevant part, Section 4C(b) and Rule 102(e)(1)(iv) define ‘improper 
+professional conduct’ to include either of the following two types of negligent conduct:  
+(1) A single instance of highly unreasonable conduct that results in a violation of applicable 
+professional standards in circumstances in which an accountant, or a person associated with 
+a registered public accounting firm, knows, or should know, that heightened scrutiny is 
+warranted, or 
+(2) Repeated instances of unreasonable conduct, each resulting in a violation of applicable 
+professional standards, that indicate a lack of competence to practice before the 
+Commission. 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+ 
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+Findings 
+Based on the foregoing, the Commission finds that Respondent engaged in improper 
+professional conduct pursuant to Section 4C of the Exchange Act and Rule 102(e)(1)(ii) of the 
+Commission’s Rules of Practice. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Respondent is denied the privilege of appearing or practicing before the 
+Commission as an accountant. 
+B. After five years from the date of this Order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (Attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of a public company’s financial statements that are filed with the Commission.  Such an 
+application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the PCAOB in accordance with the Sarbanes-Oxley Act of 2002, 
+and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the PCAOB and that inspection did not identify any 
+criticisms of or potential defects in Respondent’s or the firm’s quality control system that would 
+indicate that Respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the PCAOB, 
+and has complied with all terms and conditions of any sanctions imposed by the PCAOB (other 
+than reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the PCAOB, including, but not limited to, 
+4
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+   
+ 
+all requirements relating to registration, inspections, concurring partner reviews and quality 
+control standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+5
+ 
\ No newline at end of file
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+UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61315 / January 7, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3100 / January 7, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13489 
+ 
+ 
+ 
+In the Matter of 
+ 
+POLLARD KELLEY 
+AUDITING SERVICES, 
+INC. and TERANCE 
+KELLEY, CPA,  
+ 
+Respondents. 
+ 
+ 
+ 
+ 
+ 
+ 
+ORDER MAKING FINDINGS AND 
+IMPOSING REMEDIAL SANCTIONS 
+PURSUANT TO RULE 102(e) OF THE 
+COMMISSION’S RULES OF 
+PRACTICE   
+ 
+ 
+ 
+I. 
+ 
+ On May 27, 2009, the Securities and Exchange Commission (“Commission”) 
+instituted public administrative proceedings against Pollard Kelley Auditing Services, Inc. 
+(“Pollard-Kelley”) and Terance Kelley, CPA (“Kelley”) (together, “Respondents”), 
+pursuant to Rule 102(e)(1)(ii) of the Commission’s Rules of Practice. 
+1 
+                                                 
+1  Rule 102(e)(1) provides, in pertinent part:  “The Commission may censure a person or deny, 
+temporarily or permanently, the privilege of appearing or practicing before it . . . to any person who is 
+found . . . (ii) to be lacking in character or integrity or  to have engaged in unethical or improper 
+professional conduct.” 
+ 
+ With respect to persons licensed to practice as accountants, Rule 102(e)(1)(iv) provides that 
+“improper professional conduct” means:   
+ 
+ (A) intentional or knowing conduct, including reckless conduct, that results in a violation 
+of applicable professional standards; or (B) either of the following two types of negligent 
+conduct: (1) a single instance of highly unreasonable conduct that results in a violation of 
+applicable professional standards in circumstances in which an accountant knows, or 
+should know, that heightened scrutiny is warranted.  (2) repeated instances of 
+II. 
+ 
+The Respondents have submitted an Offer of Settlement (“Offer”), which the 
+Commission has determined to accept.  Solely for the purpose of these proceedings and any 
+other proceeding brought by or on behalf of the Commission, or to which the Commission 
+is a party, and without admitting or denying the findings herein, except as to the 
+Commission’s jurisdiction over them and the subject matter of these proceedings, which 
+are admitted, Respondents consent to the entry of this Order Making Findings and 
+Imposing Remedial Sanctions Pursuant to Rule 102(e) of the Commission’s Rules of 
+Practice (“Order”), as set forth below. 
+ 
+III. 
+ 
+On the basis of this Order and Respondents’ Offer, the Commission finds that: 
+ 
+Summary 
+ 
+           1. These proceedings arise out of a deficiency in Respondents’ 2006 audit of 
+Pegasus Wireless Corporation’s financial statements.  During the 2006 audit, Respondents 
+violated numerous professional standards by failing to obtain written representations from 
+Pegasus’ management and failing to exercise due care and professional skepticism.  In early 
+2008, nearly one year after completing the audit and after being sued by Pegasus investors 
+for securities fraud, Respondents added additional workpapers to their audit documentation, 
+which masked deficiencies in the audit.  By adding workpapers after the fact and adding 
+them to their audit documentation, without identifying the date they were added or the 
+reason for adding them, Respondents violated Public Company Accounting Oversight 
+Board (“PCAOB”) Auditing Standard No. 3.  Respondents’ conduct, as further described 
+below, constituted improper professional conduct within the meaning of Rule 102(e)(1)(ii) 
+and (iv).  
+ 
+Respondents 
+ 
+ 2. Pollard Kelley Auditing Services, Inc. is a Colorado corporation licensed 
+to do business in Colorado and Ohio.  Pollard-Kelley is a public accounting firm 
+registered with the PCAOB.  According to corporate filings, its principal place of 
+business is Kelley’s Colorado home.  Pollard-Kelley has five employees, including 
+Kelley.  The firm served as Pegasus’ independent auditor from mid-2005 through 
+approximately November 2007.  As auditor, Pollard-Kelley opined that Pegasus’ 2005 
+and 2006 financial statements were prepared in conformity with Generally Accepted 
+Accounting Principles (“GAAP”) and that Pollard-Kelley had conducted audits in 
+accordance with the PCAOB’s standards.  
+ 
+ 3. Terance Kelley, CPA, age 62, resides in Lake City, Colorado.  He formed 
+Pollard-Kelley and is its vice president of audit services.  He performs the vast majority of 
+                                                                                                                                                
+ 
+unreasonable conduct, each resulting in a violation of applicable professional standards, 
+that indicate a lack of competence to practice before the Commission. 
+ 2
+the firm’s audits and performed the audits of Pegasus’ 2005 and 2006 financial statements, 
+as well as quarterly reviews of Pegasus financial statements through approximately 
+November 2007.  He is licensed as a certified public accountant in Ohio.  
+ 
+Related Party 
+ 
+ 4. Pegasus Wireless Corporation is a Nevada corporation formed in 2000.  
+After several failed enterprises, it became a shell company by 2003.  In June 2005, through 
+a series of reverse mergers, it acquired OTC Wireless, Inc., a private company incorporated 
+in California that designs wireless networking devices.  Pegasus had headquarters in 
+Fremont, California, until about January 2007.  It currently maintains a mailbox in Palm 
+Beach, Florida.  During the relevant period, its securities were registered pursuant to 
+Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”).  Its shares most 
+recently traded on the OTC Bulletin Board and briefly traded on NASDAQ in 2006.  
+Pegasus filed for bankruptcy in January 2008. 
+ 
+Respondents’ Improper Professional Conduct
+ 
+ 
+ Pegasus’ Fraud Scheme 
+ 
+ 5. From 2006 through 2008, Pegasus officers defrauded investors by creating 
+backdated promissory notes memorializing a phony debt, which they used to issue 
+unrestricted shares of Pegasus stock to individuals and entities they controlled.  Pegasus 
+issued nearly 480 million shares – 75% of its outstanding shares – based on the fake, 
+backdated promissory notes, resulting in massive dilution of the existing shareholders’ 
+ownership interest.  The individuals and entities who received shares dumped the stock on 
+the open market and funneled many millions in proceeds to Pegasus officers.   
+ 
+6. Pegasus misled investor s about why it issued the shares.  For example, in 
+the financial statements included in its quarterly report on Form 10-QSB for the quarter 
+ended September 30, 2006, Pegasus stated:  “During the third quarter the Company issued 
+5,276,016 shares to satisfy $263,800 debt [sic] owed by the Company from prior to the 
+change in control [in 2005].”  Similarly, in the financial statements in its annual report on 
+Form 10-KSB for the year ended December 31, 2006, Pegasus represented:   
+ 
+During 2006 the Company issued 7,376,016 shares of 
+common stock to satisfy $368,532 debt [sic] owed by the 
+Company from prior to the change in control. . . .  The 
+Company is obligated on notes payable amounting to 
+$145,000 remaining balance which were undisclosed when 
+current management took control of the shell company.  
+These notes were entered into at various times in 2003 and 
+were 2 year notes, all of which have matured.  The notes . . . 
+are convertible into common stock of the parent company at 
+the discretion of the holder.  Management two steps back 
+ 3
+failed to disclose these notes to subsequent management, 
+thus current management was unaware of their existence. 
+ 
+In truth, Pegasus officers in 2006 concocted the debt as a means to enrich themselves. 
+ 
+ Respondents’ Deficient 2006 Audit 
+ 
+7. From mid-2005 through approximately  October 2007, Respondents served 
+as Pegasus’ independent auditor, auditing the company’s 2005 and 2006 financial 
+statements and reviewing its quarterly statements through the second quarter of 2007. 
+ 
+8. In March 2007, during field work fo r the 2006 audit, Respondents noted 
+Pegasus’ disclosures that it had issued stock to pay previously undisclosed debt.  The 
+alleged debt described in the September 30, 2006 10-QSB had grown from $263,800 to 
+$368,532 at year-end, as had the number of shares issued.  (Pegasus had additional debt, 
+which had been previously disclosed, on its balance sheet.)  Moreover, the number of 
+shares issued by year-end based on the alleged debt (7,376,016) equaled more than one 
+third of Pegasus’ then-outstanding shares. 
+ 
+ 9. Respondents advised Pegasus in writi ng that they needed copies of “all 
+agreements in connection with the conversion of $368,532 of debt into common stock.”  
+Pegasus’ CFO agreed to provide the information.  Respondents also sent additional emails 
+seeking this information. 
+ 
+10. Respondents also requested Pegasus to  explain the “basis for the 7,376,016 
+shares of common stock issued to satisfy $368,532 of debt.”  On March 28, 2007, Pegasus’ 
+CFO replied in writing:  “Huh? isn’t that rather obvious.”  Kelley’s contemporaneous notes 
+reflect that he continued to have questions about the item. 
+ 
+11. Pegasus failed to provide the promis ed information or other substantiation 
+or explanation for the alleged debt.  Pegasus also failed to provide additional requested 
+information to Respondents, including detail for prepaid expenses; a cash summary, bank 
+reconciliations, and bank statements; supporting invoices for research and development 
+purchases; a breakdown of the goodwill balance; and a copy of an acquisition agreement.  
+Despite these open items, Respondents rendered an unqualified opinion on Pegasus’ 2006 
+financial statements and affirmed its audit was in accordance with the PCAOB’s standards.  
+Pegasus included the opinion in its 2006 annual report on Form 10-KSB filed April 3, 
+2007.      
+   
+12. Respondents also failed to obtain a signed management representation letter 
+from Pegasus for the 2006 audit. 
+ 
+13. PCAOB auditing standards require auditors to exercise reasonable diligence 
+and due professional care in performing an audit.  “Due professional care requires the 
+auditor to exercise professional skepticism. . . . [i.e.,] an attitude that includes a 
+questioning mind and a critical assessment of audit evidence.”  AICPA Codification of 
+ 4
+Statements on Auditing Standards, “Due Professional Care in the Performance of Work,” 
+AU § 230.07.  “The auditor neither assumes that management is dishonest nor assumes 
+unquestioned honesty.  In exercising professional skepticism, the auditor should not be 
+satisfied with less than persuasive evidence because of a belief that management is 
+honest.”  AU § 230.09.  Moreover, an auditor must obtain “sufficient competent 
+evidential matter” to provide “a reasonable basis for forming an opinion.” AU § 326.22. 
+ 
+14. In addition, PCAOB auditing standard s establish a requirement that the 
+auditor obtain written representations from management as part of an audit.  AU § 333.01.  
+The specific representations an auditor should obtain relate to, among other things, 
+management’s acknowledgement of its responsibility for the financial statements; its belief 
+that the financial statements are fairly presented in conformity with GAAP, and the 
+completeness of information provided.  AU § 333.06.  Management’s refusal to furnish 
+written representations constitutes a limitation on the scope of the audit sufficient to 
+preclude an unqualified opinion and is ordinarily sufficient to cause an auditor to disclaim 
+an opinion or withdraw from the engagement.  AU § 333.13. 
+ 
+15. Respondents departed from the sta ndards described above by failing to 
+obtain competent evidential matter for the alleged debt and other matters and failing to 
+exercise professional skepticism.  
+ 
+16. Respondents further departed from these standards by failing to obtain a 
+written management representation letter from Pegasus for the 2006 audit. 
+ 
+17. During reviews of Pegasus’ quarterly financial statements for the quarters 
+ended March 31, 2007, and June 30, 2007, Respondents continued to request information 
+about the alleged debt and other items, but received nothing regarding the debt or other 
+items. 
+ 
+Respondents Added Documents to Their Audit Work Papers After the Audit 
+ 
+ 18. In late 2007, a Pegasus investor, seeking to represent a class of injured 
+shareholders, sued Pollard-Kelley and others for securities fraud.  Pollard-Kelley was 
+served with the complaint on December 29, 2007. 
+ 
+ 19. On January 1, 2008, Kelley e-mailed the Pegasus CFO and CEO, stating:  
+“We have been named defendants in [a lawsuit] against Pegasus, et al.  Please give me a 
+call and bring me up to date concerning this matter.”  The e-mail further stated:  “ALSO, 
+THIS IS THE TIME TO GET THE FINAL SCHEDULES NEEDED FOR THE 2006 
+AUDIT TO ME!!!!!!”  
+ 
+20. On February 19, 2008,  in connection with its investigation relating to 
+Pegasus, SEC staff requested Pollard-Kelley to produce documents, including documents 
+relating to Pegasus’ disclosures about how and why it issued shares to pay the purported 
+convertible debt. 
+ 
+ 5
+ 21. In early 2008, having received notice of a shareholder suit involving 
+Pegaus, Respondents added an unsigned, written management representation letter to the 
+audit work papers.  The letter purported to reflect the CEO and CFO’s confirmation that the 
+2006 financial statements are fairly presented in conformity with GAAP; that they made 
+available to Pollard-Kelley all financial records and related data; and that they had no 
+knowledge of fraud involving management.  The letter was not signed by Pegasus’ CEO or 
+CFO.  Rather, Kelley made a handwritten note on the last page of the letter:  “Verbally 
+acknowledged & confirmed . . . by [Pegasus’ CFO] over the phone.  Hard copy to follow.”   
+ 
+22. Kelley, however, testified that he added the workpaper to the audit 
+documentation in 2008.   
+23. In addition to adding the written management representation letter to the 
+audit documentation, Respondents added an undated memo to explain why they opined on 
+Pegasus’ 2006 financial statements despite numerous open items.  The memo states:  
+At the time [Pegasus filed its 10-KSB] a request for 
+additional information and support was made to the client . . 
+. . [W]e were told the materials requested would be 
+provided.  The 45 day period of wrapping up audit 
+documentation passed on May 13, 2007 without the receipt 
+of the requested materials. 
+At that time the firm considered what it should do.  
+Provisions of AU 390 were considered.  The firm knew of 
+no reason to suspect the accuracy of the filed financial 
+statements.  [The] CFO is a knowledgeable, competent 
+experiences [sic] accountant, with many years experience.  
+Past audits have shown a consistent accuracy of the 
+Company’s records under [the CFO’s] leadership.  We did 
+not know or have any reason to believe the statements as 
+filed were misleading . . . . 
+We concluded that even with the omitted procedures our 
+audit work papers still supported our opinion.  However, we 
+will continue to try to obtain the information requested the 
+complete the additional audit procedures for the items 
+requested on [the 10-KSB filing date]. 
+24. When Kelley created the document in early 2008 and added it, he was still 
+being told by the CFO of Pegasus that documentation was forthcoming, but he was 
+suspicious whether the CFO would ever provide the requested documents. 
+25. PCAOB Auditing Standard  No. 3 provides that “[a] complete and final set 
+of audit documentation should be assembled for retention as of a date not more than 45 
+days after the report release date” (i.e., the “date the auditor grants permission to use the 
+auditor’s report in connection with the issuance of the company’s financial statements”).  
+ 6
+¶¶ 14-15.  Although the standard recognizes that “[c]ircumstances may require additions to 
+audit documentation after the report release date,” it states that “[a]ny documentation added 
+must indicate the date information was added, the name of the person who prepared the 
+additional documentation, and the reason for adding it.”  ¶ 16. 
+26. Respondents departed from this sta ndard by adding the written management 
+representation to the audit documentation in early 2008 without indicating when it was 
+added or the reason for adding it. 
+27. Respondents further departed from this standard by adding the undated 
+memo to the audit documentation without indicating when it was added.         
+ 
+Violations 
+ 
+ 28. Rule 102(e)(1) provides, in pertinen t part:  “The Commission may censure a 
+person or deny, temporarily or permanently, the privilege of appearing or practicing before 
+it . . . to any person who is found . . . (ii) to be lacking in character or integrity or  to have 
+engaged in unethical or improper professional conduct.”  With respect to persons licensed 
+to practice as accountants, Rule 102(e)(1)(iv) provides that “improper professional 
+conduct” means:   
+ 
+(A) Intentional or knowing conduct, including reckless conduct, that results 
+in a violation of applicable professional standards; or (B) Either of the 
+following two types of negligent conduct:  
+(1) A single instance of highly unreasonable conduct that results in a 
+violation of applicable professional standards in circumstances in 
+which an accountant knows, or should know, that heightened 
+scrutiny is warranted.   
+(2) Repeated instances of unreasonable conduct, each resulting in a 
+violation of applicable professional standards, that indicate a lack of 
+competence to practice before the Commission. 
+ 
+Findings
+ 
+ 
+29. Based on the foregoing, the Commission finds that Respondents engaged in 
+improper professional conduct pursuant to Rule 102(e)(1)(ii) of the Commission’s Rules of 
+Practice. 
+  
+IV. 
+ 
+In view of the foregoing, the Commission deems it appropriate to impose the 
+sanctions agreed to in Respondents’ Offer. 
+ 
+ 
+ 
+ 7
+ 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that : 
+ 
+A.  Respondents are each denied the privilege of appearing or practicing 
+before the Commission as an accountant.  
+ 
+B. After five years from the date of th is order, Respondents may each request 
+that the Commission consider his or its reinstatement by submitting an application 
+(attention: Office of the Chief Accountant) to resume appearing or practicing before the 
+Commission as: 
+      
+       1. a preparer or reviewer, or  a person responsible for the preparation 
+or review, of any public company’s financial statements that are filed with the 
+Commission.  If submitted by Kelley, such an application must satisfy the Commission 
+that Kelley’s work in his practice before the Commission will be reviewed either by the 
+independent audit committee of the public company for which he works or in some other 
+acceptable manner, as long as he practices before the Commission in this capacity; and 
+      
+  2.    an independent accountant.  Such an application must satisfy the 
+Commission that: 
+      
+           (a) Respondents, or the public accounting firm with which 
+Kelley is associated, are registered with the Public Company Accounting Oversight 
+Board (“Board”) in accordance with the Sarbanes-Oxley Act of 2002, and such 
+registration continues to be effective; 
+ 
+   (b) Respondents, or the regi stered public accounting firm with 
+which Kelley is associated, have been inspected by the Board and that inspection did not 
+identify any criticisms of or potential defects in Kelley’s or the firm’s quality control 
+system that would indicate that Kelley will not receive appropriate supervision; 
+ 
+   (c) Respondents have resolved all disciplinary issues with the 
+Board, and each has complied with all terms and conditions of any sanctions imposed by 
+the Board (other than reinstatement by the Commission); and 
+ 
+   (d) Respondents each acknowledge  his or its responsibility, as 
+long as either Respondent appears or practices before the Commission as an independent 
+accountant, to comply with all requirements of the Commission and the Board, including, 
+but not limited to, all requirements relating to registration, inspections, concurring partner 
+reviews and quality control standards.   
+ 
+C. The Commission will consider an a pplication by either Respondent to 
+resume appearing or practicing before the Commission provided that his or its state CPA 
+license is current and he or it has resolved all other disciplinary issues with the applicable 
+state boards of accountancy.  However, if state licensure is dependent on reinstatement by 
+ 8
+ 9
+the Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to either Respondent’s character, integrity, professional 
+conduct, or qualifications to appear or practice before the Commission. 
+ 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       Elizabeth M. Murphy 
+       S e c r e t a r y  
+ 
\ No newline at end of file
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+ 
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+ 
+UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61325 / January 11, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3101 / January 11, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13742 
+: 
+In the Matter of : ORDER INSTITUTING CEASE-AND-DESIST 
+: PROCEEDINGS, MAKING FINDINGS, AND 
+NATCO GROUP INC. : IMPOSING A CEASE-AND-DESIST ORDER 
+: PURSUANT TO SECTION 21C OF THE 
+: SECURITIES EXCHANGE ACT OF 1934 
+Respondent. : 
+: 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that 
+cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
+Securities Exchange Act of 1934 (“Exchange Act”) against NATCO Group Inc. (“Respondent” 
+or “NATCO”). 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the 
+findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
+matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 
+Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist 
+Order Pursuant to Section 21C of the Securities Exchange Act of 1934 (“Order”), as set forth 
+below. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+  
+ 
+  
+     
+ 
+ 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 
+Summary 
+1. In this Foreign Corrupt Practices Act case, TEST Automation & Controls, Inc. 
+(“TEST”), a wholly owned subsidiary of oil field services provider NATCO Group Inc., created 
+and accepted false documents while paying extorted immigration fines and obtaining 
+immigration visas in the Republic of Kazakhstan.  NATCO’s system of internal accounting 
+controls failed to ensure that TEST recorded the true purpose of the payments, and NATCO’s 
+consolidated books and records did not accurately reflect these payments.   
+Respondent 
+2. NATCO Group Inc., a Delaware corporation with its headquarters in Houston, 
+Texas, designs, manufactures, and markets oil and gas production equipment and systems that 
+are used worldwide. At the time of the events  discussed in this Order, NATCO’s common stock 
+was registered with the Commission pursuant to Section 12(b) of the Exchange Act and was 
+listed on the New York Stock Exchange.
+2 
+Other Relevant Entities 
+3. TEST Automation & Controls, Inc. is a Louisiana corporation and, at all relevant 
+times, was headquartered in Harvey, Louisiana.  TEST is a wholly-owned subsidiary of 
+NATCO.3  TEST fabricates and sells control panels and packaged automation systems, as well as 
+providing field services associated with repair, maintenance, inspection and testing of onshore 
+and offshore control systems.  TEST, at all relevant times, maintained a branch office in 
+Kazakhstan (“TEST Kazakhstan”). 
+Facts 
+A. Background 
+4. In June 2005, TEST Kazakhstan won a contract to provide instrumentation and 
+electrical services in Kazakhstan. To perf orm the services, TEST Kazakhstan hired both 
+expatriates and local Kazakh workers. Kaza khstan law required TEST to obtain immigration 
+1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
+person or entity in this or any other proceeding. 
+2 The registration of NATCO’s common stock, and its listing on the NYSE, ended on November 18, 2009, when 
+NATCO became a subsidiary of Cameron International Corporation (“Cameron”), a publicly held reporting 
+corporation listed on the NYSE.  
+3 TEST also became a subsidiary of Cameron, following NATCO’s acquisition by Cameron. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+                                                
+ 
+   
+documentation before an expatriate worker entered the country.  Kazakhstan immigration 
+authorities periodically audited immigration documentation of TEST Kazakhstan and other 
+companies operating in Kazakhstan for compliance with local law. 
+B. Cash Payments to Kazakh Immigration Prosecutor 
+5. In February 2007 and September 2007, Kazakh immigration prosecutors 
+conducted audits and claimed that TEST Kazakhstan’s expatriate workers were working without 
+proper immigration documentation.  The prosecutors threatened to fine, jail or deport the 
+workers if TEST Kazakhstan did not pay cash fines. 
+6. Believing the prosecutor’s threats to be genuine, employees with TEST 
+Kazakhstan sought guidance from TEST’s senior management in Harvey, Louisiana, who 
+authorized making the payments.  TEST Kazakhstan employees used personal funds to pay the 
+prosecutors $25,000 in February and $20,000 in September, and then obtained reimbursement 
+from TEST.     
+7. For the February 2007 payment, TEST made a $25,000 wire transfer to the 
+affected employee. TEST inaccurately described the transfer as “an advance against his [the 
+paying employee's] bonus payable in March.”  Moreover, the email noted the bonus would be 
+“substantial,” to further disguise the true reason for the transfer.  In addition, TEST’s letter to the 
+bank providing the wire instructions inaccurately described the payment as a “Payroll Advance.”  
+After the wire transfer was transmitted, TEST inaccurately recorded the payment in its books and 
+records as a salary advance.   
+8. TEST made a $20,000 wire transfer to reimburse the September 2007 payment.  
+The wire transfer and journal entry in TEST’s books described the purpose of the transfer as 
+“visa fines.” 
+C. Inaccurate Consultant Invoices for Visa Services 
+9. TEST Kazakhstan used consultants to assist it in obtaining immigration 
+documentation for its expatriate employees.  One of these consultants did not have a license to 
+perform visa services, but maintained close ties to an employee working at the Kazakh Ministry 
+of Labor, the entity issuing the visas. On tw o instances, the consultant requested cash from 
+TEST Kazakhstan to help him obtain the visas.  Because Kazakh law requires companies seeking 
+to withdraw cash from commercial bank accounts to submit supporting invoices, the consultant 
+provided TEST Kazakhstan bogus invoices for “cable” from third-party entities he controlled.  
+TEST Kazakhstan knew these invoices were false, but nonetheless presented them to Kazakh 
+banks to withdraw the requested cash.
+4  TEST Kazakhstan later submitted the false invoices – 
+which totaled in excess of $80,000 – to TEST for reimbursement.  TEST reimbursed these 
+requests despite knowing the invoices mischaracterized the true purpose of the services rendered. 
+4 It is not known how the consultant used these funds, or to whom they were paid. 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+       
+                                                 
+ 
+D. Discovery of Payments, Internal Investigation, and Remediation 
+10. During a routine internal audit review in late 2007, NATCO discovered potential 
+issues involving payments at TEST.  NATCO conducted an internal investigation, and 
+voluntarily disclosed the results to Commission staff.  NATCO undertook numerous remedial 
+measures, including employee termination and disciplinary actions.  The company also created a 
+revised form document for agent agreements and established new due diligence procedures 
+regarding the vetting and retention of third-party intermediaries; increased staffing in its global 
+compliance department, including the appointment of a full-time Chief Compliance Officer; 
+joined a non-profit association specializing in anti-bribery due diligence that, among other things, 
+screens potential partners and other third parties that work with multinational corporations; 
+improved its FCPA compliance training worldwide, investing heavily in software to assist in 
+enhancing internal controls and compliance; and restructured its internal audit function and 
+enhanced its monitoring and auditing process for the compliance program. 
+11. In light of the weaknesses uncovered at TEST, the company expanded its 
+investigation to examine TEST’s other worldwide operations, including Nigeria, Angola and 
+China, geographic locations with historic FCPA concerns.  NATCO’s expanded internal 
+investigation of TEST uncovered no wrongdoing. 
+E. Legal Discussion 
+12. The FCPA, enacted in 1977, added Exchange Act Section 13(b)(2)(A) to require 
+public companies to make and keep books, records and accounts, which, in reasonable detail, 
+accurately and fairly reflect the transactions and dispositions of the assets of the issuer, and 
+added Exchange Act Section 13(b)(2)(B) to require such companies to devise and maintain a 
+system of internal accounting controls sufficient to provide reasonable assurances that: (i) 
+transactions are executed in accordance with management’s general or specific authorization; 
+and (ii) transactions are recorded as necessary to permit preparation of financial statements in 
+conformity with generally accepted accounting principles or any other criteria applicable to such 
+statements, and to maintain accountability for assets. 15 U.S.C. §§ 78m(b)(2)(A) and 
+78m(b)(2)(B). 
+13. As detailed above, NATCO’s books, records, and accounts did not properly 
+reflect TEST’s reimbursement of payments to the Kazakhstan immigration prosecutor or the 
+immigration consultant.  As a result, NATCO violated Exchange Act Section 13(b)(2)(A). 
+14. In addition, NATCO failed to devise or maintain sufficient internal controls to 
+ensure that TEST complied with the books and records provisions of the FCPA and to ensure 
+that the payments TEST made were accurately reflected on its books and records.  As a result, 
+NATCO violated Exchange Act Section 13(b)(2)(B).
+5 
+5 NATCO also has agreed to pay a $65,000 civil monetary penalty. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+     
+     
+NATCO’s Remedial Efforts 
+In determining to accept the Offer, the Commission considered the remedial efforts 
+undertaken by NATCO and the cooperation afforded the Commission Staff.   
+IV. 
+In view of the foregoing, the Commission deems it appropriate to accept the 
+Respondent’s Offer. 
+Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that 
+NATCO cease and desist from committing or causing any violations and any future violations of 
+Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
\ No newline at end of file
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@@ -0,0 +1,1355 @@
+
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21374 / January 11, 2010  Accounting and Auditing Enforcement Release No. 3102 / January 11, 2010   Securities and Exchange Commission v. NATCO Group Inc. , Civil Action No. 4:10-CV-98 (S.D. Tex.)  SEC Files Settled Civil Action Charging NATCO Group Inc. with Violations of the Foreign Corrupt Practices Act  On January 11, 2010, the Commission filed a settled civil action in the United States District Court for the Southern District of Texas charging NATCO Group Inc. (NATCO) with violations of the books and records and internal controls provisions of the Foreign Corrupt Practice Act. According to the complaint, TEST Automation & Controls, Inc. (TEST), a wholly owned subsidiary of oil field services provider NATCO Group Inc., created and accepted false documents while paying extorted immigration fines and obtaining immigration visas in the Republic of Kazakhstan. NATCO's system of internal accounting controls failed to ensure that TEST recorded the true purpose of the payments, and NATCO's consolidated books and records did not accurately reflect these payments. Without admitting or denying the allegations in the Commission's complaint, NATCO agreed to pay a $65,000 civil penalty.  In a related administrative proceeding, the Commission today issued a settled cease-and-desist order against NATCO finding that NATCO violated the books and records and internal controls provisions of the Exchange Act in connection with the improper payments made by TEST. Without admitting or denying the Commission's findings, NATCO consented to the issuance of an order that requires NATCO to cease and desist from committing or causing any violations and any future violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. [SEC v. NATCO Group Inc., Civil Action No. 4:10-CV-98(S.D. Tex.)] (LR-21374; AAE Rel. 3102); Administrative Proceeding In the Matter of NATCO Group Inc. ¢€" (Rel. 34-61325; AAE Rel. 3101; File No. 3-13742). 								
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diff --git a/raw/aaer/2010/AAER-3103.pdf b/raw/aaer/2010/AAER-3103.pdf
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@@ -0,0 +1,118 @@
+ 
+ 
+ 
+ 
+ 
+___________________________________ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+    
+ 
+ 
+                                                 
+ 
+UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+Washington, D.C. 20549 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61344A /January 13, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3103A/January 13, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13707 
+In the Matter of   : 
+APPLIED WELLNESS CORPORATION 
+: 
+: 
+: 
+:
+ : 
+CORRECTED ORDER MAKING 
+FINDINGS AND REVOKING 
+REGISTRATION BY DEFAULT 
+___________________________________ 
+The Securities and Exchange Commission (Commission) initiated this proceeding on 
+December 10, 2009, with an Order Instituting Proceedings (OIP), pursuant to Section 12(j) of the 
+Securities Exchange Act of 1934 (Exchange Act) .  The OIP alleges that Respondent Applied 
+Wellness Corporation (Applied Wellness), is a co rporation with common stock registered with 
+the Commission pursuant to Section 12(g) of the Exchange Act, which has repeatedly failed to 
+file required periodic reports. 
+The Division of Enforcement has provided evidence that Applied Wellness was served 
+with the OIP in a manner that complies with  17 C.F.R. § 141(a)(2)(ii) by December 18, 2009. 
+Applied Wellness’ Answer was due twenty days from the date of service and no Answer has 
+been received. See 17 C.F.R. § 201.220(b); OIP at 2. Applied Wellness was put on notice, by 
+Order dated January 5, 2010, that failure to file an Answer could result in default.  Thus, Applied 
+Wellness has failed to answer or otherwise de fend the proceeding within the meaning of 17 
+C.F.R. § 201.155(a)(2). Accordingly, Applied Wellness is in default, and the following 
+allegations in the OIP are deemed to be true.  See 17 C.F.R. §§ 201.155(a), .220(f); OIP at 2-3. 
+Applied Wellness, CIK No. 0001134011, is a Neva da corporation located in San Diego, 
+California. Pursuant to its  Form 10-KSB filed on April 15, 2008, it purported to distribute 
+“devices for non-invasive therapeutic applications based on the latest adva nces in the field of 
+ionic therapies” through its s ubsidiary, Energy Balance Resources , Inc.  The common stock of 
+Applied Wellness has been regi stered with the Commission unde r Exchange Act Section 12(g) 
+since April 8, 2001. Applied Wellness common stock (symbol AWLL) 1 is quoted on the Pink 
+1 The OIP lists the common stock symbol of Applied Wellness as AAWL.  However, Applied 
+Wellness’ common stock symbol is AWLL.  All ot her references to Applied Wellness set forth 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+                                                                                                                                                            
+ 
+ 
+Sheets, operated by Pink OTC Markets Inc., and is eligible for the “piggyback” exception of 
+Rule 15c2-11 of the Exchange Act. 
+While its common stock was registered with  the Commission, Applied Wellness failed to 
+comply with Exchange Act Section 13(a) and Rule s 13a-1 and 13a-15 thereunder in that it failed 
+to make disclosures in its Form 10-KSB for th e fiscal year ended D ecember 31, 2007, filed with 
+the Commission on April 15, 2008, concerning its inte rnal control over financial reporting and 
+disclosure controls and procedures, as required by Items 307 and 308T of Regulation S-B.   
+While its common stock was registered with  the Commission, Applied Wellness failed to 
+comply with Exchange Act Section 13(a) and Ru les 13a-1 and 13a-13 ther eunder in that it has 
+failed to file periodic or quarterly reports on Fo rm 10-Q since its fiscal quarter ended March 31, 
+2008, and failed to file an annual report on Form 10-K for fiscal year ended December 31, 2008.  
+Exchange Act Section 13(a) and the rules promulgated thereunder require issuers of 
+securities registered pursuant to Exchange Act Section 12 to file with the Commission current 
+and accurate information in periodic reports, even if the registration is voluntary under Section 
+12(g). Specifically, Exchange Act Rule 13a- 1 requires issuers to fi le annual reports and 
+Exchange Act Rule 13a-13 requires issuers to file  quarterly reports.  Exchange Act Rule 13a-15 
+requires issuers, with limited exceptions, to maintain disclosure controls and procedures, and, if 
+such an issuer either had been required to file an annual report pursuant to Section 13(a) or 15(d) 
+of the Exchange Act for the prior fiscal year or  had filed an annual repo rt with the Commission 
+for the prior fiscal year, internal control over financial reporting. 
+As a result of the conduct described above, A pplied Wellness has failed to comply with 
+Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13, and 13a-15 thereunder.  Considering 
+its delinquencies, it is necessary  and appropriate for the protec tion of investors to revoke the 
+registration of each class of registered securities of Applied Wellness. 
+IT IS ORDERED THAT, pursuant to Section 12(j) of the Securities Exchange Act of 
+1934, the registration of each class of registered securities of Applied Wellness Corporation, is 
+revoked. 
+____________________________ 
+       Robert G. Mahony 
+       Administrative Law Judge 
+in the OIP are correct, including its CIK number, 0001134011, which uniquely identifies Applied 
+Wellness within the Commission’s EDGAR database.  
+2 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3104.txt b/raw/aaer/2010/AAER-3104.txt
new file mode 100644
index 0000000000000000000000000000000000000000..40834c06d53adf981311a0f470f4844fb519607f
--- /dev/null
+++ b/raw/aaer/2010/AAER-3104.txt
@@ -0,0 +1,197 @@
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+ 
+  
+  
+      
+    
+      
+       
+  
+   
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+                                                
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61375 / January 19, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3104 / January 19, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13751 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING PUBLIC 
+: ADMINISTRATIVE PROCEEDINGS 
+ DIANE BJORKSTROM (CPA), : PURSUANT TO RULE 102(e) OF THE 
+: COMMISSION’S RULES OF PRACTICE, 
+Respondent. : MAKING FINDINGS, AND IMPOSING 
+: REMEDIAL SANCTIONS 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Diane 
+Bjorkstrom (“Respondent” or “Bjorkstrom”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.
+1 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+  
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over her and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 
+102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
+Sanctions (“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Bjorkstrom, age 53, is and has been a certified public accountant holding an 
+inactive license to practice in the State of Pennsylvania.  She served as Chief Financial Officer of 
+Tvia, Inc. (“Tvia”) from September 2004 through October 2006. 
+2. Tvia was, at all relevant times, a Delaware corporation with its principal 
+place of business in Santa Clara, California.  Tvia is a fabless semiconductor company which 
+designs and develops digital display processors for use in LCD and other high-definition TVs.  At 
+all relevant times, Tvia’s common stock was registered with the Commission pursuant to Section 
+12(g) of the Securities Exchange Act of 1934 (“Exchange Act”) and traded on the NASDAQ 
+Global Market. 
+3. On November 17, 2009, the Commission filed a complaint against 
+Bjorkstrom in SEC v. Diane Bjorkstrom (Civil Action No. CV-09-5394-JW).  On January 6, 2010, 
+the court entered an order permanently enjoining Bjorkstrom, by consent, from future violations of 
+Sections 17(a)(2) and (3) of the Securities Act of 1933 and Section 13(b)(5) of the Exchange Act 
+and Rules 13a-14 and 13b2-1 thereunder, and aiding and abetting violations of Sections 13(a), 
+13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 
+thereunder.  Bjorkstrom was also ordered to pay a $20,000 civil money penalty. 
+4. The Commission’s complaint alleged, among other things, that 
+Bjorkstrom agreed to ship product and recognize revenue for a sale that she knew or should have 
+known did not have the paperwork necessary to satisfy Tvia’s revenue recognition policy, resulting 
+in Tvia’s filing of materially false and misleading financial statements in the company’s annual 
+report on Form 10-K for the fiscal year ended March 31, 2006. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Bjorkstrom’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Bjorkstrom is suspended from appearing or practicing before the Commission as an 
+accountant. 
+2
+ 
+ 
+ 
+   
+ 
+      
+        
+ 
+      
+     
+      
+           
+ 
+ 
+ 
+ 
+ 
+      
+   
+ 
+B. After two years from the date of this order, Respondent may request that the 
+Commission consider her reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in her practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which she works or in some other acceptable manner, as long as she practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant. Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which she is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which 
+she is associated, has been inspected by the Board and that inspection did not identify any 
+criticisms of or potential defects in the respondent’s or the firm’s quality control system that 
+would indicate that the respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges her responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that her state CPA license is 
+current and she has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if  state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
\ No newline at end of file
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+ 
+ 
+ 
+ 
+ 
+       
+  
+ 
+       
+     
+      
+      
+  
+       
+  
+   
+ 
+ 
+ 
+   
+ 
+                                                 
+ 
+ 
+  
+   
+ 
+    
+    
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61383 / January 20, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3105 / January 20, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13754 
+: 
+In the Matter of : ORDER INSTITUTING PUBLIC 
+: ADMINISTRATIVE PROCEEDINGS 
+: PURSUANT TO RULE 102(e) 
+THEODORE P. NONCEK, CPA: OF THE COMMISSION’S RULES 
+: OF PRACTICE, MAKING FINDINGS,  
+: AND IMPOSING REMEDIAL 
+Respondent. : SANCTIONS 
+: 
+___________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against 
+Theodore P. Noncek, CPA (“Respondent” or “Noncek”) pursuant to Rule 102(e)(3)(i) of the 
+Commission’s Rules of Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . 
+suspend from appearing or practicing before it any . . . accountant . . . who has been by name: 
+(A) permanently enjoined by any court of competent jurisdiction, by reason of his or her 
+misconduct in an action brought by the Commission, from violating or aiding and abetting the 
+violation of any provision of the Federal securities laws or of the rules and regulations thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 
+102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
+Sanctions (“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Noncek, age 51, was Vice-President and Controller of Bally Total Fitness 
+Holding Corporation (“Bally”) from 2001 to February 2005, when he was terminated.  Prior to his 
+employment at Bally, Noncek was an auditor with Ernst & Young LLP.  At all relevant times, 
+Noncek was a certified public accountant. 
+2. Bally purported to be the largest, and only nationwide, commercial operator 
+of fitness centers.  At all relevant times, Bally's common stock was registered with the Commission 
+pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and traded on 
+the New York Stock Exchange (“NYSE”).  The NYSE delisted Bally's common stock on June 8, 
+2007. After filing for reorganization under Chapter 11 of the Bankruptcy Code, on September 17, 
+2007, Bally emerged as a privately held reorganized entity.   
+3. On December 17, 2009, the Commission filed a complaint against Noncek 
+in SEC v. Theodore P. Noncek, 09-CV-2387 (CKK)(D.D.C.).  On December 22, 2009, the court 
+entered an order permanently enjoining Noncek, by consent, from violating Sections 17(a)(2) and 
+(3) of the Securities Act of 1933, and from aiding and abetting violations of Sections 13(a), 
+13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13 
+thereunder. 
+4. The Commission’s complaint alleges, among other things, that during the 
+relevant time period, Noncek violated various provisions of the federal securities laws.  The 
+complaint also alleges that Noncek, with others, was responsible for Bally’s materially false and 
+misleading statements about its financial condition in filings with the Commission and in other 
+public statements. These materially false and misleading statements portrayed Bally's financial 
+condition (its net worth) and its performance (its income) as being materially better than they 
+actually were during the relevant period.  
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+ 
+      
+  
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Noncek’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Respondent is suspended from appearing or practicing before the Commission as an 
+accountant.   
+B. After two years from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
\ No newline at end of file
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+ 
+ 
+ 
+ 
+ 
+      
+ 
+  
+   
+       
+  
+      
+       
+    
+       
+  
+   
+ 
+ 
+ 
+   
+ 
+                                                
+ 
+ 
+ 
+  
+   
+ 
+    
+    
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61384 / January 20, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3106 / January 20, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13755 
+: 
+In the Matter of : ORDER INSTITUTING PUBLIC
+ : ADMINISTRATIVE PROCEEDINGS 
+: PURSUANT TO RULE 102(e) 
+JOHN W. DWYER, CPA : OF THE COMMISSION’S RULES 
+: OF PRACTICE, MAKING FINDINGS,  
+: AND IMPOSING REMEDIAL 
+Respondent. : SANCTIONS 
+: 
+___________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against John W. 
+Dwyer, CPA (“Respondent” or “Dwyer”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules 
+of Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . 
+suspend from appearing or practicing before it any . . . accountant . . . who has been by name: 
+(A) permanently enjoined by any court of competent jurisdiction, by reason of his or her 
+misconduct in an action brought by the Commission, from violating or aiding and abetting the 
+violation of any provision of the Federal securities laws or of the rules and regulations thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+  
+ 
+ 
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 
+102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
+Sanctions (“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Dwyer, age 57, was Chief Financial Officer (“CFO”) of Bally Total Fitness 
+Holding Corporation (“Bally”) from May 1994 to April 2004, when he was forced to resign.  Prior 
+to his employment at Bally, Dwyer was an audit partner in the Chicago office of Ernst & Young 
+LLP. At all relevant times, Dwyer was a certified public accountant. 
+2. Bally purported to be the largest, and only nationwide, commercial operator 
+of fitness centers.  At all relevant times, Bally's common stock was registered with the Commission 
+pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and traded on 
+the New York Stock Exchange (“NYSE”).  The NYSE delisted Bally's common stock on June 8, 
+2007. After filing for reorganization under Chapter 11 of the Bankruptcy Code, on September 17, 
+2007, Bally emerged as a privately held reorganized entity.   
+3. On December 17, 2009, the Commission filed a complaint against Dwyer in 
+SEC v. John W. Dwyer, 09-CV-2386 (CKK)(D.D.C.).  On December 22, 2009, the court entered 
+an order permanently enjoining Dwyer, by consent, from violating Section 17(a) of the Securities 
+Act of 1933, and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 
+thereunder, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) 
+of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder. 
+4. The Commission’s complaint alleges, among other things, that during the 
+relevant time period, Dwyer violated the anti-fraud provisions, and aided and abetted Bally’s 
+violations of the reporting, record-keeping, and internal controls provisions, of the Federal 
+securities laws.  The complaint also alleges that Dwyer is responsible for Bally’s materially false 
+and misleading statements about its financial condition in filings with the Commission and in 
+other public statements. These materially false and misleading statements portrayed Bally's 
+financial condition (its net worth) and its performance (its income) as being materially better than 
+they actually were during the relevant period. 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Dwyer’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+Dwyer is suspended from appearing or practicing before the Commission as an accountant.   
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+3
+ 
\ No newline at end of file
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+         
+  
+ 
+      
+   
+      
+   
+       
+  
+   
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+                                                 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61385 / January 20, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3107 / January 20, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13756 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+DEANNA J. SERUGA, CPA : 102(e) OF THE COMMISSION’S RULES OF 
+: PRACTICE, MAKING FINDINGS, AND 
+Respondent. : IMPOSING REMEDIAL SANCTIONS 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Deanna 
+J. Seruga (“Respondent” or “Seruga”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over her and the subject matter of these 
+proceedings, and the findings contained in Section III.3. below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Seruga, age 33, has been a certified public accountant licensed to practice in 
+the Commonwealth of Pennsylvania. She served as Controller at World Health Alternatives, Inc. 
+(“World Health”) from 2003 until August 2005. 
+2. World Health was, at all relevant times, a Florida corporation with its 
+principal place of business in Pittsburgh, Pennsylvania.  World Health was engaged in the medical 
+staffing business. At all relevant times, World Health common stock was registered with the 
+Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”), 
+and traded on the Over the Counter Bulletin Board.   
+3. On January 4, 2010, a final judgment was entered by consent against 
+Seruga, permanently enjoining her from future violations of Section 17(a) of the Securities Act of 
+1933, Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2(b) 
+thereunder, and aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-
+20, 13a-1 and 13a-13 thereunder, in the civil action entitled Securities and Exchange Commission 
+v. Richard E. McDonald, et al., Civil Action Number 09-CV-1685, in the United States District 
+Court for the Western District of Pennsylvania.   
+4. The Commission’s complaint alleged, among other things, that Seruga, at the 
+direction of World Health’s former President and Chief Executive Officer and on her own 
+accord, engaged in a fraudulent scheme that resulted in World Health filing materially false and 
+misleading financial statements in the company’s annual and quarterly reports from the first 
+quarter of 2003 through the first quarter of 2005.  The complaint alleged that Seruga falsified 
+World Health’s books and records by, among other things, understating expenses and liabilities 
+through numerous false and improper accounting entries.  In addition, the complaint alleged that 
+Seruga knowingly provided false information to World Health’s auditors.  
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Seruga’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that Seruga is suspended from 
+appearing or practicing before the Commission as an accountant. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+3
+ 
\ No newline at end of file
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+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | General Re Corporation 
+     
+     
+     
+     
+     
+     
+     
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21384 / January 20, 2010  Accounting and Auditing Enforcement Release No. 3108 / January 20, 2010   Securities and Exchange Commission v. General Re Corporation , Civil Action No. 10 Civ 458 (S.D.N.Y.)  SEC Charges General Re Corporation for Role in AIG and Prudential Accounting Frauds  The Securities and Exchange Commission today charged General Re Corporation for its involvement in separate schemes by American International Group and Prudential Financial, Inc. to manipulate and falsify their reported financial results.  The complaint alleges that a foreign subsidiary of Gen Re entered into two sham "reinsurance" transactions with AIG in 2000 to improperly allow AIG to reverse the declining reserve trend and falsely report additions to both loss reserves and premiums written. Senior officials at Gen Re helped AIG structure the two sham transactions. The contracts show reinsurance transactions that appeared to transfer risk to AIG, but the transactions did not transfer risk.  The complaint further alleges that Gen Re separately entered into a series of sham reinsurance contracts with Prudential's property and casualty division from 1997 to 2002. The contracts had no economic substance and purpose other than to allow Prudential to build up and then draw down on an off-balance sheet asset or "finite bank" parked with Gen Re. As a result of the sham transactions, Prudential improperly recognized more than $200 million in revenues in 2000, 2001, and 2002. Gen Re received fees totaling $8.1 million for structuring and executing the scheme with Prudential.  Without admitting or denying the allegations in the complaint, Gen Re has consented to a judgment enjoining it from aiding and abetting violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 and directing it to pay $12.2 million in disgorgement and prejudgment interest. The settlement is subject to court approval.  In determining to accept Gen Re's settlement offer, the SEC took Gen Re's remediation efforts and cooperation into account. Among the efforts SEC considered: Gen Re's comprehensive, independent review of its operations conducted at the outset of the government's investigations the results of which were shared with investigators; Gen Re's substantial assistance in the government's successful civil and criminal actions against individuals involved in the scheme with AIG; and Gen Re's internal corporate reforms designed to strengthen oversight of its operations. Those reforms entail dissolving a subsidiary involved with the AIG transactions, appointing an independent director to its Board of Directors, forming a committee consisting of senior managers to review and approve complex transactions, requiring legal review of proposed finite or loss mitigation contracts, and fortifying its internal audit functions and underwriting rules.  The SEC previously charged AIG with securities fraud and improper accounting, and the company settled the charges by paying more than $800 million among other remedies. The SEC also previously charged AIG former chairman Maurice R. "Hank" Greenberg and former chief financial officer Howard I. Smith, as well as former senior executives of Gen Re for their roles in connection with the scheme with AIG. The Commission separately charged Prudential with securities laws violations in 2008. 								
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+ 
+ 
+                                                 
+    
+ 
+UNITED STATES OF AMERICA  
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No. 61432 / January 27, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No. 3110 / January 27, 2010 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-11911 
+: ORDER GRANTING APPLICATION FOR 
+: REINSTATEMENT TO APPEAR AND PRACTICEIn the Matter of : BEFORE THE COMMISSION AS AN ACCOUNTANT 
+: RESPONSIBLE FOR THE PREPARATION OR Karen T. Baker, CPA : REVIEW OF FINANCIAL STATEMENTS REQUIRED 
+: TO BE FILED WITH THE COMMISSION 
+On April 26, 2005, Karen T. Baker (“Baker”) was denied the privilege of appearing or 
+practicing as an accountant before the Commission as a result of settled public administrative 
+proceedings instituted by the Commission against Baker pursuant to Rule 102(e) of the 
+Commission's Rules of Practice.1  Baker consented to the entry of the April 26, 2005 order 
+without admitting or denying the findings therein.  This order is issued in response to Baker’s 
+application for reinstatement to practice before the Commission as an accountant. 
+Baker served as the audit manager for Deloitte & Touche LLP’s audit of Just for Feet, 
+Inc.’s financial statements for the fiscal year ended January 30, 1999.  The Commission found 
+that Baker reasonably should have known that the financial statements had not been prepared in 
+accordance with GAAP, but nonetheless issued, with others, an unqualified audit report that 
+represented that the financial statements were free from material misstatements and were fairly 
+presented in conformity with GAAP and that the auditors had adhered to GAAS when the audit 
+was performed. Baker did not comply with GAAS in the conduct of the audit and engaged in 
+improper professional conduct within the meaning of Rule 102(e)(1)(ii) of the Commission’s 
+Rules of Practice through repeated instances of unreasonable conduct. 
+In her capacity as a preparer or reviewer, or as a person responsible for the preparation or 
+review, of financial statements of a public company to be filed with the Commission, Baker 
+attests that she will undertake to have her work reviewed by the independent audit committee of 
+1 See Accounting and Auditing Enforcement Release No. 2238 dated April 26, 2005.  Baker was permitted, pursuant 
+to the order, to apply for reinstatement after one year upon making certain showings. 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                
+ 
+ 
+ 
+ 
+    
+    
+any company for which she works, or in some other manner acceptable to the Commission, 
+while practicing before the Commission in this capacity.  Baker is not, at this time, seeking to 
+appear or practice before the Commission as an independent accountant.  If she should wish to 
+resume appearing and practicing before the Commission as an independent accountant, she will 
+be required to submit an application to the Commission showing that she has complied and will 
+comply with the terms of the original suspension order in this regard.  Therefore, Baker’s 
+suspension from practice before the Commission as an independent accountant continues in 
+effect until the Commission determines that a sufficient showing has been made in this regard in 
+accordance with the terms of the original suspension order 
+Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 
+reinstatement, and provides that the Commission may reinstate the privilege to appear and 
+practice before the Commission “for good cause shown.”
+2  This “good cause” determination is 
+necessarily highly fact specific. 
+ On the basis of information supplied, representations made, and undertakings agreed to 
+by Baker, it appears that she has complied with the terms of the April 26, 2005 order denying her 
+the privilege of appearing or practicing before the Commission as an accountant, that no 
+information has come to the attention of the Commission relating to her character, integrity, 
+professional conduct or qualifications to practice before the Commission that would be a basis 
+for adverse action against her pursuant to Rule 102(e) of the Commission's Rules of Practice, and 
+that Baker, by undertaking to have her work reviewed by the independent audit committee of any 
+company for which she works, or in some other manner acceptable to the Commission, in her 
+practice before the Commission as a preparer or reviewer of financial statements required to be 
+filed with the Commission, has shown good cause for reinstatement.  Therefore, it is accordingly, 
+ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that 
+Karen T. Baker, CPA is hereby reinstated to appear and practice before the Commission as an 
+accountant responsible for the preparation or review of financial statements required to be filed 
+with the Commission. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+2 Rule 102(e)(5)(i) provides: 
+“An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
+of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 
+hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 
+by the Commission for good cause shown.” 17 C.F.R. § 201.102(e)(5)(i). 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3111.txt b/raw/aaer/2010/AAER-3111.txt
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@@ -0,0 +1,1375 @@
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+             
+                        
+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21396A/ January 28, 2010  Accounting and Auditing Enforcement Release No. 3111A / January 28, 2010   Securities and Exchange Commission v. Tsukuda-America Inc. et al. , Case No. 3:10-CV-00136-M (United States District Court for the Northern District of Texas, Dallas Division)  SEC alleges anti-fraud violations by Tsukuda-America and John W. Petros  The Securities and Exchange Commission filed a civil injunctive action on January 26, 2010 against Tsukuda-America Inc., an Indiana corporation, and John W. Petros of Richardson, Texas, alleging fraud in connection with a $600,000 offering of Tsukuda common stock. Petros, the sole officer, director and shareholder of Tsukuda, prepared and submitted Tsukuda's Form S-1 registration statement for the offering, which, according to the complaint, contained false and misleading statements and forged documents.  The Commission's complaint alleges that Tsukuda's registration statement, which was originally filed March 27, 2009, amended on April 10, 2009 and subsequently declared effective: (a) contained a forged audit report and consent; (b) falsely identified a stock transfer agent company as being the transfer agent for Tsukuda; (c) included a bogus legal opinion and geologist's report, and sham consents from an attorney and geologist who do not exist; and (d) contained fictitious financial information. The complaint also alleges that Petros caused four other companies to file registration or offering statements with the Commission that were false, misleading, and contained bogus documents.  The complaint seeks civil money penalties and permanent injunctions against future violations of Section 17(a) of the Securities Act of 1933 by Tsukuda and Petros. The complaint also seeks orders barring Petros from acting as an officer or director of a public company, from participating in an offering of penny stock, and from filing or causing the filing of any registration or offering statements with the Commission.  In a related action, the Commission also instituted administrative proceedings against Tsukuda, seeking to suspend the effectiveness of its registration statement. 								
+								 
+									             See Also:        SEC Complaint;   SEC Rel. No. 33-9102  (January 26, 2010) and the related  Division of Enforcement Statement .                  							  
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diff --git a/raw/aaer/2010/AAER-3112.pdf b/raw/aaer/2010/AAER-3112.pdf
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61445 / January 29, 2010 
+INVESTMENT ADVISERS ACT OF 1940 
+Release No. 2980 / January 29, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3112 / January 29, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13770 
+In the Matter of 
+MARK EVAN BLOOM (CPA), 
+Respondent. 
+ ORDER INSTITUTING 
+ADMINISTRATIVE PROCEEDINGS 
+PURSUANT TO SECTION 203(f) OF THE 
+INVESTMENT ADVISERS ACT OF 1940 
+AND RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted pursuant to 
+Section 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 102(e)(3)(i) of 
+the Commission’s Rules of Practice
+1 against Mark Evan Bloom, CPA (“Respondent” or “Bloom”). 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+                                                                                                                                                             
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Sections III.2 and III.4 below, which are admitted, 
+Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to 
+Section 203(f) of the Investment Advisers Act of 1940 and Rule 102(e) of the Commission’s Rules 
+of Practice, Making Findings, and Imposing Remedial Sanctions (“Order”), as set forth below. 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Bloom, 58 years old, is a resident of New York, New York.  He was the principal 
+and 100% owner of North Hills Management, LLC (“North Hills”), an unregistered investment 
+adviser that served as Manager and General Partner of North Hills, L.P. (the “Fund”).  Bloom is 
+also a certified public accountant and was licensed to practice in the State of New York. 
+2. On February 25, 2009, the Commission filed a complaint against Bloom in SEC v. 
+North Hills Management, LLC, et al., Civil Action No. 1:09-CV-1746 (JGK).  On October 22, 
+2009, the Court entered an order permanently enjoining Bloom, by consent, from future violations 
+of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 
+1934 and Rule 10b-5 thereunder, and Sections 206(1), 206(2) and 206(4) of the Advisers Act and 
+Rule 206-4(8) thereunder.  
+3. The Commission’s complaint alleged that, from on or before July 2001 to February 
+2009, in connection with the offer, sale and purchase of limited partnership interests in the Fund, 
+Bloom misused and misappropriated investor funds, falsely stated to investors that their funds were 
+invested as represented in the offering materials, sent out false account statements indicating that 
+investor funds were fully invested and earning returns, and otherwise engaged in a variety of 
+conduct which operated as a fraud and deceit on investors. 
+4. On July 30, 2009, Bloom pled guilty to one count of securities fraud in violation of 
+Title 15, United States Code, Sections 78j(b) and 78ff, Title 17, Code of Federal Regulations, 
+Section 240.10b5 and Title 18, United States Code, Section 2; one count of mail fraud in violation 
+of Title 18, United States Code, Sections 1341 and 2; one count of wire fraud, Title 18, United 
+States Code, Sections 1343 and 2; one count of money laundering, Title 18, United States Code, 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+2 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+Sections 1957 and 2; and one count of corruptly endeavoring to obstruct and impede the due 
+administration of the internal revenue laws, Title 26, United States Code, Section 7212(a), before 
+the United States District Court for the Southern District of New York, in United States v. Mark 
+Evan Bloom (Criminal Information No. S1:09-CR-367).   
+5. The counts of the criminal information to which Bloom pled guilty alleged, inter 
+alia, that Bloom defrauded investors and obtained money and property by means of materially false 
+and misleading statements, that he used the United States mails to send false account statements, 
+that he caused commercial interstate carriers to deliver investors’ checks to him via wire, 
+transferred investor funds to unlawfully renovate his home and purchase artwork and jewelry and 
+obstructed the internal revenue laws by, among other things, promoting tax shelters. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanctions agreed to in Respondent’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+Pursuant to Section 203(f) of the Advisers Act, Respondent Bloom be, and hereby is barred 
+from association with any investment adviser; 
+Pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of Practice, Respondent Bloom is 
+suspended from appearing or practicing before the Commission as an accountant. 
+Any reapplication for association by the Respondent will be subject to the applicable laws 
+and regulations governing the reentry process, and reentry may be conditioned upon a number of 
+factors, including, but not limited to, the satisfaction of any or all of the following:  (a) any 
+disgorgement ordered against the Respondent, whether or not the Commission has fully or partially 
+waived payment of such disgorgement; (b) any arbitration award related to the conduct that served 
+as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a 
+customer, whether or not related to the conduct that served as the basis for the Commission order; 
+and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct 
+that served as the basis for the Commission order. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+3
+ 
\ No newline at end of file
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@@ -0,0 +1,201 @@
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+ 
+ 
+      
+    
+      
+    
+       
+       
+  
+   
+ 
+ 
+ 
+ 
+   
+ 
+                                                 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61516 / February 12, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3113 / February 12, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13781 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING 
+: ADMINISTRATIVE PROCEEDINGS 
+: PURSUANT TO RULE 102(e) OF THE 
+Michael J. Byrd, CPA : COMMISSION’S RULES OF PRACTICE, 
+: MAKING FINDINGS, AND IMPOSING 
+Respondent. : REMEDIAL SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Michael 
+J. Byrd (“Respondent” or “Byrd”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+  
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Byrd, age 49, is and has been a certified public accountant licensed to 
+practice in the State of California, and his license has lapsed.  From approximately May 1999 until 
+May 2001, he served as Chief Financial Officer of Brocade Communications Systems, Inc. 
+(“Brocade”), and then became Brocade’s Chief Operating Officer from May 2001 until January 
+2003. 
+2. Brocade has been, at all relevant times, a Delaware corporation which 
+develops and sells storage networking products, with its principal place of business in San Jose, 
+California.  Since May 1999 when it completed its initial public offering of stock, Brocade had 
+common stock registered with the Commission pursuant to Section 12(g) of the Securities Exchange 
+Act of 1934 (“Exchange Act”) and traded on the NASDAQ National Market. 
+3. On August 17, 2007, the Commission filed a complaint against Byrd in the 
+United States District Court for the Northern District of California.  SEC v. Byrd, No. C-07-4223-
+CRB. On February 3, 2010, the Court entered an order enjoining Byrd, by consent, from future 
+violations of Sections 17(a)(2) and (3) of the Securities Act of 1933 (“Securities Act”), Sections 
+13(b)(5) and 16(a) of the Exchange Act, and Rules 13b2-1, 13b2-2, and 16a-3 thereunder, and 
+from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the 
+Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder.  Byrd was also ordered to pay 
+disgorgement of $225,000 plus prejudgment interest thereon in the amount of $24,843, for a total 
+amount of $249,843, and a $175,000 civil money penalty. 
+4. The Commission’s complaint alleged, among other things, that Brocade 
+concealed millions of dollars in expenses from investors and overstated its income through a 
+scheme executed by its Chief Executive Officer to backdate employee stock options.  The 
+complaint further alleged that at various times during his tenure at Brocade, Byrd was consulted 
+on options grants, and, as a result, should have fully investigated to determine whether Brocade’s 
+financial statements accurately reflected the necessary compensation expenses, as required under 
+generally accepted accounting principles.   
+2
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+ 
+      
+  
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Byrd is suspended from appearing or practicing before the Commission as an 
+accountant. 
+B. After three years from the date of this Order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (Attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3114.pdf b/raw/aaer/2010/AAER-3114.pdf
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@@ -0,0 +1,114 @@
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+     
+ 
+UNITED STATES OF AMERICA  
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No. 61518 / February 16, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No. 3114 / February 16, 2010 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-12326 
+: ORDER GRANTING APPLICATION FOR 
+: REINSTATEMENT TO APPEAR AND PRACTICEIn the Matter of : BEFORE THE COMMISSION AS AN ACCOUNTANT 
+: RESPONSIBLE FOR THE PREPARATION OR Nevanna Sacks, CPA : REVIEW OF FINANCIAL STATEMENTS REQUIRED 
+: TO BE FILED WITH THE COMMISSION 
+On June 7, 2006, Nevanna Sacks, CPA (“Sacks”) was denied the privilege of appearing 
+or practicing as an accountant before the Commission as a result of settled public administrative 
+proceedings instituted by the Commission against Sacks pursuant to Rule 102(e) of the 
+Commission's Rules of Practice.1  Sacks consented to the entry of the order without admitting or 
+denying the findings therein. This order is issued in response to Sacks’s application for 
+reinstatement to appear and practice before the Commission as an accountant responsible for the 
+preparation or review of financial statements required to be filed with the Commission. 
+The Commission alleged that Sacks engaged in improper professional conduct with 
+respect to certain audits and reviews of Peregrine Systems, Inc.’s (“Peregrine”) financial 
+statements by Arthur Andersen LLP (“Andersen”).  Sacks served as audit manager on 
+Andersen’s audit of Peregrine’s fiscal year 2001 financial statements and review of the 
+company’s quarterly financial statements for the third quarter of 2001 and the first, second and 
+third quarters of 2002. Sacks engaged in imprope r professional conduct by repeatedly engaging 
+in unreasonable conduct, resulting in a violation of applicable professional standards that 
+indicated a lack of competence to practice before the Commission.  Sacks (i) failed to adequately 
+audit Peregrine’s accounts receivable; (ii) did not obtain sufficient competent evidential matter to 
+conclude that Peregrine had a history of collecting on certain sales; (iii) failed to make adequate 
+inquiries into Peregrine’s agreements with customers; (iv) failed to obtain sufficient competent 
+evidential matter to afford a reasonable basis for Andersen to issue a report on the financial 
+1 See Accounting and Auditing Enforcement Release No. 2441 dated June 7, 2006.  Sacks was permitted, pursuant 
+to the order, to apply for reinstatement after two years upon making certain showings. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                
+ 
+ 
+ 
+ 
+    
+    
+ 
+statements of Peregrine, which consolidated the financial statements of Peregrine Germany, a 
+material subsidiary, after Arthur Andersen Germany refused to provide an audit report on the 
+financial statements of Peregrine Germany; (v) failed to exercise due professional care in 
+connection with Peregrine’s false and misleading response to a Commission Comment Letter; 
+and (vi) failed to exercise due professional care in connection with the audit and reviews. 
+In her capacity as a preparer or reviewer, or as a person responsible for the preparation or 
+review, of financial statements of a public company to be filed with the Commission, Sacks 
+attests that she will undertake to have her work reviewed by the independent audit committee of 
+any company for which she works, or in some other manner acceptable to the Commission, 
+while practicing before the Commission in this capacity.  Sacks is not, at this time, seeking to 
+appear or practice before the Commission as an independent accountant.  If she should wish to 
+resume appearing and practicing before the Commission as an independent accountant, she will 
+be required to submit an application to the Commission showing that she has complied and will 
+comply with the terms of the original order, which denied her privilege of appearing and 
+practicing before the Commission as an accountant, in this regard.  Therefore, the denial of 
+Sacks’s privilege of appearing or practicing before the Commission as an independent 
+accountant continues in effect until the Commission determines that a sufficient showing has 
+been made in this regard in accordance with the terms of the original order. 
+Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 
+reinstatement, and provides that the Commission may reinstate the privilege to appear and 
+practice before the Commission “for good cause shown.”
+2  This “good cause” determination is 
+necessarily highly fact specific. 
+On the basis of information supplied, representations made, and undertakings agreed to 
+by Sacks, it appears that she has complied with the terms of the June 7, 2006 order denying her 
+the privilege of appearing or practicing before the Commission as an accountant, that no 
+information has come to the attention of the Commission relating to her character, integrity, 
+professional conduct or qualifications to practice before the Commission that would be a basis 
+for adverse action against her pursuant to Rule 102(e) of the Commission's Rules of Practice, and 
+that Sacks, by undertaking to have her work reviewed by the independent audit committee of any 
+company for which she works, or in some other manner acceptable to the Commission, in her 
+practice before the Commission as a preparer or reviewer of financial statements required to be 
+filed with the Commission, has shown good cause for reinstatement.  Therefore, it is accordingly, 
+2 Rule 102(e)(5)(i) provides: 
+“An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
+of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 
+hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 
+by the Commission for good cause shown.” 17 C.F.R. § 201.102(e)(5)(i). 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that 
+Nevanna Sacks, CPA is hereby reinstated to appear and practice before the Commission as an 
+accountant responsible for the preparation or review of financial statements required to be filed 
+with the Commission. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+3
+ 
\ No newline at end of file
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21428 / March 3, 2010  Accounting and Auditing Enforcement Release No. 3117 / March 3, 2010   Securities and Exchange Commission v. Verint Systems Inc. , United States District Court for the Eastern District of New York, Civil Action No. 10-CV-0930-LDW-WDW (E.D.N.Y. March 3, 2010)  In the Matter of Verint Systems Inc.  SEC SUES VERINT FOR IMPROPER ACCOUNTING PRACTICES AND INSTITUTES EXCHANGE ACT SECTION 12(j) ADMINISTRATIVE PROCEEDINGS  The Securities and Exchange Commission today filed a civil action against Verint Systems Inc. ("Verint") alleging a fraudulent scheme involving certain improper accounting practices. The Complaint alleges the misconduct began as early as 1998, when Verint was a wholly-owned subsidiary of Comverse Technology, Inc. ("Comverse"), and continued after Verint became a publicly traded company, while still majority-owned by Comverse, in 2002. In addition, the Commission today instituted administrative proceedings against Verint to determine whether the registration of each class of its securities should be revoked or suspended for a period not exceeding twelve months for its failure to file required periodic reports for over four years.  In its settled Complaint, filed today in the United States District Court for the Eastern District of New York, the Commission alleges:    From 1998 through at least January 2003, Verint improperly established and maintained and/or released reserves as necessary to (i) meet its financial objectives, (ii) build a stockpile of reserves prior to becoming a public company for future earnings management purposes, and (iii) to ensure greater public demand and a better price for its follow-on offering in June 2003. These improper accounting practices did not conform to generally accepted accounting principles ("GAAP").    On May 16, 2002, Verint commenced its initial public offering ("IPO") of 4.5 million shares of common stock at a price of $16 per share. Its balance sheet held approximately $6.5 million excess reserves at the time. Its Form S-1 registration statement reported historical earnings and loss figures that had been materially altered by its historically improper reserve accounting. On June 13, 2003, Verint commenced a follow-on offering for 5 million shares of common stock at a price of $23 per share. Its Form S-3 registration statement reported materially misleading earnings and loss figures, including for the period after the IPO, as a result of its improper accounting for reserves.    In the two years subsequent to its follow-on offering, Verint overstated its pre-tax income and would not have met Wall Street analysts' consensus earnings estimates but for its improper reserve accounting.    The Complaint alleges that as a result of this misconduct, Verint's books and records falsely and inaccurately reflected, among other things, the Company's liabilities, expenses, net income, and general financial condition through at least the fiscal year ended January 31, 2005. The Complaint also alleges that Verint failed to maintain a system of internal accounting controls sufficient to provide assurances that its reserve activity was recorded as necessary to permit the proper preparation of financial statements in conformity with GAAP.  Without admitting or denying the allegations of the Commission's Complaint, Verint has consented to the entry of a final judgment permanently enjoining it from violating the antifraud, reporting, record-keeping, and internal controls provisions of the federal securities laws. Specifically, the proposed final judgment against Verint would permanently enjoin it from violating Section 17(a) of the Securities Act of 1933, Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 ("Exchange Act"), and Exchange Act Rules 13a-1 and 13a-13. In accepting the settlement offer, the Commission considered, among other things, Verint's remediation and cooperation in the Commission's investigation. The settlement is subject to the approval of the United States District Court for the Eastern District of New York.  Separately, the Commission today issued an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934 against Verint, to determine whether the registration of each class of its securities should be revoked or suspended for a period not exceeding twelve months based on its failure to file required periodic reports. The Division of Enforcement alleges that Verint has failed to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder by failing to file an annual report on either Form 10-K or Form 10-KSB since April 25, 2005, or quarterly reports on either Form 10-Q or Form 10-QSB since December 12, 2005. A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations of the Division contained in the Order are true, and to provide Verint an opportunity to respond to these allegations.  For further information, see Litigation Release Nos.  19796  (August 9, 2006),  19878  (October 24, 2006),  19964  (January 10, 2007),  21090  (June 18, 2009), and  21091  (June 18, 2009). 								
+								 
+									             See Also:        SEC Complaint against Verint ;  Order Instituting Proceedings                   							  
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diff --git a/raw/aaer/2010/AAER-3118.txt b/raw/aaer/2010/AAER-3118.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21435 / March 4, 2010  Accounting and Auditing Enforcement Release No. 3118 / March 4, 2010   Securities and Exchange Commission v. Joseph Grendys et al. , Civil Action No. 07-120 (D.D.C.)  SEC ANNOUNCES SETTLEMENT WITH INDIVIDUAL CHARGED WITH AIDING AND ABETTING FINANCIAL FRAUD AT U.S. FOODSERVICE  The Securities and Exchange Commission announced today that the U.S. District Court for the District of Columbia, on March 3, 2010, entered a settled Modified Final Judgment as to defendant Anthony Holohan.  In this previously filed Commission injunctive action against Holohan and three other individuals, the alleged misconduct arose from a financial fraud at U.S. Foodservice, Inc.   Securities and Exchange Commission v. Joseph Grendys et al. , Civil Action No. 07-120 (D.D.C. filed Jan. 18, 2007 ).  Holohan is a former employee of a vendor that supplied U.S. Foodservice.  The Commission's complaint alleges that Holohan aided and abetted the financial fraud by signing and returning materially false audit confirmations.  The Commission's complaint further alleges that U.S. Foodservice personnel contacted Holohan and urged him to sign and return the false confirmation letters to the auditors for U.S. Foodservice.  At the time, U.S. Foodservice was a subsidiary of Royal Ahold (Koninklijke Ahold N.V.).  The letters clearly stated that the confirmations were being used in connection with the annual audit of the financial statements of U.S. Foodservice, and the letters directed Holohan to return them directly to U.S. Foodservice's independent auditors.    Without admitting or denying the allegations in the Commission's complaint, Holohan agreed to settle the action against him by consenting to a Final Judgment permanently enjoining him from aiding and abetting violations of Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5 and 13b2-1 thereunder and imposing a $25,000 civil penalty.  Two other defendants settled previously.    The Commission acknowledges the assistance and cooperation of the Office of the United States Attorney for the Southern District of New York, and the New York Office of the Federal Bureau of Investigation.  For further information,  see  Litigation Release No.  19975  (Jan. 22, 2007). 								
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diff --git a/raw/aaer/2010/AAER-3119.txt b/raw/aaer/2010/AAER-3119.txt
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--- /dev/null
+++ b/raw/aaer/2010/AAER-3119.txt
@@ -0,0 +1,1355 @@
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+              U.S. Securities and Exchange Commission  LITIGATION RELEASE NO. 21444 / March 10, 2010  ACCOUNTING AND AUDITING ENFORCEMENT RELEASE NO. 3119 / March 10, 2010   Securities and Exchange Commission v. Jay Lapine  Case No. C-01-3650 WHA (N.D. Cal.)  SEC Settles Civil Fraud Injunctive Action Against Former McKesson Corporation Attorney  On March 1, 2010, a consent and final judgment against Jay Lapine was entered by the United States District Court for the Northern District of California. Lapine was charged in a previously-filed action with securities fraud in connection with a financial reporting fraud at McKesson HBOC, Inc. (now, McKesson Corporation), a Fortune 100 company headquartered in San Francisco, California. Lapine consented to the entry of judgment without admitting or denying the allegations of the Commission's complaint except as to jurisdiction.  The Commission's Complaint  The Complaint, filed September 27, 2001, alleged that Lapine, together with other senior executives, participated in a long-running fraudulent scheme to inflate the revenue and net income of HBO & Company (HBOC), an Atlanta, Georgia-based vendor of health care technology that merged with McKesson in 1999. As part of this scheme, Lapine, the General Counsel of HBOC and later, of the health care technology unit of McKesson HBOC, took part in negotiating two large backdated transactions with side agreements containing cancellation contingencies that enabled the companies to recognize revenue in earlier reporting periods. Both of these practices failed to comply with Generally Accepted Accounting Principles. The fraud enabled HBOC and McKesson HBOC to report falsely in press releases and in periodic reports HBOC filed with the Commission that the companies were having an unbroken run of financial success and had continually exceeded analysts' expectations. However, when McKesson HBOC announced in April 1999 that the company was conducting an internal investigation into financial reporting irregularities, its shares tumbled from approximately $65 to $34, a drop that slashed its market value by more than $9 billion. The Commission also alleged that Lapine failed in his gatekeeper role during the multi-year long scheme.  The Settlement  The final judgment against Lapine permanently enjoins him from violating Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 12b-20, 13a-13 and 13b2-1 thereunder. In addition, Lapine was barred him from acting as an officer or director of a public company for a period of five years and was ordered to pay a civil penalty of $60,000. Lapine was acquitted on November 19, 2009 of criminal charges related to the fraud at HBOC and McKesson HBOC. 								
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+UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61688 / March 11, 2010 
+INVESTMENT COMPANY ACT OF 1940 
+Release No. 29173 / March 11, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3120 / March 11, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13543 
+In the Matter of 
+ROBERT JOHN HIPPLE,  
+Respondent. 
+ORDER MAKING FINDINGS AND IMPOSING 
+REMEDIAL SANCTIONS AND A CEASE-AND-
+DESIST ORDER PURSUANT TO SECTION 21C OF 
+THE SECURITIES EXCHANGE ACT OF 1934, 
+SECTIONS 9(b) AND 9(f) OF THE INVESTMENT 
+COMPANY ACT OF 1940, AND RULE 102(e)(1) OF 
+THE COMMISSION’S RULES OF PRACTICE 
+I. 
+On July 9, 2009, the Securities and Exchange Commission (“Commission”) instituted 
+public administrative and cease-and-desist proceedings pursuant to Section 21C of the Securities 
+Exchange Act of 1934 (“Exchange Act”), Sections 9(b) and 9(f) of the Investment Company Act 
+of 1940 (“Investment Company Act”), and Rule 102(e)(1) of the Commission’s Rules of Practice 
+against Robert John Hipple (“Hipple” or “Respondent”). 
+II. 
+In connection with these proceedings, Respondent Hipple has submitted an Offer of 
+Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the purpose 
+of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
+which the Commission is a party, and without admitting or denying the findings herein, except as 
+to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 
+admitted, Hipple consents to the entry of this Order Making Findings and Imposing Remedial 
+Sanctions and a Cease-and-Desist Order Pursuant to Section 21C of the Securities Exchange Act of 
+1934, Sections 9(b) and 9(f) of the Investment Company Act of 1940, and Rule 102(e)(1) of the 
+Commission’s Rules of practice (“Order”), as set forth below.  
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+III. 
+On the basis of this Order and Hipple’s Offer, the Commission finds1 that: 
+A. SUMMARY 
+Robert Hipple, a lawyer and the former CEO and CFO of now-defunct business 
+development company (“BDC”)2 iWorld Projects & Systems, Inc. (“iWorld”), overstated the 
+value of iWorld’s primary asset – its investment in several portfolio companies – in three 
+consecutive quarterly filings in 2005.  Hipple, who personally performed iWorld’s accounting 
+and financial reporting functions, also misled iWorld’s auditors into believing that the company 
+had independently evaluated the worth of its portfolio companies.  As a result of his conduct, 
+Hipple i) violated the antifraud provisions of the Exchange Act, filed false Sarbanes-Oxley 
+executive certifications, misled iWorld’s auditors, falsified books and records, and knowingly 
+circumvented internal controls; ii) violated Section 57(a)(1) of the Investment Company Act;  
+and iii) aided and abetted and caused iWorld’s violations of the reporting, books and records, and 
+internal controls provisions of the Exchange Act, and iWorld’s violations of the BDC books and 
+records provision of the Investment Company Act.  
+B. RESPONDENT 
+Robert John Hipple, age 64, resides in Cocoa, Florida.  He is an attorney licensed in 
+Florida and Georgia. Hipple a nd an associate controlled the management and operations of 
+iWorld Projects and Systems, Inc. (“iWorld Florida”), a private Florida company, when it was 
+acquired in early 2005 by iWorld Projects & Systems, Inc. (“iWorld”), a business development 
+company. At the time, Hipple was the CEO of iWorld Florida.  After the acquisition, Hipple 
+formally became iWorld’s CEO and remained in that position until he resigned in March 2006.  
+He also acted as iWorld’s principal financial officer.   
+C. RELEVANT ENTITIES 
+iWorld Projects and Systems, Inc. (“iWorld”) is a BDC that, during all relevant 
+periods, was incorporated in Nevada and headquartered in Addison, Texas.  iWorld has not filed 
+a periodic report with the Commission since it filed its third quarter 2005 Form 10-Q in 
+November 2005.  The Nevada Secretary of State revoked iWorld’s corporate charter on January 
+1, 2006 for failure to pay franchise taxes. iWor ld filed for voluntary Chapter 7 bankruptcy in 
+May 2008. In March 2009, the bankruptcy court cl osed the case because iWorld had no assets. 
+1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any 
+other person or entity in this or any other proceeding. 
+2 A BDC is a closed-end investment company authorized by Congress for the purpose of making capital 
+more readily available to certain types of companies.  Under the Investment Company Act, a closed-end company 
+meeting certain eligibility criteria may elect to be regulated as a BDC by filing a notification with the Commission 
+on Form N-54A.  A company filing such a notification is regulated under Sections 55 through 65 of the Investment 
+Company Act.  These sections set forth rules governing the investments BDCs may make, transactions BDCs may 
+enter into, and the governance of BDCs, as well as various other rules governing BDCs. 
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+On August 14, 2009, the Commission, pursuant to Section 12(j) of the Exchange Act, revoked 
+the registration of each class of iWorld’s registered securities. 
+iWorld Florida was, prior to its acquisition by iWorld, a privately-held Florida 
+corporation formed by Hipple in May 2004.  iWorld Florida was dissolved on September 15, 
+2006. 
+D. FACTS 
+1. Hipple Postures iWorld Florida for Acquisition by iWorld as BDC 
+a. Shortly after forming iWorld Florida in May 2004, Hipple and others 
+caused it to acquire two small private companies in the project management services industry: 
+Applied Management Concepts, Inc. (“AMC”) and Process Integrity, Inc. (“PII”) (together, “the 
+subsidiaries”). iWorld Florida acquired the subsidiaries for a total of $285,000 in working 
+capital payments, $200,000 in assumed liabilities, and 1.1 million shares of iWorld Florida 
+common stock. This stock was not publicly trad ed and had no readily ascertainable market 
+value. 
+b. When iWorld Florida acquired the subsidiaries, AMC had no operations, 
+while PII had only limited revenues from sales of its only product, a piece of project 
+management software.  Specifically, during the six months before the acquisition, PII had total 
+revenues of $89,000 and was not profitable. Hipple knew these facts at the time.  
+c. Notwithstanding the subsidiaries’ poor performance and negligible 
+operations, Hipple accepted and adopted the financial forecasts presented to him.  According to 
+those forecasts, AMC and PII would generate $2.4 million in revenue in the six-month period 
+after their acquisition by iWorld Florida, and would generate in 2005 a total of $5.5 million in 
+revenue. Hipple had no objective information in  his possession to support these forecasts. 
+d. In December 2004, Hipple initiated and directed a series of transactions to 
+form iWorld.  He first obtained two public, blank-check shell companies, Silesia Enterprises, Inc. 
+(“Silesia”) and Organic Solutions, Inc. (“Organic”).  He then caused Silesia to file a Form N-54 
+election to become a BDC.   
+e. Hipple then directed and caused Silesia’s merger into Organic.  Among 
+other things, Hipple caused Organic to issue convertible preferred shares to four of his designees, 
+including his wife and a college-aged employee of one of his business partners.  Hipple oversaw 
+the conversion of the designee’s preferred shares into common shares – which gave them control 
+over Organic – and the voting of those shares to approve actions related to merging Organic with 
+Silesia, with Organic as the surviving corporation.  At the conclusion of these transactions, 
+Hipple effectively controlled the post-merger company (a BDC), which, as part of the merger, 
+changed its name to iWorld.  Hipple thereafter obtained a new CUSIP number and trading 
+symbol for iWorld’s common shares so they could be publicly traded.  
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+2.	 Hipple Causes iWorld to Acquire iWorld Florida 
+and Prepares False Filings Overstating iWorld Florida’s Value
+ a. On February 25, 2005, iWorld filed a current report on Form 8-K 
+announcing that it had agreed to acquire iWorld Florida through a merger.  Hipple drafted the 
+filing and caused it to be filed. The Form 8-K stated that the transaction was “valued at $10 
+million, based on the number of shares issued, the market price of the shares, and the assets and 
+businesses acquired.” It then described iWor ld Florida and the subsidiaries’ business, 
+concluding that “combined revenues from [iWorld Florida’s] subsidiaries . . . for 2005 are 
+expected to be in the range of $25 to $30 million, provided sufficient working capital is 
+obtained.” 
+b. The purported $10 million valuation was materially false and misleading. 
+Among other things, the Form 8-K failed to disclose that Hipple controlled both iWorld and 
+iWorld Florida at the time of their merger.  Consequently, and contrary to the Form 8-K’s 
+description of the transaction, the merger did not involve arms-length negotiation and was in fact 
+a related-party transaction.  Furthermore, the Form 8-K failed to disclose that, because Hipple 
+controlled both sides of the transaction, he was able to reverse-engineer the number of shares 
+exchanged between iWorld and iWorld Florida to lend legitimacy to the $10 million figure.  In 
+addition, there was no disclosure that iWorld Florida’s sole asset – its investments in the 
+subsidiaries – had been acquired during the summer of 2004 for only $285,000 cash, $200,000 in 
+assumed liabilities, and 1.1 million shares of iWorld Florida’s non-public stock – consideration 
+that was worth, at best, only a fraction of $10 million.   
+c. The Form 8-K’s representations about the subsidiaries’ prospects were 
+also materially false and misleading, since they were wholly speculative and unsupported.  As 
+noted above, at the time iWorld Florida acquired them in the summer of 2004, PII and AMC had 
+generated meager revenues over the preceding six months.  Their performance after their 
+acquisition by iWorld Florida was no better; indeed, as Hipple knew from internal company 
+reports he received, PII and AMC consistently fell far short of their forecasted performance.  
+Accordingly, Hipple knew or recklessly disregarded that the Form 8-K’s assertions of subsidiary 
+revenues of $25 million to $30 million were baseless. 
+3.	 Hipple Prepares and Certifies iWorld’s False Quarterly Filings 
+a. After iWorld acquired iWorld Florida, Hipple became iWorld’s Chairman, 
+CEO and CFO and performed the company’s accounting and financial reporting functions.  In 
+this capacity, he maintained iWorld’s books and records, was responsible for its system of 
+internal controls, and drafted and filed with the Commission its periodic reports. 
+b. In 2005, iWorld filed three quarterly reports on Forms 10-Q: on May 20, 
+2005, August 12, 2005 and November 15, 2005.  Hipple prepared, signed and certified each of 
+the filings.  
+c. Each of these quarterly reports contained financial statements and other 
+disclosures representing that the subsidiaries (AMC and PII) – including two additional start-up 
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+operating companies iWorld had acquired – were valued at $10 million.  These subsidiaries – 
+which the quarterly reports referred to as “portfolio companies” – comprised, as reported in the 
+quarterly reports, approximately 96% of iWorld’s total assets. 
+d. The reported $10 million valuation was materially false and misleading.  
+As described above, iWorld’s initial valuation of the subsidiaries at $10 million was itself false 
+and misleading since it was not the product of arms-length negotiation, was far in excess of what 
+iWorld Florida had paid to acquire the subsidiaries roughly six months earlier, and was 
+unsupported by the subsidiaries’ poor financial performance.  None of these circumstances had 
+changed by the time Hipple prepared and filed the quarterly reports.  To the contrary, he had 
+continually received information, including reports from the subsidiaries, demonstrating that 
+their performance was deteriorating.  For instance, by the time iWorld filed the first quarter Form 
+10-Q on May 20, 2005, Hipple knew from internal reports that all of the subsidiaries had 
+continued to fall far short of internal projections, with some subsidiaries producing no revenues 
+whatsoever. He also knew that iWorld’s working capital – which was critical to the subsidiaries’ 
+survival – was rapidly diminishing.  From these facts alone (which were not publicly disclosed), 
+Hipple knew or recklessly disregarded that the subsidiaries’ reported valuation was grossly 
+overstated. 
+e. By the time iWorld filed its second quarter Form 10-Q on August 12, 
+2005, Hipple knew from internal reports the additional fact that, not only were the subsidiaries 
+far below their financial projections, they were in fact deeply unprofitable.  Indeed, only PII still 
+had operations by August 2005, due in part to the fact that iWorld had exhausted its working 
+capital, on which the subsidiaries depended.  As iWorld’s CEO and CFO, Hipple knew the 
+subsidiaries were dependent on iWorld for working capital and that, without working capital, the 
+subsidiaries would cease operations. 
+f. By the time iWorld filed its third quarter Form 10-Q on November 15, 
+2005, Hipple knew that meaningful subsidiary operations had ceased and that there was no 
+prospect of iWorld’s reviving them, since iWorld itself had no cash.  Moreover, by December 
+2005, Hipple learned that PII’s president had previously pledged PII’s sole asset – rights to its 
+software product – to a third party as security for a loan to PII to make payroll.  
+g. Hipple never revealed the subsidiaries’ dire circumstances in iWorld’s 
+2005 quarterly filings. To the contrary, each of the filings repeated the $10 million valuation, 
+which the second and third quarter filings amplified by asserting that “the Company’s 
+Investment Committee [has] determine[d] that the portfolio investments should be valued at $10 
+million.” This was false: iWorld’s investment committee never considered the valuation of the 
+subsidiaries.  Moreover, each of the quarterly filings represented that the subsidiaries were 
+projected to earn tens of millions of dollars of revenue through the end of 2006.  In view of the 
+circumstances described above – including the subsidiaries’ continuous unprofitability and the 
+depletion of iWorld’s working capital – these representations were completely unfounded and, 
+consequently, were materially false and misleading. 
+h. Even after learning that PII’s president had pledged PII’s software to 
+secure a loan to PII, Hipple made no effort to amend iWorld’s third quarter Form 10-Q. 
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+4. Hipple Materially Misleads iWorld’s Auditor 
+a. As a BDC, iWorld was required under Section 2(a)(41) of the Investment 
+Company Act (which applies to BDCs pursuant to Section 59 of that Act) to determine in good 
+faith the fair value of the securities of its portfolio companies, since market quotations for those 
+securities were not readily available.  iWorld never made a good faith determination, either when 
+it acquired iWorld Florida and its subsidiaries, or thereafter.  Hipple knew, or was reckless in not 
+knowing, that no such determination had been made. 
+b. Hipple, however, told iWorld’s auditor – in connection with the auditor’s 
+review of iWorld’s first quarter 2005 Form 10-Q – that an “independent investment board” had 
+approved the $10 million valuation.  Hipple knew, or was reckless in not knowing, that this 
+statement was false. 
+5. Civil Penalty 
+Respondent has submitted sworn Statements of Financial Condition, dated October 2, 
+2009 and October 9, 2009, and other evidence, and has asserted his inability to pay a civil 
+penalty. 
+E. VIOLATIONS 
+1. Based on the foregoing, the Commission finds that Respondent Hipple willfully 
+violated: 
+a. Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, which 
+prohibit fraudulent conduct in connection with the purchase or sale of securities; 
+b. Section 34(b) of the Investment Company Act, made applicable to BDCs 
+through Section 59 of the Investment Company Act, which provides, among other things, that in 
+any registration statement, application, report, account, record, or other document filed or 
+transmitted by iWorld pursuant to the Investment Company Act or kept by iWorld pursuant to 
+Section 31(a) of the Investment Company Act, it shall be unlawful for any person so filing, 
+transmitting or keeping any such document to make any untrue statement of material fact or to 
+omit to state therein any fact necessary in order to prevent the statements made therein, in the 
+light of the circumstances under which they were made, from being materially misleading;  
+c. Rule 13a-14 under the Exchange Act, which required Hipple, as iWorld’s 
+principal executive and financial officer, to certify in each quarterly and annual report filed or 
+submitted by iWorld under Section 13(a) of the Exchange Act, that: (1) he had reviewed the 
+report; and (2) based on his knowledge, the report did not contain any untrue statement of 
+material fact, or omit to state a material fact necessary in order to make the statements made, in 
+light of the circumstances under which such statements were made, not misleading with respect 
+to the period covered by the report; 
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+d. Section 13(b)(5) of the Exchange Act, which provides that no person shall 
+knowingly falsify any book, record, or account of an issuer that has a class of securities 
+registered pursuant to Section 12 of the Exchange Act, or is required to file reports pursuant to 
+Section 15(d) of the Exchange Act, or knowingly circumvent the registrant’s system of internal 
+accounting controls; 
+e. Rule 13b2-1 under the Exchange Act, which provides that no person shall, 
+directly or indirectly, falsify or cause to be falsified any book, record, or account subject to 
+Section 13(b)(2)(A) of the Exchange Act; 
+f. Rule 13b2-2(a) under the Exchange Act, which prohibits an officer or 
+director of an issuer from, directly or indirectly: (1) making, or causing to be made, a materially 
+false or misleading statement; or (2) omitting, or causing to be omitted, a statement of a material 
+fact necessary to make the statements made, in light of the circumstances under which they were 
+made, not misleading to an accountant in connection with a required audit, or the preparation or 
+filing of a required document or report;  
+g. Section 57(a)(1) of the Investment Company Act, which prohibits persons 
+“related” to a BDC, as defined in Section 57(b) of the Investment Company Act, from acting as 
+principal knowingly selling to the BDC any securities in another company unless at least one of 
+two conditions applies.  The first condition is that the sale involves solely securities of which the 
+buyer is the issuer. See Section 57(a)(1)(A). The second is  that the sale involves solely 
+securities of which the seller is the issuer and which are part of a general offering to the holders 
+of a class of its securities.   See Section 57(a)(1)(B). Section 57(b)(2) defines a “related person 
+of a BDC,” in pertinent part, as any person directly or indirectly “controlling” a BDC.  Section 
+(2)(a)(9) of the Investment Company Act, in turn, defines “control” as “the power to exercise a 
+controlling influence over the management or policies of a company.”  Hipple controlled iWorld 
+when he sold, as a principal, his iWorld Florida shares to iWorld in iWorld’s acquisition of 
+iWorld Florida.  Hipple’s sale of his shares did not satisfy either of the two conditions set forth in 
+Section 57(a)(1)(A) or (B). Thus, Hipple violated Section 57(a)(1);  
+2. Based on the foregoing, the Commission finds that Respondent Hipple willfully 
+aided and abetted and caused iWorld’s violations of:  
+a. Section 13(a) of the Exchange Act and Rules 13a-11, 13a-13, and 12b-20 
+thereunder, which required iWorld to file information and documents as prescribed by the 
+Commission, including current and quarterly reports, and to include in those reports any material 
+information as may be necessary to make the required statements in those reports not misleading 
+in light of the circumstances under which the statements were made;  
+b. Section 13(b)(2)(A) of the Exchange Act, which required iWorld, as a 
+reporting company, to make and keep books, records, and accounts which, in reasonable detail, 
+accurately and fairly reflected its transactions and dispositions of its assets; 
+c. Section 13(b)(2)(B) of the Exchange Act which required iWorld, as a 
+reporting company, to devise and maintain a system of internal accounting controls sufficient to 
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+provide reasonable assurances that transactions were recorded as necessary to permit preparation 
+of financial statements in conformity with generally accepted accounting principles; and  
+d. Section 31(a) of the Investment Company Act made applicable to BDCs 
+by Section 64 of the Investment Company Act, and Rule 31a-1 thereunder, which required 
+iWorld to make and keep certain books and records, including, among other things, ledgers of all 
+assets, liabilities, reserve capital, income and expense accounts reflecting account balances on 
+each day, and corporate documents such as minutes from shareholder and board meetings. 
+IV. 
+In view of the forgoing, the Commission deems it necessary and appropriate in the public 
+interest to impose the sanctions agreed to in Respondent Hipple’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Hipple shall cease and desist from committing or causing any violations and any 
+future violations of Secti ons 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1, 
+13b2-2, and 13a-14 thereunder, and Sections 34(b) and 57(a) of the Investment Company Act, 
+and from causing any violations of and any future violations of Sections 13(a), 13(b)(2)(A) and 
+13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-11, and 13a-13 thereunder and Section 
+31(a) of the Investment Company Act and Rule 31a-1 thereunder;  
+B. Pursuant to Section 21C(f) of the Exchange Act, Hipple is prohibited, for a period 
+of five years, from acting as an officer or director of any issuer that has a class of securities 
+registered pursuant to Section 12 of the Exchange Act, or that is required to file reports pursuant 
+to Section 15(d) of the Exchange Act;  
+C. Pursuant to Section 9(b) of the Investment Company Act, Respondent Hipple is 
+prohibited from serving or acting as an employee, officer, director, member of an advisory board, 
+investment adviser or depositor of, or principal underwriter for, a registered investment company 
+or affiliated person of such investment adviser, depositor, or principal underwriter, with the right 
+to reapply for association after five (5) years to the appropriate self-regulatory organization, or if 
+there is none, to the Commission;  
+D. Pursuant to Rule 102(e)(1)(iii) of the Commission’s Rules of Practice, Hipple is 
+denied the privilege of appearing or practicing before the Commission as an accountant;  
+E. The Division of Enforcement ("Division") may, at any time following the entry of 
+this Order, petition the Commission to: (1) reopen this matter to consider whether Respondent 
+provided accurate and complete financial information at the time such representations were 
+made; and (2) seek an order directing payment of the maximum civil penalty allowable under the 
+law. No other issue shall be considered in c onnection with this petition other than whether the 
+financial information provided by Respondent was fraudulent, misleading, inaccurate, or 
+incomplete in any material respect.  Respondent may not, by way of defense to any such petition:  
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+(1) contest the findings in this Order; (2) assert that payment of a penalty should not be ordered; 
+(3) contest the imposition of the maximum penalty allowable under the law; or (4) assert any 
+defense to liability or remedy, including, but not limited to, any statute of limitations defense; 
+and 
+F. Any reapplication for association by the Respondent will be subject to the 
+applicable laws and regulations governing the reentry process, and reentry may be conditioned 
+upon a number of factors, including, but not limited to, the satisfaction of any or all of the 
+following: (a) any disgorgement ordered ag ainst the Respondent, whether or not the 
+Commission has fully or partially waived payment of such disgorgement; (b) any arbitration 
+award related to the conduct that served as the basis for the Commission order; (c) any self-
+regulatory organization arbitration award to a customer, whether or not related to the conduct 
+that served as the basis for the Commission order; and (d) any restitution order by a self-
+regulatory organization, whether or not related to the conduct that served as the basis for the 
+Commission order. 
+By the Commission. 
+        Elizabeth M. Murphy 
+        S e c r e t a r y 
+9
+ 
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21456 / March 19, 2010  Accounting and Auditing Enforcement Release No. 3121 / March 19, 2010   Securities and Exchange Commission v. Exotics.com, Inc , Civil Action No. 2:05-cv-00531-PMP-GWF, United States District Court, District of Nevada  Final Judgments Entered Against Certified Public Accountants Stephen P. Corso and Brian K. Rabinovitz in Market Manipulation and Financial Fraud Case  The Securities and Exchange Commission announced that a federal district court in Nevada has entered final judgments, by consent, against Stephen P. Corso, of Las Vegas, Nevada, and Brian K. Rabinovitz of Oak Park, California, in connection with an enforcement action filed in 2005 concerning a stock manipulation and accounting fraud scheme. The judgment against Corso, entered on March 18, 2010, permanently enjoins him from violating the antifraud and auditor independence provisions of the federal securities laws. The judgment against Rabinovitz, entered on March 15, 2010, permanently enjoins him from violating the auditor independence provisions of the federal securities laws and orders him to pay a civil penalty of $30,000.  The Commission's civil injunctive action was filed on April 25, 2005, against Exotics.com, Inc., a Nevada corporation based in Vancouver, British Columbia, and 12 additional principal defendants and one relief defendant. The Commission's complaint alleged that, between at least 1999 and 2002, Exotics.com, which was then an Over-the-Counter Bulletin Board company in the business of operating adult Web sites, was the subject of a stock manipulation and accounting fraud perpetrated by, among others, its officers, attorneys and outside auditors. The complaint alleged, among other things, that Corso, Rabinovitz, and others engaged in conduct that resulted in Exotics.com filing materially false and misleading financial statements in its Commission filings. The complaint further alleged that audit staff under the supervision of Corso and Rabinovitz committed acts and/or omissions that caused them to become non-independent during audits of Exotics.com and that Corso and Rabinovitz approved the issuance of audit reports that were incorporated in Exotics.com's Commission filings. According to the complaint, the audit reports, among other things, falsely stated that the audits had been conducted by an independent auditor and in accordance with generally accepted auditing standards (GAAS). The Complaint also alleged that Rabinovitz and audit staff under his supervision engaged in a number of improper accounting practices that caused Exotics.com's financial statements to depart from generally accepted accounting principles (GAAP).  Without admitting or denying the allegations in the Commission's complaint, Corso and Rabinovitz consented to the entry of final judgments against them. The final judgment against Corso enjoins him from violating Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder and Rule 2-02 of Regulation S-X. The final judgment against Rabinovitz enjoins him from violating Rule 2-02 of Regulation S-X and orders him to pay a civil penalty of $30,000.  Rabinovitz also consented to the entry of an Administrative Order, pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending him from appearing or practicing before the Commission as an accountant, with a right to apply for reinstatement after three years. Corso was previously forthwith suspended, on April 14, 2009, from appearing or practicing before the Commission as an accountant.  The Commission previously obtained judgments by default against two defendants and judgments by consent against two additional defendants. The action remains pending against the remaining seven defendants and a relief defendant.  For further information, see Litigation Release Nos.  19207  (April 28, 2005) [civil injunctive action filed],  19645  (April 7, 2006) [judgment by default against Exotics.com],  19699  (May 15, 2006) [judgment by consent against Barry Duggan],  19957  (January 4, 2007) [judgment by default against Gary Thomas], and  21028  (May 7, 2009) [judgment by consent against Edward James Wexler], and Exchange Act Release No.  59766  (April 14, 2009) [forthwith suspension of Stephen Corso]. 								
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+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+       
+      
+ 
+  
+ 
+      
+   
+      
+    
+       
+       
+  
+   
+ 
+ 
+ 
+ 
+  
+ 
+ 
+                                                
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61771 / March 24, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3122 / March 24, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13832 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+BRIAN K. RABINOVITZ, CPA, : 102(e) OF THE COMMISSION’S RULES OF 
+: PRACTICE, MAKING FINDINGS, AND 
+Respondent. : IMPOSING REMEDIAL SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Brian K. 
+Rabinovitz (“Respondent” or “Rabinovitz”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Rabinovitz, age 41, is and has been a certified public accountant licensed to 
+practice in the State of California as of 2007.  He also was or is licensed to practice in the State of 
+New York.  Rabinovitz was employed by Merdinger, Fruchter, Rosen & Corso, P.C. (later 
+Merdinger, Fruchter, Rosen & Company, P.C.)(“MFRC”) as a senior manager and, later, as a non-
+equity partner from 1995 until August 2002.  In the latter capacity, he supervised MFRC’s audit and 
+other engagements concerning Exotics.com, Inc. (“Exotics.com”) in 2001 and 2002. 
+2. Exotics.com was, at all relevant times, a Nevada corporation with its 
+principal place of business in Vancouver, British Columbia, Canada.  Exotics.com was engaged in 
+the business of owning, operating, and licensing adult-oriented websites.  At all relevant times, 
+Exotics.com’s common stock was registered with the Commission pursuant to Section 12(g) of the 
+Securities Exchange Act of 1934, and was approved for quotation on the OTC Bulletin Board. 
+3. On March 15, 2010, a final judgment was entered against Rabinovitz, 
+permanently enjoining him from future violations of Rule 2-02 of Regulation S-X in the civil 
+action entitled Securities and Exchange Commission v. Exotics.com, Inc., et. al, Civil Action 
+Number 2:05-cv-00531-PMP-GWF, in the United States District Court for the District of Nevada.  
+Rabinovitz was also ordered to pay a $30,000 civil money penalty. 
+4. The Commission’s complaint alleged, among other things, that Rabinovitz 
+and others participated in a scheme that resulted in Exotics.com filing materially false and 
+misleading financial statements in its Commission filings, including, among others, an amended 
+current report on Form 8-K filed on September 24, 2001, a quarterly report on Form 10-QSB for 
+the quarter ended September 30, 2001, and an annual report on Form 10-KSB for the fiscal year 
+ended December 31, 2001.  The complaint further alleged that Rabinovitz and audit staff under his 
+supervision committed acts and/or omissions that caused them to become non-independent during 
+audits of Exotics.com and that Rabinovitz approved the issuance by MFRC of audit reports which, 
+among other things, falsely stated that the audits had been conducted by an independent auditor 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+ 
+and in accordance with generally accepted auditing standards (“GAAS”).  The Complaint also 
+alleged that Rabinovitz and audit staff under his supervision engaged in a number of improper 
+accounting practices that caused Exotics.com’s financial statements to depart from generally 
+accepted accounting principles (“GAAP”). 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Rabinovitz’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Rabinovitz is suspended from appearing or practicing before the Commission as an 
+accountant. 
+B. After three years from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the respondent’s or the firm’s quality control system that would indicate 
+that the respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+3
+ 
+ 
+      
+  
+ 
+ 
+ 
+ 
+   
+ 
+ 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
\ No newline at end of file
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+     
+ 
+ 
+ 
+ 
+ 
+          
+   
+    
+  
+      
+   
+      
+      
+      
+        
+        
+_______________________________________   
+   
+ 
+ 
+ 
+ 
+   
+ 
+                                                
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61827 / April 1, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3123 / April 1, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13840 
+      _ _ 
+: 
+:
+ : 
+In the Matter of  : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+J. MICHAEL BROULLIRE   : 102(e) OF THE COMMISSION’S RULES OF
+ (CPA),  : PRACTICE, MAKING FINDINGS, AND 
+: IMPOSING REMEDIAL SANCTIONS 
+Respondent. :
+ :
+ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against J. 
+Michael Broullire (“Respondent” or “Broullire”) pursuant to Rule 102(e)(3)(i) of the 
+Commission’s Rules of Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+  
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Broullire, age 56, is and has been a certified public accountant licensed to 
+practice in the State of Maryland.  During the relevant period, 2003-2006, Broullire practiced 
+accounting with a small accounting firm in Maryland and then with his own accounting business. 
+2. TVI Corporation is a Maryland corporation headquartered in Glenn Dale, 
+Maryland. TVI’s business includes selling emergency response equipment to the government and 
+other purchasers.  During the relevant period, TVI’s common stock was registered with the 
+Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”).  
+After July 2006, TVI’s stock was registered with the Commission pursuant to Section 12(b) and 
+traded on the NASDAQ SmallCap Market under the symbol “TVIN,” and then was registered 
+pursuant to Section 12(g) and quoted on the Pink Sheets under the symbol “TVINQ.PK.”  In 
+September 2009, TVI’s stock registration was revoked. 
+3. On March 25, 2010, the Commission filed a complaint against Broullire in 
+SEC v. Richard V. Priddy, et al. (Civil Action No. 1:10-cv-00739 (BEL)(D. Md.).  On March 26, 
+2010, the court entered an order permanently enjoining Broullire, by consent, from aiding and 
+abetting future violations of Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5, 12b-
+20, and 13a-1 thereunder. 
+4. The Commission’s complaint alleged, among other things, that Broullire 
+participated in fraudulent schemes with TVI’s former President and CEO and former Executive 
+Vice President by which they created two companies to purchase products and resell them to 
+TVI at approximately a 100% or greater markup.  The Complaint also alleged that TVI paid one 
+of these companies a fictitious finder’s fee in connection with a corporate acquisition.  The 
+Complaint alleged that these fraudulent schemes enriched Broullire and the former TVI 
+executives and materially reduced the net income that TVI reported in its 2004 Form 10-KSB 
+and 2006 Form 10-K.  
+2
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+   
+ 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Broullire’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that Broullire is suspended 
+from appearing or practicing before the Commission as an accountant.
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+3
+ 
\ No newline at end of file
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@@ -0,0 +1,131 @@
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61833 / April 2, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3124 / April 2, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13843 
+ 
+ 
+In the Matter of 
+ 
+MICHAEL DEGENNARO 
+ 
+Respondent. 
+ 
+ 
+ 
+ 
+ORDER INSTITUTING CEASE-AND-DESIST 
+PROCEEDINGS PURSUANT TO SECTION 
+21C OF THE SECURITIES EXCHANGE ACT 
+OF 1934, MAKING FINDINGS, AND 
+IMPOSING A CEASE-AND-DESIST ORDER  
+   
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
+and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
+Exchange Act of 1934 (“Exchange Act”), against Michael DeGennaro (“DeGennaro” or 
+“Respondent”).   
+ 
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
+and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   
+ 
+ 2
+                                                
+III. 
+ 
+ On the basis of this Order and Res pondent’s Offer, the Commission finds1 that:  
+ 
+1. DeGennaro, age 44, resides in Long Is land, New York.  DeGennaro at all relevant 
+times was Senior Vice President of Finance of Symbol Technologies, Inc. (“Symbol”).   
+ 
+2. Symbol was at all relevant times (a) a Delaware corporation with principal offices 
+in Holtsville, New York; (b) engaged in the design, manufacture, marketing and servicing of 
+mobile information systems using bar code scanners and similar devices; and (c) a public company 
+whose common stock was traded on the New York Stock Exchange and registered with the 
+Commission pursuant to Section 12(b) of the Exchange Act.  On January 9, 2007, Symbol was 
+acquired by Motorola, Inc. 
+ 
+3. As described below, Symbol violated the financial recordkeeping and internal 
+control provisions of Section 13(b)(2) of the Exchange Act due to its failure to maintain the 
+requisite accounting records and implement adequate internal accounting controls.
+2 
+ 
+4. In 2000 and 2001, Symbol created and used certain restructuring charges and 
+related reserves in contravention of GAAP.  As a result, Symbol misstated, inter alia, its operating 
+expenses and net income on its books and records and in its financial statements. 
+ 
+5. During the relevant period, Symbol recorded non-recurring charges in connection 
+with, inter alia, Symbol’s: (i) acquisition of Telxon Corporation, which resulted in a $185.9 
+million restructuring charge recorded in the fourth quarter of 2000; and (ii) Symbol’s relocation of 
+manufacturing operations to new facilities, which resulted in a $59.7 million restructuring charge 
+recorded in the third quarter of 2001 (collectively the “Charges”). The Charges were later reversed, 
+in part, because they did not comply with GAAP.  Symbol also incorrectly used certain reserves 
+created in conjunction with some of the Charges.  The Charges and certain associated reserves 
+were not recorded in accordance with GAAP because, inter alia, they misclassified certain 
+expenses, included amounts unrelated to the purpose of the Charge and, in some cases, were used 
+in later periods for unrelated purposes.   
+ 
+ 
+1         The findings herein are made pursuant to Respondent's Offer of Settlement and 
+are not binding on any other person or entity in this or any other proceeding.  
+2  Section 13(b)(2)(A) of the Exchange Act requires registrants to make and keep books, 
+records and accounts which, in reasonable detail, accurately and fairly reflect transactions and 
+dispositions of assets.  Section 13(b)(2)(B) requires registrants to devise and maintain a system 
+of internal accounting controls sufficient to provide reasonable assurances that transactions are 
+recorded as necessary to permit preparation of financial statements in accordance with generally 
+accepted accounting principles (“GAAP”) and to maintain accountability for assets.  
+ 
+ 3
+6. As Senior Vice President of Finance at Symbol, DeGennaro was one of the Symbol 
+executives who determined how Symbol accounted for and recorded transactions on its books and 
+records and in its financial statements.  As such, DeGennaro was one of the Symbol executives 
+who had responsibility for implementing internal accounting controls at Symbol, the purpose of 
+which controls was to provide reasonable assurances that relevant transactions were recorded as 
+necessary to permit preparation of financial statements in accordance with GAAP.  DeGennaro, 
+together with others, determined how the Charges were recorded and accounted for on Symbol’s 
+internal books and records and in its financial statements.  DeGennaro failed to take requisite steps 
+to ensure that Symbol’s internal books and records and financial statements accurately reflected 
+each element of the Charges and the uses of associated reserves, and that the Charges and the uses 
+of associated reserves were accounted for in accordance with GAAP. 
+ 
+7. By reason of the foregoi ng, DeGennaro was a cause of Symbol’s violations of 
+Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 
+ 
+  
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent DeGennaro’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED that pursuant to Section 21C of the Exchange Act, 
+Respondent DeGennaro cease and desist from causing any violations and any future violations of 
+Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 
\ No newline at end of file
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+  
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES ACT OF 1933 
+Release No.  9116 / April 7, 2010 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61856 / April 7, 2010 
+INVESTMENT ADVISERS ACT OF 1940 
+Release No. 3009 / April 7, 2010 
+INVESTMENT COMPANY ACT OF 1940 
+Release No. 29203 / April 7, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3125 / April 7, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13847 
+In the Matter of 
+MORGAN ASSET MANAGEMENT, INC.; 
+MORGAN KEEGAN & COMPANY, INC.; 
+JAMES C. KELSOE, JR.; and 
+JOSEPH THOMPSON WELLER, CPA, 
+Respondents. 
+ORDER INSTITUTING 
+ADMINISTRATIVE AND CEASE-AND-
+DESIST PROCEEDINGS PURSUANT TO 
+SECTION 8A OF THE SECURITIES ACT 
+OF 1933, SECTIONS 4C, 15(b) AND 21C 
+OF THE SECURITIES EXCHANGE ACT 
+OF 1934, SECTIONS 9(b) AND 9(f) OF 
+THE INVESTMENT COMPANY ACT OF 
+1940, SECTIONS 203(e), 203(f) AND 203(k) 
+OF THE INVESTMENT ADVISERS ACT 
+OF 1940 AND RULE 102(e)(1)(iii) OF THE 
+COMMISSION’S RULES OF PRACTICE 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
+the public interest that public administrative and cease-and-desist proceedings be, and hereby 
+are, instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), Section 
+21C of the Securities Exchange Act of 1934 (“Exchange Act”), and Sections 9(b) and 9(f) of the 
+Investment Company Act of 1940 (“Investment Company Act”) against Morgan Asset 
+Management, Inc. (“Morgan Asset”); Morgan Keegan & Company, Inc. (“Morgan Keegan”); 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+  
+ 
+ 
+ 
+ 
+ 
+James C. Kelsoe, Jr. (“Kelsoe”); and Joseph Thompson Weller, CPA (“Weller”) (collectively 
+“Respondents”); pursuant to Section 15(b)(4) of the Exchange Act against Morgan Keegan; 
+pursuant to Section 15(b)(6) of the Exchange Act against Morgan Asset, Kelsoe and Weller; 
+pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) 
+against Morgan Asset and Morgan Keegan; pursuant to Sections 203(f) and 203(k) of the Advisers 
+Act against Kelsoe and Weller; and pursuant to Section 4C1 of the Exchange Act and Rule 
+102(e)(1)(iii) of the Commission’s Rules of Practice against Weller.2 
+II. 
+After an investigation, the Division of Enforcement alleges that: 
+A. RESPONDENTS 
+1. Morgan Asset , incorporated in Tennessee on April 10, 1986, has been an 
+investment adviser registered with the Commission at all relevant times.  Morgan Asset’s principal 
+place of business is in Memphis, Tennessee.  Morgan Asset is a wholly-owned subsidiary of MK 
+Holding, Inc., which in turn is a wholly-owned subsidiary of Regions Financial Corporation.   
+2. Morgan Keegan , incorporated in Tennessee on June 27, 1969, has been registered 
+with the Commission as a broker-dealer at all relevant times and as an investment adviser since 
+July 27, 1992. During the relevant time period, Morgan Keegan served as the principal 
+underwriter and sole distributor of shares of the open-end Funds.  Morgan Keegan’s principal place 
+of business is in Memphis, Tennessee.   
+3. Kelsoe , 46 years of age, is a resident of Memphis, Tennessee.  During 2007, Kelsoe 
+was a senior portfolio manager for Morgan Asset. He also was a Managing Director of Morgan 
+Keegan.  Kelsoe is a Chartered Financial Analyst and previously held Series 7 and 65 licenses.  
+1 Section 4C provides, in relevant part, that: 
+The Commission may censure any person, or deny, temporarily or permanently, to any 
+person the privilege of appearing or practicing before the Commission in any way, if that person 
+is found . . . (1) not to possess the requisite qualifications to represent others . . . (2) to be lacking 
+in character or integrity, or to have engaged in unethical or improper professional conduct; or (3) 
+to have willfully violated, or willfully aided and abetted the violation of, any provision of the 
+securities laws or the rules and regulations thereunder. 
+2 Rule 102(e)(1)(iii) provides, in pertinent part, that: 
+The Commission may . . . deny, temporarily or permanently, the privilege of appearing or 
+practicing before it . . . to any person who is found . . .  to have willfully violated, or willfully 
+aided and abetted the violation of any provision of the Federal securities laws or the rules and 
+regulations thereunder. 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+Kelsoe was associated with Morgan Keegan at all relevant times, and was a registered 
+representative of the firm from August 1994 through November 2008. 
+4. Weller , 44 years of age, is a resident of Memphis, Tennessee. Weller has been 
+employed by Morgan Keegan since 1992.  During the relevant period, he was Morgan Keegan’s 
+Controller and head of its Fund Accounting Department.  He holds Series 7, 27, and 66 licenses 
+and is a CPA who was previously licensed in the State of Tennessee.  That license is currently 
+lapsed. Since at least January 1, 1993, Weller has been associated with the investment adviser arm 
+of Morgan Keegan.  Additionally, from at least December 1997 through the present, Weller has 
+been a registered representative associated with the broker-dealer arm of Morgan Keegan.   
+B. OTHER RELEVANT ENTITIES 
+5. Helios Select Fund, Inc., formerly known as Morgan Keegan Select Fund, Inc. 
+(“Select Fund”), incorporated in Maryland on October 27, 1998, has been an investment company 
+registered with the Commission since its inception.  In 2007, the Select Fund contained three open-
+end portfolios: the Select High Income portfolio, the Select Intermediate Bond portfolio, and the 
+Select Short Term Bond portfolio.   
+6. Helios High Income Fund, Inc., formerly known as RMK High Income Fund, Inc., 
+a closed-end fund incorporated in Maryland on April 16, 2003, has been an investment company 
+registered with the Commission since its inception. 
+7. Helios Multi-Sector High Income Fund, Inc., formerly known as RMK Multi-
+Sector High Income Fund, Inc., a closed-end fund incorporated in Maryland on November 14, 
+2005 and has been an investment company registered with the Commission since its inception.   
+8. Helios Strategic Income Fund, Inc., formerly known as RMK Strategic Income 
+Fund, Inc., a closed-end fund incorporated in Maryland on January 16, 2004 has been an 
+investment company registered with the Commission since its inception.   
+9. Helios Advantage Income Fund, Inc., formerly known as RMK Advantage Income 
+Fund, Inc., a closed-end fund incorporated September 7, 2004, has been an investment company 
+registered with the Commission since its inception.  
+10. Morgan Asset, through Kelsoe, managed the Helios Select Fund, Inc., the Helios 
+High Income Fund, Inc., the Helios Multi-Sector High Income Fund, Inc., the Helios Strategic 
+Income Fund, Inc., and the Helios Advantage Income Fund, Inc. (collectively, the “Funds”) from 
+at least November 2004 through July 29, 2008.   
+3
+ 
+ 
+ 
+ 
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+  
+C. THE FRAUDULENT SCHEME 
+Overview 
+11. During various periods between at least January 2007 and July 2007, the daily net 
+asset value3 (“NAV”) of each of the Funds was materially inflated as a result of the fraudulent 
+conduct of Respondents. Kelsoe, an employee of Morgan Asset and Morgan Keegan, was the 
+portfolio manager for the Funds. Weller was an officer and treasurer of the Funds and signed and 
+certified their periodic reports to the Commission.   
+12. Respondent Morgan Keegan, a registered broker-dealer and registered investment 
+adviser, was the principal underwriter and exclusive distributor of the Funds’ shares. Morgan 
+Keegan was designated in each of the Funds’ prospectuses as authorized to consummate 
+transactions in the securities of the respective Fund.  The Funds’ Boards of Directors were 
+responsible for pricing the Funds’ securities in accordance with the Funds’ valuation policies and 
+procedures. Each Fund’s Board of Directors delegated this pricing responsibility to Morgan 
+Keegan, by contract. Morgan Keegan priced each portfolio’s securities and calculated its daily 
+NAV through its Fund Accounting Department (“Fund Accounting”).  Weller, Morgan Keegan’s 
+Controller and Head of Fund Accounting, along with other Morgan Keegan personnel, staffed a 
+“Valuation Committee” that purportedly oversaw Fund Accounting’s processes and evaluated the 
+prices assigned to securities. Morgan Keegan and Weller failed, despite multiple red flags, to 
+adequately fulfill Morgan Keegan’s responsibilities, as delegated to it by the Funds’ Boards of 
+Directors, to price the Funds’ securities in accordance with their valuation policies and procedures 
+regarding valuation.  For example, Fund Accounting accepted unsubstantiated “price adjustments” 
+submitted by Kelsoe that inaccurately inflated the price of certain securities, contrary to the Funds’ 
+policies and procedures.  Fund Accounting failed to document justifications for such pricing 
+adjustments.   
+13. The Funds’ valuation policies and procedures required that dealer quotes be 
+obtained for certain securities.  Unbeknownst to Fund Accounting and the Funds’ independent 
+auditor (“Independent Auditor”), Kelsoe actively screened and manipulated the dealer quotes that 
+Fund Accounting and the Independent Auditor obtained from at least one broker-dealer.  Kelsoe 
+also failed to advise Fund Accounting or the Funds’ Boards of Directors when he received 
+information indicating that the Funds’ prices for certain securities should be reduced.   
+14. Each Fund held securities backed by subprime mortgages, and the market for such 
+securities deteriorated in the first half of 2007.  Kelsoe’s actions fraudulently forestalled declines in 
+the NAVs of the Funds that would have occurred as a result of the deteriorating market, absent his 
+intervention. Morgan Keegan fraudulently published NAVs for the Funds without following 
+procedures reasonably designed to determine that the NAVs were accurate. 
+The “net asset value” or “NAV” of an investment company is the company’s total assets 
+minus its total liabilities.  An investment company calculates the NAV of a single share (or the 
+“per share NAV”) by dividing its NAV by the number of shares that are outstanding. 
+4
+ 
+3 
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+ 
+    
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+ 
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+ 
+ 
+ 
+                                                
+ 
+Acting Contrary to Disclosures 
+15. Each Fund held, in varying amounts, securities backed by subprime mortgages.  
+Many of these securities lacked readily available market quotations and, as a result, were to be 
+internally priced by the Funds’ Boards of Directors, using “fair value” methods.  Under Section 
+2(a)(41)(B) of the Investment Company Act, the Funds must use market values for portfolio 
+securities with readily available market quotations and determine fair value for all other portfolio 
+assets. The fair value of securities for which market quotations are not readily available is the 
+price the Funds would reasonably expect to receive on a current sale of the security.
+4 
+16. The Funds adopted valuation procedures for pricing the Funds’ portfolio securities 
+and, by contract, assigned the task of following those procedures to Morgan Keegan. The Funds’ 
+valuation procedures for fair-valued securities mandated that such securities should be valued in 
+“good faith” by the Valuation Committee, considering a series of general and specific factors 
+including “fundamental analytical data relating to the investment,” “an evaluation of the forces 
+which influence the market in which the securities are purchased or sold” and “events affecting the 
+security.” The procedures, as set forth in the prospectus, required the Valuation Committee to 
+maintain a written report “documenting the manner in which the fair value of a security was 
+determined and the accuracy of the valuation made based on the next reliable public price 
+quotation for that security.”  The procedures also required that prices assigned to securities be 
+periodically validated through, among other means, broker-dealer quotes.  The procedures 
+specified that prices obtained from a broker-dealer could only be overridden when there was “a 
+reasonable basis to believe that the price provided [did] not accurately reflect the fair value of the 
+portfolio security.”  Whenever a price was overridden, the procedures mandated the basis for 
+overriding the price to be “documented and provided to the Valuation Committee for its review.”   
+17. In filings with the Commission, the Funds stated that the fair value of securities 
+would be determined by Morgan Asset’s Valuation Committee using procedures adopted by the 
+Funds. In fact, the responsibility was delegated to Morgan Keegan, which primarily staffed the 
+Valuation Committee. Morgan Keegan and the Valuation Committee failed to comply with the 
+Funds’ procedures in several ways.  Among other things: (1) the Valuation Committee left pricing 
+decisions to lower level employees in Fund Accounting who did not have the training or 
+qualifications to make fair value pricing determinations; (ii) Fund Accounting personnel relied on 
+Kelsoe’s “price adjustments” to determine the prices assigned to portfolio assets, without obtaining 
+any basis for or documentation supporting the price adjustments or applying the factors set forth in 
+the procedures; (iii) Fund Accounting personnel gave Kelsoe excessive discretion in validating the 
+prices of portfolio securities by allowing him to determine which dealer quotes to use and which to 
+ignore, without obtaining documentation to support his adjustments; and (iv) the Valuation 
+4  See AICPA Audit and Accounting Guide - Investment Companies (Sect. 2.35-2.39), which 
+incorporates Accounting Series Release No. 118 (“ASR 118”). The Commission has provided 
+interpretative guidance related to financial reporting in the Accounting Series Releases, which is 
+included in the Codification of Financial Reporting Policies. Thus, conformity with the ASR 118 
+is required by Commission rules and complies with GAAP. See also Articles 1-01(a) and 6.03 of 
+Regulation S-X. 
+5
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+Committee and Fund Accounting did not ensure that the fair value prices assigned to many of the 
+portfolio securities were periodically re-evaluated, allowing them to be carried at stale values for 
+many months at a time.   
+18. Morgan Asset adopted its own procedures to determine the actual fair value to 
+assign to portfolio securities and to “validate” those values “periodically.”   Among other things, 
+those procedures provided that “[q]uarterly reports listing all securities held by the Funds that 
+were fair valued during the quarter under review, along with explanatory notes for the fair values 
+assigned to the securities, shall be presented to the Board for its review.”   Morgan Asset failed to 
+fully implement this provision of its pricing policy. 
+19. Between at least January 2007 and July 2007, Kelsoe had his assistant send 
+approximately 262 “price adjustments” to Fund Accounting.  These adjustments were contained in 
+approximately 40 emails sent by the assistant to a staff accountant in Fund Accounting who 
+calculated the Funds’ NAVs. The adjustments were communications by Kelsoe to Fund 
+Accounting concerning the price of specific portfolio securities. In many instances, these 
+adjustments were arbitrary and did not reflect fair value.   
+20. Kelsoe’s price adjustments were routinely entered upon receipt by the staff 
+accountant into a spreadsheet used to calculate the NAVs of the Funds.    
+21. Kelsoe knew his prices were being used to compute the Funds’ NAVs.  Among 
+other things, he received bi-weekly reports on the Funds’ holdings and their prices which, by 
+comparison with previous reports, indicated that his price adjustments were being used and were 
+directly affecting the NAVs.   
+22. Fund Accounting did not request, and Kelsoe did not supply, supporting 
+documentation for his price adjustments.  Fund Accounting and the Funds did not record which 
+securities had been assigned prices by Kelsoe. 
+23. As part of the Funds’ valuation procedures, Fund Accounting sometimes requested 
+third party broker-dealer quotes as a means to validate the prices it had assigned to the Funds’ 
+securities. The Funds’ Independent Auditor used similar requests for third party broker-dealer 
+quotes as part of its annual year-end audits of the Funds. Fund Accounting or the Independent 
+Auditor would periodically send such requests to broker-dealers asking them to provide quotations 
+for various portfolio securities.   
+24. When month-end dealer quotes were received by Fund Accounting, an employee of 
+Fund Accounting performed a cursory review to estimate whether they contained any securities 
+prices that varied from current portfolio prices by more than five percent.  If so, then Kelsoe 
+determined whether the current price should be maintained or a new price—which may or may not 
+have been the price given by the broker-dealer—should be assigned to the security.  Thus, Fund 
+Accounting routinely allowed Kelsoe to determine whether dealer quotes were used or ignored.    
+6
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+  
+25. Fund Accounting did not record which dealer quotes had been overridden at 
+Kelsoe’s instruction.   
+26. Weller was the head of Fund Accounting and a member of the Valuation 
+Committee. He knew, or was highly reckless in not knowing, of the deficiencies in the 
+implementation of valuation procedures set forth above, and did nothing to remedy them or 
+otherwise to make sure fair-valued securities were accurately priced and the Funds’ NAVs were 
+accurately calculated. Among other things, Weller knew that: (i) the Valuation Committee did not 
+supervise Fund Accounting’s application of the valuation factors; (ii) Kelsoe was supplying fair 
+value price adjustments for specific securities to Fund Accounting; (iii) the members of the 
+Valuation Committee did not know which securities Kelsoe supplied fair values for or what those 
+fair values were, and did not receive supporting documentation for those values; and (iv) the only 
+pricing test regularly applied by the Valuation Committee  was the “look back” test, which 
+compared the sales price of any security sold by a Fund to the valuation of that security used in the 
+NAV calculation for the five business days preceding the sale.  The test only covered securities 
+after they were sold; thus, at any given time, the Valuation Committee never knew how many 
+securities’ prices could ultimately be validated by it.  Weller nevertheless signed the Funds’ 
+annual and semi-annual financial reports on Forms N-CSR, filed with the Commission, including 
+certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.   
+27. Morgan Keegan, acting through Weller and Fund Accounting, failed to employ 
+reasonable procedures to price the Funds’ portfolio securities and, as a result of that failure, did not 
+calculate accurate NAVs for the Funds.  Despite these failures, Morgan Keegan recklessly 
+published daily NAVs of the Funds which it could not know were accurate and, as distributor of 
+the Funds’ shares, sold shares to investors based on those NAVs.   
+Kelsoe’s Fraudulent Manipulation of the Funds’ Securities Prices 
+28. Between at least January 2007 and July 2007, Kelsoe manipulated the dealer quotes 
+obtained from at least one broker-dealer (“the Submitting Firm”).  At about the time Fund 
+Accounting or the Independent Auditor sent requests for dealer quotes to the Submitting Firm, 
+Kelsoe would confer by e-mail or phone with his contact there (the “Salesman”) regarding the 
+quotes. Among other times, Kelsoe had such conversations concerning the month-end quotes for 
+December 31, 2006, February 28, 2007, and March 31, 2007.   
+29. In some instances, even after causing the Submitting Firm to increase its quotes, 
+Kelsoe subsequently provided price adjustments to Fund Accounting that were higher than even 
+the Submitting Firm’s increased quotes.  These adjustments were not consistent with the Funds’ 
+procedures. Kelsoe and the Salesman also discussed, and the Submitting Firm frequently 
+provided, interim quotes that were lower than the prices at which the Funds were valuing certain 
+bonds, but higher than the initial quotes that the Submitting Firm had intended to provide.  The 
+interim quotes were accommodations to Kelsoe to enable him to avoid marking down the securities 
+to the fair value in one adjustment.  Kelsoe knew that the interim quotes did not reflect fair value, 
+that the Submitting Firm would provide lower quotes in response to future pricing validation 
+requests, and that he would be required to mark down the securities over time, but he did not 
+7
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+disclose that information to Fund Accounting, the Funds’ Boards of Directors or the Independent 
+Auditor.     
+30. For example, on April 25, 2007, the Salesman and Kelsoe spoke by phone about 
+dealer quotes that would be submitted in connection with the March 31, 2007 audit by the 
+Independent Auditor. The Salesman then told Kelsoe that the Submitting Firm’s trading desk had 
+priced down many of the bonds in the Funds.  Kelsoe asked the Salesman not to provide low dealer 
+quotes that reflected actual bid prices.  
+31. As a result of the conversation, on April 30, 2007, the Submitting Firm provided 
+quotes to the Independent Auditor reflecting interim prices for certain bonds, which were higher 
+than the quotes the Submitting Firm originally intended to supply, but lower than the Funds’ then 
+current values. For example, the Submitting Firm priced down one bond (“the Long Beach bond”) 
+from the previous confirmation price of $81 to $65 as an “interim” step.  This interim reduction to 
+$65 was approximately half of the mark-down to $50 that the Submitting Firm’s trading desk 
+initially had told the Salesman to communicate to the Independent Auditor for the Long Beach 
+bond. On April 26, 2007, Kelsoe sent a price adjustment to Fund Accounting marking down the 
+price of the Long Beach bond from $78, the price at which the Funds’ were valuing the bond at 
+that time, to $72.  Fund Accounting promptly entered the $72 price, which was substantially higher 
+than fair value, into the spreadsheet used to calculate the Funds’ NAV. 
+32.   The Submitting Firm also refrained from submitting certain quotes to Fund 
+Accounting, where the quotes would have been lower than the current valuations being used by the 
+Funds, as the result of conversations between Kelsoe and the Salesman.   
+33. Kelsoe did not disclose to Fund Accounting or the Funds’ Boards that he had 
+received quotes from the Submitting Firm which were lower than the current valuations recorded 
+by the Funds, and that the Submitting Firm had refrained from submitting quotes to Fund 
+Accounting or had submitted quotes at higher prices than it had originally planned.  Kelsoe also 
+did not disclose that he caused the Submitting Firm to alter or withhold quotes. 
+The Knollwood Bonds 
+34. In July 2006, Kelsoe purchased from the Submitting Firm, for one or more of the 
+Funds, a Knollwood Collateralized Debt Obligation (“Knollwood bond”), with the guarantee that 
+the Submitting Firm would make a “locked market” and buy it back in six months at the same 
+price, less two coupon payments that the Funds were to receive in the interim.  In January 2007, 
+Kelsoe agreed with the Submitting Firm to continue holding the Knollwood bond. On March 30, 
+2007, the Independent Auditor requested quotes from the Submitting Firm on a number of the 
+Funds’ bonds, including the Knollwood bond, for its year-end audit.  On April 30, 2007, the 
+Submitting Firm returned the requested quotes to both the Independent Auditor and Kelsoe; 
+however, it did not provide a quote for the Knollwood bond.  Consequently, the Knollwood bond 
+continued to be maintained at $92, a price higher than fair value, in the NAV of the relevant Funds.   
+8
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+  
+ 
+35. On May 16, 2007, when Morgan Keegan was still valuing the Knollwood bond at 
+$92, Kelsoe and the Salesman discussed the fact that Morgan Keegan would be requesting another 
+quote for it from the Submitting Firm.  Kelsoe told the Salesman not to provide a quote to Morgan 
+Keegan unless it was $87.50 or higher.  On May 18, 2007, the Salesman advised Kelsoe that he 
+had obtained a $65 quote from the Submitting Firm’s trading desk for the Knollwood bond.  On 
+June 5, 2007, Kelsoe communicated his unhappiness about the $65 quote to the Submitting Firm, 
+and threatened to stop doing business with it.  On June 7, Kelsoe provided a price adjustment for 
+the Knollwood bond at $88, which was not consistent with fair value. On June 22, as a result of 
+Kelsoe’s comments, the Submitting firm provided a list of requested quotes to Morgan Keegan, but 
+left the space for the Knollwood quote blank. As a result, the Funds continued to price the 
+Knollwood bond at $88, substantially higher than fair value. Kelsoe did not advise Fund 
+Accounting, the Independent Auditor or the Funds’ Boards of Directors that the Submitting Firm 
+had provided to Kelsoe a quote lower than the price at which the Funds were holding the bonds, or 
+that he had prevailed upon the Submitting Firm not to supply the quotes to Fund Accounting or the 
+Independent Auditor. 
+The Terwin Bonds 
+36. In addition to engaging in affirmative misconduct to inflate the NAVs of the Funds, 
+Kelsoe also failed to inform Fund Accounting in March 2007—in br each of his fiduciary duty as 
+portfolio manager to the Funds—that he had become aware that seven Terwin Mortgage Trust 
+bonds (“Terwin bonds”) held by the Funds had declined substantially in value. 
+37. On or about March 15, 2007, Kelsoe placed a call to a broker-dealer that was the 
+issuer, distributor, and market maker for the Terwin bonds, to discuss a swap transaction.  In 
+discussing the terms of the swap, Kelsoe learned that the values of the Terwin bonds had decreased 
+substantially and that the Submitting Firm would be lowering its dealer quotes in response to a 
+request that would shortly be sent out by Fund Accounting in connection with the Funds’ audit, for 
+prices as of March 31, 2007.   
+38. Despite receiving this news in mid-March 2007, Kelsoe’s first communication with 
+Fund Accounting concerning reducing the price of certain Terwin bonds came in the form of a 
+price adjustment submitted to Fund Accounting by Kelsoe’s assistant via e-mail on Thursday, 
+March 29, 2007. Over the next day and weekend, Kelsoe informed Fund Accounting of the news 
+he had heard two weeks earlier. On April 2, 2007, before the market opened, Fund Accounting 
+lowered the value of all seven of the Terwin bonds effective as of March 31, 2007.   
+39. As the result of Kelsoe’s delay, the bonds were materially overvalued by the Funds 
+during the last two weeks of March 2007. 
+Misrepresentations to Investors and the Funds’ Boards of Directors 
+40. Kelsoe also made fraudulent misrepresentations and omissions of material fact 
+directly to the Funds’ investors concerning the Funds’ performance.  Specifically, in each of the 
+Funds annual and semi-annual reports filed with the Commission on Forms N-CSR during the 
+9
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+ 
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+ 
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
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+ 
+relevant period (including, among others, the Annual Report for the Morgan Keegan Select Fund, 
+Inc. for the year-ended June 30, 2007 filed with the Commission on October 4, 2007), Kelsoe 
+included a signed letter to investors reporting on the Funds’ performance “based on net asset 
+value.”  Given his actions to manipulate the Funds’ NAVs, Kelsoe knew the performance he 
+reported was materially misstated.  Kelsoe and, through him, Morgan Asset made untrue 
+statements of material fact concerning the Funds’ performance in the Funds’ annual and semi-
+annual reports filed with the Commission on Forms N-CSR.  Morgan Asset, through Kelsoe, also 
+defrauded the Funds by providing a quarterly valuation packet reflecting inflated prices for certain 
+securities to the Funds’ Boards, failing to disclose to the Funds’ Boards information indicating that 
+the Funds’ NAVs were inflated, and that Kelsoe was actively screening and manipulating  dealer 
+quotes and providing Fund Accounting with unsubstantiated price adjustments.  In addition, the 
+prospectuses described Morgan Asset as responsible for fair valuation of the Funds’ portfolios. 
+D. VIOLATIONS 
+41. As a result of the conduct described above, Respondents Morgan Asset, Kelsoe, 
+Morgan Keegan and Weller willfully violated Section 17(a) of the Securities Act; Section 10(b) of 
+the Exchange Act and Rule 10b-5, thereunder; which prohibit fraudulent conduct in the offer and 
+sale of securities and in connection with the purchase or sale of securities.   
+42. Alternatively, Morgan Asse t and Morgan Keegan willfully violated Section 17(a) 
+of the Securities Act; Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and 
+Respondents Kelsoe and Weller willfully aided and abetted and caused violations of Section 10(b) 
+of the Exchange Act and Rule 10b-5, thereunder. 
+43. As a result of the conduct described above, Respondent Morgan Asset willfully 
+violated, and Respondent Kelsoe willfully aided and abetted and caused violations of, Section 
+206(4) and of the Advisers Act and Rule 206(4)-7 thereunder; which prohibit fraudulent, deceptive 
+or manipulative practices or courses of business by an investment adviser, and requires investment 
+advisers to adopt and implement written policies and procedures reasonably designed to prevent 
+violation of the Advisers Act and the rules thereunder by their supervised persons, respectively. 
+44 As a result of the conduct described above, Respondent Morgan Asset willfully 
+violated, and Respondents Kelsoe and Morgan Keegan willfully aided and abetted and caused 
+violations of, Sections 206(1) and 206(2) of the Advisers Act; which prohibit fraudulent conduct 
+by an investment adviser. 
+45. As a result of the conduct described above, Respondents Morgan Asset, Kelsoe and 
+Weller willfully violated, and Respondent Morgan Keegan willfully aided and abetted and caused 
+violations of, Section 34(b) of the Investment Company Act, which prohibits untrue statements of 
+material fact or omissions to state facts necessary in order to make the statements made, in the light 
+of the circumstances under which they were made, not misleading, in any registration statement, 
+report or other document filed pursuant to the Investment Company Act or the keeping of which is 
+required pursuant to Section 31(a) of the Investment Company Act. 
+10
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+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+ 
+46. As a result of the conduct described above, Respondent Morgan Keegan willfully 
+violated, and Respondents Morgan Asset, Kelsoe and Weller willfully aided and abetted and 
+caused violations of, Rule 22c-1 promulgated under the Investment Company Act, which makes it 
+unlawful for registered investment companies issuing redeemable securities, persons designated in 
+such issuer’s prospectus as authorized to consummate transactions in such securities, and principal 
+underwriters of or dealers in such securities, to sell, redeem, or repurchase such securities except at 
+prices based on their current net asset values. 
+47. As a result of the conduct described above, Respondents Morgan Asset, Morgan 
+Keegan, Kelsoe, and Weller willfully aided and abetted and caused violations of Rule 38a-1 
+promulgated under the Investment Company Act, which requires that a registered investment 
+company adopt and implement written policies and procedures reasonably designed to prevent 
+violation of the federal securities laws, including policies and procedures that provide for oversight 
+of compliance by the investment company’s investment adviser.   
+III. 
+In view of the allegations made by the Division of Enforcement, the Commission deems it 
+necessary and appropriate in the public interest that public administrative and cease-and-desist 
+proceedings be instituted to determine: 
+A. Whether the allegations set forth in Section II are true and, in connection therewith, to afford 
+Respondents an opportunity to establish any defenses to such allegations;  
+B. What, if any, remedial action is appropriate in the public interest against Respondent 
+Morgan Keegan pursuant to Section 15(b)(4) of the Exchange Act and against Morgan Asset, 
+Kelsoe and Weller pursuant to Section 15(b)(6) of the Exchange Act, including, but not limited to, 
+disgorgement and civil penalties pursuant to Section 21B of the Exchange Act;  
+C. What, if any, remedial action is appropriate in the public interest against Respondents 
+Morgan Keegan and Morgan Asset pursuant to Section 203(e) of the Advisers Act, and against 
+Respondents Kelsoe and Weller pursuant to Section 203(f) of the Advisers Act, including, but not 
+limited to, civil penalties pursuant to Section 203(i) of the Advisers Act;  
+D. What, if any, remedial action is appropriate in the public interest against Respondents 
+Morgan Keegan, Morgan Asset, Kelsoe and Weller pursuant to Section 9(b) of the Investment 
+Company Act, including, but not limited to, civil penalties pursuant to Section 9(d) of the 
+Investment Company Act;    
+E. Whether, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange Act, 
+Section 203(k) of the Advisers Act, and Section 9(f) of the Investment Company Act, Respondents 
+Morgan Asset, Kelsoe, Morgan Keegan and Weller should be ordered to cease and desist from 
+committing or causing violations of and any future violations of Section 17(a) of the Securities Act, 
+Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; 
+11
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+ 
+F. Whether, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange Act, 
+Section 203(k) of the Advisers Act, and Section 9(f) of the Investment Company Act, Respondents 
+Morgan Asset, Morgan Keegan, and Kelsoe should be ordered to cease and desist from committing 
+or causing violations of and any future violations of Sections 206(1), 206(2) and 206(4) of the 
+Advisers Act, Rule 206(4)-7 thereunder, and Section 34(b) of the Investment Company Act; 
+G. Whether, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange Act, 
+Section 203(k) of the Advisers Act, and Section 9(f) of the Investment Company Act, Respondents 
+Morgan Asset and Kelsoe should be ordered to cease and desist from committing or causing 
+violations of and any future violations of Sections 206(4) of the Advisers Act and Rule 206(4)-7 
+thereunder; 
+H. Whether, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange Act, 
+Section 203(k) of the Advisers Act, and Section 9(f) of the Investment Company Act, Respondents 
+Morgan Asset, Morgan Keegan, Kelsoe and Weller should be ordered to cease and desist from 
+committing or causing violations of and any future violations of Rule 22c-1, promulgated under the 
+Investment Company Act; 
+I. Whether, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange Act, 
+Section 203(k) of the Advisers Act, and Section 9(f) of the Investment Company Act, Respondents 
+Morgan Asset, Morgan Keegan, Kelsoe and Weller should be ordered to cease and desist from 
+committing or causing violations of and any future violations of Rule 38a-1, promulgated under the 
+Investment Company Act; 
+J. Whether, pursuant to Section 4C of the Exchange Act and Rule 102(e)(1)(iii) of the 
+Commission’s Rules of Practice, it is appropriate to censure or deny Respondent Weller the 
+privilege of appearing or practicing before the Commission; and 
+K. Whether Respondents should be ordered to pay disgorgement pursuant to Section 8A(e) of 
+the Securities Act, Section 21C(e) of the Exchange Act, Section 203(i) of the Advisers Act and 
+Section 9(e) of the Investment Company Act. 
+IV. 
+IT IS ORDERED that a public hearing for the purpose of taking evidence on the questions 
+set forth in Section III hereof shall be convened not earlier than 30 days and not later than 60 days 
+from service of this Order at a time and place to be fixed, and before an Administrative Law Judge 
+to be designated by further order as provided by Rule 110 of the Commission's Rules of Practice, 17 
+C.F.R. § 201.110. 
+IT IS FURTHER ORDERED that Respondents shall file an Answer to the allegations 
+contained in this Order within twenty (20) days after service of this Order, as provided by Rule 220 
+of the Commission's Rules of Practice, 17 C.F.R. § 201.220.  
+12
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+If Respondent fails to file the directed answer, or fails to appear at a hearing after being duly 
+notified, the Respondent may be deemed in default and the proceedings may be determined against 
+him upon consideration of this Order, the allegations of which may be deemed to be true as 
+provided by Rules 155(a), 220(f), 221(f) and 310 of the Commission's Rules of Practice, 17 C.F.R.  
+§§ 201.155(a), 201.220(f), 201.221(f) and 201.310. 
+This Order shall be served forthwith upon Respondent personally or by certified mail. 
+IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an initial 
+decision no later than 300 days from the date of service of this Order, pursuant to Rule 360(a)(2) of 
+the Commission’s Rules of Practice. 
+In the absence of an appropriate waiver, no officer or employee of the Commission engaged 
+in the performance of investigative or prosecuting functions in this or any factually related 
+proceeding will be permitted to participate or advise in the decision of this matter, except as witness 
+or counsel in proceedings held pursuant to notice.  Since this proceeding is not “rule making” within 
+the meaning of Section 551 of the Administrative Procedure Act, it is not deemed subject to the 
+provisions of Section 553 delaying the effective date of any final Commission action. 
+ By the Commission. 
+        E l i z a b e t h M . M u r p h y
+        S e c r e t a r y 
+13
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3126.txt b/raw/aaer/2010/AAER-3126.txt
new file mode 100644
index 0000000000000000000000000000000000000000..52efc1560c8190c5dbaf83ffb0d753622c5b5ca1
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@@ -0,0 +1,1355 @@
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21480 / April 7, 2010  Accounting and Auditing Enforcement Release No. 3126 / April 7, 2010   SEC v. Symbol Technologies, Inc., et al. , 04 CV 2276 (SJF)(EDNY)  TWO MORE FORMER EXECUTIVES OF SYMBOL TECHNOLOGIES, INC. SETTLE SEC ACTION, CONCLUDING LIABILITY PROCEEDINGS IN THE 12-DEFENDANT ACCOUNTING CASE  The Honorable Sandra J. Feuerstein, United States District Judge for the Eastern District of New York, has entered final consent judgments against Frank Borghese and Michael DeGennaro, the last two defendants in the Commission's enforcement action against Symbol Technologies, Inc. ("Symbol") and its former executives. The Commission's settlement with DeGennaro also included the issuance of an administrative cease-and-desist order. The Commission's federal court complaint, filed on June 3, 2004, alleges that from 1998 until early 2003, Symbol and the eleven individual defendants engaged in fraudulent accounting practices aimed at falsifying Symbol's reported financial results. The judgments and the administrative order imposed the following relief, to which both Borghese and DeGennaro consented without admitting or denying the allegations of the Commission's complaint and, in DeGennaro's case, the findings in the administrative order:  Frank Borghese, formerly Symbol's Senior Vice President of Worldwide Sales and Services, consented to a judgment, entered on February 22, 2010, that requires him to disgorge a total of $450,000 and waives imposition of a civil monetary penalty based on his demonstrated financial inability to pay additional amounts. The consent judgment also prohibits him from acting as an officer or director of a public company and permanently enjoins him from violating the relevant antifraud, corporate reporting, books and records and internal control provisions of the federal securities laws. Specifically, Borghese is permanently enjoined from violating, or aiding and abetting violations of, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act"), and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-13, and 13b2-1. The complaint alleges that, as head of sales, Borghese spearheaded Symbol's various "channel stuffing" and other fraudulent revenue recognition practices.  Michael DeGennaro, formerly Symbol's Senior Vice President of Finance, consented to a final judgment, entered on April 6, 2010, that requires him to pay a civil penalty of $40,000. In addition, on April 2, 2010, the Commission issued an order finding that DeGennaro was a cause of Symbol's violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act -- the corporate books and records and internal control provisions of the Exchange Act -- and directing DeGennaro to cease and desist from causing such violations in the future. The Commission's order finds that: (i) In 2000 and 2001, Symbol created and used certain "restructuring" charges and related reserves in contravention of generally accepted accounting principles ("GAAP"), causing Symbol to misstate its operating expenses and net income on its books and records and in its financial statements; and (ii) DeGennaro was one of the executives who determined how these charges were recorded, and he failed to take the requisite steps to ensure that the charges and the uses of associated reserves were properly recorded and accounted for in accordance with GAAP.  Consent judgments were previously entered against each of the other ten defendants, with the exception of Tomo Razmilovic, Symbol's former Chief Executive Officer. On December 23, 2009, the Court entered a default judgment against Razmilovic as a sanction for his refusal to appear for his court-ordered deposition in the United States. Razmilovic currently resides in Sweden and has been a fugitive from justice since being indicted on parallel criminal charges in the Eastern District of New York. The Court has commenced an evidentiary hearing to determine the relief to be imposed against Razmilovic pursuant to the default judgment. The Commission is seeking permanent injunctive relief, an officer-and-director bar, disgorgement plus prejudgment interest, and civil monetary penalties. The hearing is scheduled to resume on May 10, 2010. The Commission's complaint alleges that Razmilovic orchestrated the fraud at Symbol to create the false appearance that Symbol was achieving the aggressive financial performance targets imposed by Razmilovic.  The Commission acknowledges the assistance and cooperation of the United States Attorney's Office for the Eastern District of New York and the U.S. Postal Inspection Service in this matter. 								
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diff --git a/raw/aaer/2010/AAER-3127.txt b/raw/aaer/2010/AAER-3127.txt
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21491 / April 19, 2010  Accounting and Auditing Enforcement Release No. 3127 / April 19, 2010   SEC v. Collins & Aikman Corporation, et al.  Civil Action No. 07-CV-2419 (S.D.N.Y.) (Judge Shira A. Scheindlin)  SEC SETTLES WITH FIVE DEFENDANTS IN SEC V. COLLINS & AIKMAN; DAVID A. STOCKMAN CONSENTS TO INJUNCTION IN CONNECTION WITH COLLINS AND AIKMAN FRAUD AND AGREES TO PAY $7.2 MILLION IN CIVIL PENALTIES, DISGORGEMENT, AND PREJUDGEMENT INTEREST  The Securities and Exchange Commission today announced that it reached settlements in  SEC v. Collins & Aikman Corp., et al. , No. 07-CV-2419 (SAS) (S.D.N.Y.) with defendants David A. Stockman ("Stockman"), J. Michael Stepp ("Stepp"), Elkin B. McCallum ("McCallum"), David R. Cosgrove ("Cosgrove"), and Paul C. Barnaba ("Barnaba"), all former executives or board members of Collins & Aikman Corporation ("C&A"), an auto parts supplier that went bankrupt in 2005. The proposed settlements are subject to Court approval.  Stockman, C&A's former CEO and Chairman of the Board, Stepp, C&A's former CFO and Vice Chairman of the Board, McCallum, a former C&A Board member, and Cosgrove, C&A's former Corporate Controller, without admitting or denying the Commission's allegations, would each consent to entry of a final judgment permanently enjoining them from violating the antifraud provisions of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 ("Securities Act") and the reporting, recordkeeping, internal controls, and lying to auditors provisions of the Securities Exchange Act of 1934 ("Exchange Act"). Stockman and Stepp also would be permanently enjoined from violating the Sarbanes-Oxley certification provisions. Barnaba, C&A's former Vice President and Director of Purchasing-Plastic Division, without admitting or denying the Commission's allegations, would consent to entry of a final judgment permanently enjoining him from violation of the reporting, recordkeeping, internal controls, and lying to auditors provisions of the Exchange Act.  Pursuant to the settlement, Stockman has agreed to pay $7.2 million, comprised of $400,000 in civil penalties, disgorgement of $4,424,000, and prejudgment interest of $2,376,000, with the disgorgement and prejudgment interest obligations subject to an offset of up to $4.4 million for payments Stockman makes to settle two securities class action lawsuits against him seeking recovery of the same money as the Commission. Stepp and McCallum have each agreed to pay a civil penalty of $75,000, Cosgrove has agreed to pay a civil penalty of $40,000, and Barnaba has agreed to pay a civil penalty of $20,000. Upon motion to the Court, the civil penalties paid by Stockman may be distributed pursuant to the Fair Funds provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002.  In addition, based upon the anticipated entry of a permanent injunction against him, Cosgrove has offered to consent, without admitting or denying the Commission's findings, to the issuance of an administrative order pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending him from appearing or practicing before the Commission as an accountant with a right to apply for reinstatement after three years.  The SEC's complaint alleges that Stockman participated in fraudulent rebate transactions, joined by Stepp, McCallum, Cosgrove, and Barnaba, to inflate C&A's reported income between 2001 and 2004. The complaint alleges that Stockman and other defendants obtained false documents from suppliers designed to mislead C&A's external auditors. The complaint also alleges that Stockman and other defendants caused C&A to file financial statements with the SEC that materially misrepresented C&A's financial results. According to the complaint, during the time Stockman was engaged in this conduct, he was collecting millions of dollars in management fees C&A paid Stockman's private equity fund, Heartland Industrial Partners.  As part of the settlement, the Commission has submitted proposed stipulated dismissals of its fraud charges under Section 17(a)(1) of the Securities Act and Section 10(b) and Rule 10b-5 under the Exchange Act against Stockman, Stepp, McCallum, Cosgrove, and Barnaba. In addition, the Commission has submitted proposed stipulated dismissals of all claims against defendants John G. Galante, C&A's former Treasurer, Christopher M. Williams, C&A's former Executive Vice President of Business Development, Gerald E. Jones, C&A's former Chief Operating Officer and Executive Vice President of Fabrics, and Thomas V. Gougherty, C&A's former Controller-Plastics Division. C&A, without admitting or denying the Commission's allegations, previously consented to the entry of a final judgment permanently enjoining it from, among other things, violating the antifraud provisions of the federal securities laws, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5.  The SEC's civil enforcement action will be concluded if the Court approves the proposed settlements and dismissals.  For additional information, see Litigation Release No.  20055  / March 26, 2007. 								
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diff --git a/raw/aaer/2010/AAER-3128.txt b/raw/aaer/2010/AAER-3128.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b2789dee746f8781032cf34d298d2e27840c7c0d
--- /dev/null
+++ b/raw/aaer/2010/AAER-3128.txt
@@ -0,0 +1,1355 @@
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+     SEC.gov | Exotics.com, Inc., et al. 
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+             
+                        
+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21498 / April 22, 2010  Accounting and Auditing Enforcement Release No. 3128 / April 22, 2010   Securities and Exchange Commission v. Exotics.com, Inc., et al.,  Civil Action No. 2:05-cv-00531-PMP-GWF, United States District Court, District of Nevada  CERTIFIED PUBLIC ACCOUNTANT MARLIN R. BRINSKY SETTLES SEC ENFORCEMENT ACTION IN EXOTICS.COM, INC. LITIGATION  The Securities and Exchange Commission announced that a federal district court in Nevada has entered a final judgment, by consent, against Marlin R. Brinsky of Santa Monica, California, in connection with an enforcement action filed in 2005 concerning a penny stock manipulation and accounting fraud. The final judgment against Brinsky, a certified public accountant, was entered on April 21, 2010. It permanently enjoins him from violating provisions of the federal securities laws governing accountant's reports and orders him to pay a $20,000 civil penalty. Separately, Brinsky also consented to an administrative order suspending him from appearing or practicing before the Commission as an accountant, with a right to apply for reinstatement after two years.  The Commission's civil injunctive action was filed on April 25, 2005, against Exotics.com, Inc., a Nevada corporation based in Vancouver, British Columbia, and 12 additional principal defendants and one relief defendant. The Commission's complaint alleged that, between at least 1999 and 2002, Exotics.com, which was then an Over-the-Counter Bulletin Board company in the business of operating adult Web sites, was the subject of a stock manipulation and accounting fraud. The complaint alleged, among other things, that Brinsky and others engaged in conduct that resulted in Exotics.com filing materially false and misleading financial statements in its Commission filings. The complaint further alleged that the staff of Exotics.com's outside auditor, of which Brinsky was a member, committed acts and/or omissions that caused them to become non-independent during audits of Exotics.com and that their firm thereafter issued audit reports falsely representing that the audits had been conducted by an independent accountant. Those audit reports were incorporated in Exotics.com's Commission filings. According to the complaint, the audit reports, among other things, falsely stated that the audits had been conducted by an independent auditor and in accordance with generally accepted auditing standards (GAAS). The complaint also alleged that Brinsky and other members of the audit team engaged in a number of improper accounting practices that caused Exotics.com's financial statements to depart from generally accepted accounting principles (GAAP).  Without admitting or denying the allegations in the Commission's complaint, Brinsky consented to the entry of final judgment against him. The final judgment against Brinsky enjoins him from violating Rule 2-02 of Regulation S-X and orders him to pay a civil penalty of $20,000.  Brinsky also consented to the entry of an Administrative Order, pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending him from appearing or practicing before the Commission as an accountant, with a right to apply for reinstatement after two years.  The Commission previously obtained judgments by default against two defendants and judgments by consent against six additional defendants. The action remains pending against the remaining four defendants and a relief defendant.  For further information, see Litigation Release Nos.  19207  (April 28, 2005) [civil injunctive action filed],  19645  (April 7, 2006) [judgment by default against Exotics.com],  19699  (May 15, 2006) [judgment by consent against Barry F. Duggan],  19957  (January 4, 2007) [judgment by default against Gary Thomas],  21028  (May 7, 2009) [judgment by consent against Edward James Wexler],  21456  (March 19, 2010) [judgments by consent against Stephen P. Corso and Brian K. Rabinovitz],  21490  (April 16, 2010) [judgments by consent against Ingo W. Mueller and Firoz Jinnah] and Exchange Act Release Nos.  59766  (April 14, 2009) [forthwith suspension of Stephen P. Corso, CPA] and  61771  (March 24, 2010) [suspension of Brian K. Rabinovitz, CPA]. 								
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diff --git a/raw/aaer/2010/AAER-3129.pdf b/raw/aaer/2010/AAER-3129.pdf
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+ 
+ 
+ 
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+      
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+                                                
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+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No.  61976 / April 23, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No.  3129 / April 23, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13870 
+In the Matter of 
+       DAVID R. COSGROVE, CMA 
+Respondent. 
+____________________________________ : 
+: 
+: 
+: 
+: 
+: 
+: 
+ORDER INSTITUTING ADMINISTRATIVE 
+PROCEEDINGS PURSUANT TO RULE
+102(e) OF THE COMMISSION’S RULES OF 
+PRACTICE, MAKING FINDINGS, AND 
+IMPOSING REMEDIAL SANCTIONS 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against David 
+R. Cosgrove (“Respondent” or “Cosgrove”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.1 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+  
+ 
+ 
+ 
+ 
+ 
+ 
+  
+  
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings and the findings contained in paragraph 3 of Section III below, which are admitted, 
+Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to 
+Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
+Sanctions (“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Cosgrove, age 51, is a certified management accountant ("CMA") licensed 
+to practice in Canada. At all times relevant to this matter, he was employed by Collins & Aikman 
+Corporation ("C&A") in Troy, Michigan.  From February 2002 until August 2002, Cosgrove was 
+the Vice President of Finance in the North American Plastics Division.  From August 2002 until 
+October 2004, Cosgrove was the Vice President for Financial Planning and Analysis.  From 
+October 2004 until September 2005, Cosgrove was the Corporate Controller.  
+2. C&A, a Delaware corporation headquartered in Michigan,  manufactured 
+and assembled parts used in automobile production.  Prior to May 2005, C&A's common stock was 
+registered with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 
+("Exchange Act") and was traded on the New York Stock Exchange.  C&A entered bankruptcy in 
+May 2005. On June 29, 2005, the Commission deregistered C&A's common stock and granted a 
+New York Stock Exchange petition to delist C&A.  C&A has subsequently dissolved.     
+3. On March 26, 2007, the Commission filed a complaint against Cosgrove 
+and others in SEC v. Collins & Aikman et al (S.D.N.Y.) Civil Action No. 07-2419.  On April 20, 
+2010, the Court entered an order permanently enjoining Cosgrove, by consent, from future 
+violation of Sections 17(a)(2) and (3) of the Securities Act of 1933, Section 13(b)(5) of the 
+Exchange Act, and Rules 13b2-1 and 13b2-2 under the Exchange Act, and from aiding and 
+abetting violations of  Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Rules 
+12b-20, 13a-1, 13a-11, and 13a-13 under the Exchange Act.  The Court also required Cosgrove to 
+pay a civil penalty of  $40,000. 
+4. The Commission’s complaint alleged, among other things, that from the 
+second quarter of 2002 through the third quarter of 2004 C&A and several of its officers and 
+employees, including Cosgrove, engaged in accounting fraud by improperly accounting for rebates 
+demanded from suppliers in exchange for future business from C&A.  The Commission also 
+alleged that C&A induced suppliers to provide false or misleading documentation regarding the 
+rebates. The Complaint asserts that Cosgrove advised C&A employees on the language to be used 
+in false documents regarding the rebates, knowing that these documents would be used to 
+improperly account for the rebates.   
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+      
+        
+ 
+ 
+ 
+      
+  
+      
+            
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Respondent is suspended from appearing or practicing before the Commission as an 
+accountant.   
+B. After three years from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or review, 
+of any public company’s financial statements that are filed with the Commission.  Such an 
+application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company for 
+which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he/she is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which 
+he/she is associated, has been inspected by the Board and that inspection did not identify any 
+criticisms of or potential defects in the Respondent’s or  the firm’s quality control system that 
+would indicate that the Respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his/her responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to comply 
+with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission as an accountant provided that he is in 
+possession of an accounting license in good standing and he has resolved any disciplinary 
+3
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+ 
+issues with any applicable licensing authority.  However, if the resolution of any disciplinary 
+action by a licensing authority is dependent on reinstatement by the Commission, the 
+Commission will consider an application on its other merits.  The Commission’s review may 
+include consideration of, in addition to the matters referenced above, any other matters 
+relating to Respondent’s character, integrity, professional conduct, or qualifications to appear 
+or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
\ No newline at end of file
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@@ -0,0 +1,259 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+ 
+      
+   
+      
+    
+       
+       
+  
+   
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+                                                
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 61998 / April 28, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3130 / April 28, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13872 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+MARLIN R. BRINSKY, CPA, : 102(e) OF THE COMMISSION’S RULES OF 
+: PRACTICE, MAKING FINDINGS, AND 
+Respondent. : IMPOSING REMEDIAL SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Marlin 
+R. Brinsky (“Respondent” or “Brinsky”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules 
+of Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+  
+ 
+  
+ 
+ 
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Brinsky, age 53, is a certified public accountant licensed to practice in the 
+State of Illinois as of March 2007.  He previously was licensed to practice in that state in 
+approximately 1979 until his license lapsed.  Brinsky was employed by Merdinger, Fruchter, Rosen 
+& Corso, P.C. (later Merdinger, Fruchter, Rosen & Company, P.C.)(“MFRC”) as a senior 
+accountant from September 2000 until December 2002.  In that capacity, he participated in MFRC’s 
+audit and other engagements concerning Exotics.com, Inc. (“Exotics.com”) in 2001. 
+2. Exotics.com was, at all relevant times, a Nevada corporation with its 
+principal place of business in Vancouver, British Columbia, Canada.  Exotics.com was engaged in 
+the business of owning, operating, and licensing adult-oriented websites.  At all relevant times, 
+Exotics.com’s common stock was registered with the Commission pursuant to Section 12(g) of the 
+Securities Exchange Act of 1934, and was approved for quotation on the OTC Bulletin Board. 
+3. On April 21, 2010, a final judgment was entered against Brinsky, 
+permanently enjoining him from future violations of Rule 2-02 of Regulation S-X in the civil 
+action entitled Securities and Exchange Commission v. Exotics.com, Inc., et. al, Civil Action 
+Number 2:05-cv-00531-PMP-GWF, in the United States District Court for the District of Nevada.  
+Brinsky was also ordered to pay a $20,000 civil money penalty. 
+4. The Commission’s complaint alleged, among other things, that Brinsky and 
+others participated in a scheme that resulted in Exotics.com filing materially false and misleading 
+financial statements in its Commission filings, including, among others, an amended current report 
+on Form 8-K filed on September 24, 2001, a quarterly report on Form 10-QSB for the quarter 
+ended September 30, 2001, and an annual report on Form 10-KSB for the fiscal year ended 
+December 31, 2001.  The complaint further alleged that Brinsky and other members of the MFRC 
+audit staff committed acts and/or omissions that caused them to become non-independent during 
+audits of Exotics.com and caused audit reports issued by MFRC, among other things, to falsely 
+state that the audits had been conducted by an independent auditor and in accordance with 
+generally accepted auditing standards (“GAAS”). The complaint also alleged that Brinsky 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+ 
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+ 
+      
+engaged in a number of improper accounting practices that caused Exotics.com’s financial 
+statements to depart from generally accepted accounting principles (“GAAP”). 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Brinsky’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Brinsky is suspended from appearing or practicing before the Commission as an 
+accountant. 
+B. After two years from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+3
+ 
+ 
+  
+ 
+ 
+ 
+ 
+   
+ 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+    
+   
+    
+ 
+ 
+    
+       
+   
+  
+             
+ 
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 
+Imposing Remedial Sanctions ("Order"), on the Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Silvestre A. Fontes, Esq.  
+Boston Regional Office 
+Securities and Exchange Commission 
+33 Arch Street, 23rd Floor 
+Boston, MA 02110 
+Mr. Marlin R. Brinsky 
+c/o Tyson E. Marshall, Esq. 
+Morrison & Foerster LLP  
+12531 High Bluff Drive, Suite 100  
+San Diego, CA 92130 
+Tyson E. Marshall, Esq.  
+Morrison & Foerster LLP  
+12531 High Bluff Drive, Suite 100  
+San Diego, CA 92130 
+(Counsel for Marlin R. Brinsky) 
+5
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3131.txt b/raw/aaer/2010/AAER-3131.txt
new file mode 100644
index 0000000000000000000000000000000000000000..da6e2a42c35ffb2f091a3d3ad86ceee018d19e5e
--- /dev/null
+++ b/raw/aaer/2010/AAER-3131.txt
@@ -0,0 +1,1372 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Spongetech Delivery Systems, Inc., RM Enterprises International, Inc., Steven Y. Moskowitz, Michael E. Metter, George Speranza, Joel Pensley and Jack Halperin 
+     
+     
+     
+     
+     
+     
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+              Spongetech Delivery Systems, Inc., RM Enterprises International, Inc., Steven Y. Moskowitz, Michael E. Metter, George Speranza, Joel Pensley and Jack Halperin
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+        Spongetech Delivery Systems, Inc., RM Enterprises International, Inc., Steven Y. Moskowitz, Michael E. Metter, George Speranza, Joel Pensley and Jack Halperin
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21515 / May 5, 2010  Accounting and Auditing Enforcement Release No. 3131 / May 5, 2010   Securities and Exchange Commission v. Spongetech Delivery Systems, Inc., RM Enterprises International, Inc., Steven Y. Moskowitz, Michael E. Metter, George Speranza, Joel Pensley and Jack Halperin , Civil Action No. 10-CV-2031(DLI) (E.D.N.Y.) (filed May 5, 2010)  SEC Charges Spongetech Delivery Systems, Inc., its Senior Officers, and Others for a "Pump and Dump" Scheme Involving Fictitious Customers and Sales  The Securities and Exchange Commission ("Commission") filed today a civil injunctive action in the United States District Court for the Eastern District of New York against Spongetech Delivery Systems, Inc. ("Spongetech"), affiliated company RM Enterprises International, Inc. ("RM"), Chief Executive Officer Michael Metter ("Metter"), Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer and Secretary Steven Moskowitz ("Moskowitz"), Jack Halperin ("Halperin") and Joel Pensley ("Pensley"), two of Spongetech's former attorneys, and George Speranza ("Speranza"), a stock promoter, for their roles in a massive pump and dump scheme.  The Commission's complaint alleges that:   Beginning as early as April 2007, and continuing to the present, Metter, Moskowitz, and Spongetech engaged in a scheme to increase demand illegally for, and profit from, the unregistered sale of publicly-traded stock in Spongetech, a company that sells soap-filled sponges. Metter, Moskowitz, and Spongetech accomplished this by, among other things, "pumping" up demand for Spongetech stock through false public statements about non-existent Spongetech customers, bogus sales orders, and phony revenue. They also repeatedly and fraudulently understated the number of Spongetech's outstanding shares in press releases and public filings. The purpose of flooding the market with false public information was to fraudulently inflate the price for Spongetech shares so Metter, Moskowitz, and Spongetech could then "dump" the shares by illegally selling them to the public through affiliated entities in unregistered transactions.  Metter, Moskowitz, and Spongetech illegally distributed approximately 2.5 billion Spongetech shares in unregistered transactions through RM Enterprises and other affiliates, which acted as conduits for Metter, Moskowitz, and Spongetech to distribute restricted shares in unregistered transactions to the public. Metter, Moskowitz, Spongetech, and RM Enterprises used false and baseless attorney opinion letters rendered by Pensley and by Halperin to distribute shares of Spongetech to the public. Pensley and Halperin made false or misleading statements in their attorney opinion letters to Spongetech's transfer agents who then improperly removed the restrictive legends from Spongetech shares. Metter, Moskowitz, and Spongetech also used false and misleading attorney opinion letters, forged in Pensley's name and in the name of a fictitious lawyer, David Bomart, which Moskowitz transmitted and caused to be transmitted to Spongetech's transfer agents.  Speranza participated in the fraud by, among other things, creating internet websites and virtual office space for the fictitious customers with which Spongetech claimed to be doing millions of dollars of business so that actual or prospective shareholders would believe the customers were legitimate. Metter, Moskowitz, and Spongetech also spent portions of their illicit profits to advertise with professional sports teams and events to support their claims that Spongetech was prosperous, such as highly visible sponsorship deals with professional teams in Major League Baseball, the National Football League, the National Basketball Association, the National Hockey League, and the United States Tennis Association.   The Commission seeks preliminary and permanent injunctions against Spongetech enjoining it from violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"), and Exchange Act Rules 10b-5, 12b-20, 13a-13, 15d-1, 15d-11, and 15d-13; and RM Enterprises enjoining it from violating Sections 5(a), 5(c), and 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5.  The Commission also seeks preliminary and permanent injunctions against Metter and Moskowitz enjoining them from violating Sections 5(a), 5(c), and 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act, Exchange Act Rules 10b-5, 13b2-1, 13b2-2 (Moskowitz only), and 15d-14, and Section 304 of the Sarbanes-Oxley Act of 2002, from aiding and abetting Spongetech's violations of Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 15(d) of the Exchange Act and Exchange Act Rules 12b-20, 13a-13, 15d-1, 15d-11, and 15d-13; enjoining Speranza from violating Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5, and from aiding and abetting violations of Sections 10(b) of the Exchange Act and Exchange Act Rule 10b-5; and enjoining Pensley and Halperin from violating Sections 5(a), 5(c), and 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Exchange Act Rule 10b-5.  The Commission further seeks civil penalties, disgorgement with prejudgment interest of all ill-gotten gains, and accountings from all defendants; asset freezes against Spongetech, RM Enterprises, Metter and Moskowitz; conduct-based bars against Halperin and Pensley; officer and director bars against Metter and Moskowitz; penny stock bars against Metter, Moskowitz, Speranza, Pensley and Halperin; as well as forfeiture proceedings against Metter and Moskowitz pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.  Today, the United States Attorney's Office for the Eastern District of New York announced that it had arrested Metter and Moskowitz for conspiracy to commit securities fraud and obstruction of justice. The Commission acknowledges the assistance and cooperation in this investigation of the U.S. Attorney's Office for the Eastern District of New York, the Federal Bureau of Investigation, the Internal Revenue Service, and the Financial Industry Regulatory Authority.  The Commission's investigation is continuing. 								
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diff --git a/raw/aaer/2010/AAER-3132.txt b/raw/aaer/2010/AAER-3132.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21519 / May 6, 2010  Accounting and Auditing Enforcement Release No. 3132 / May 6, 2010   Securities and Exchange Commission v. Exotics.com, Inc., et al. , Civil Action No. 2:05-cv-00531-PMP-GWF, United States District Court, District of Nevada  L. Rex Andersen, CPA, Permanently Enjoined For Role In Penny Stock And Accounting Fraud  The Securities and Exchange Commission announced that a federal district court in Nevada has granted the Commission's motion for summary judgment and entered a final judgment against L. Rex Andersen of Draper, Utah, a certified public accountant. The final judgment against Andersen, entered on May 4, 2010, is in connection with an enforcement action filed by the Commission in 2005 concerning a penny stock manipulation and accounting fraud. The final judgment permanently enjoins Andersen from violating the antifraud and other provisions of the federal securities laws and orders him to pay disgorgement, prejudgment interest, and a civil money penalty totaling $126,219.04.  The civil injunctive action was filed on April 25, 2005, against Andersen, Exotics.com, Inc., a Nevada corporation based in Vancouver, British Columbia, and 11 additional principal defendants and one relief defendant. The Commission's complaint alleged that, between at least 1999 and 2002, Exotics.com (formerly a corporate shell known as Hardrock Mines, Inc.) was the subject of a stock manipulation and accounting fraud. According to the complaint, Andersen performed audits of the 1999 and 2000 year-end financial statements of Hardrock Mines, Inc., but he lacked independence during the audits because he himself had prepared most of the client's books and records and its financial statements. The Commission's complaint further alleged that Andersen created the client's books and records in reliance on documents that he knew, or was reckless in not knowing, were fraudulent, and thereby caused the financial statements to depart from generally accepted accounting principles (GAAP). The complaint also alleged that Andersen's firm thereafter issued audit reports falsely representing that the audits had been conducted in accordance with generally accepted auditing standards, and that the financial statements were presented in conformity with GAAP. The fraudulent audit reports provided by Andersen were incorporated in various public filings with the Commission made by Hardrock Mines and Exotics.com.  The final judgment against Andersen permanently enjoins him from future violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder and Rule 2-02 of Regulation S-X. It also enjoins him from aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder, and orders him to pay disgorgement in the amount of $3,500, prejudgment interest in the amount of $2,719.04, and a $120,000 civil penalty.  The Commission previously obtained judgments by default against two defendants and judgments by consent against seven additional defendants. The action remains pending against defendants Daniel G. Chapman, James L. Ericksteen, and Sean P. Flanagan and relief defendant Flanagan & Associates, Ltd..  For further information, see Litigation Release Nos.  19207  (April 28, 2005) [civil injunctive action filed],  19645  (April 7, 2006) [judgment by default against Exotics.com],  19699  (May 15, 2006) [judgment by consent against Barry F. Duggan],  19957  (January 4, 2007) [judgment by default against Gary Thomas],  21028  (May 7, 2009) [judgment by consent against Edward James Wexler],  21456  (March 19, 2010) [judgments by consent against Stephen P. Corso and Brian K. Rabinovitz],  21490  (April 16, 2010) [judgments by consent against Ingo W. Mueller and Firoz Jinnah],  21498  (April 22, 2010) [judgment by consent against Marlin R. Brinsky], and Exchange Act Release Nos. 59766 (April 14, 2009) [forthwith suspension of Stephen P. Corso, CPA], 61771 (March 24, 2010) [suspension of Brian K. Rabinovitz, CPA], and 61998 (April 28, 2010) [suspension of Marlin R. Brinsky, CPA]. 								
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diff --git a/raw/aaer/2010/AAER-3133.txt b/raw/aaer/2010/AAER-3133.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21523 / May 11, 2010  Accounting and Auditing Enforcement Release No. 3133 / May 11, 2010   Securities and Exchange Commission v. Robert S. Furst, et al.,  Civil Action No. H-03-0946 (S.D. Tex.)  SEC SETTLES WITH FORMER MERRILL LYNCH EXECUTIVE FOR AIDING AND ABETTING ENRON FRAUD  The Securities and Exchange Commission (Commission) announced today that, on May 10, 2010, the U.S. District Court in Houston entered a final judgment in the Commission's civil action against Robert S. Furst (Furst), former senior investment banker at Merrill Lynch & Co., Inc. (Merrill Lynch) in charge of the Enron Corp. banking relationship.  On March 17, 2003, the Commission charged Furst and three other former executives of Merrill Lynch with aiding and abetting Enron Corp.'s earnings manipulation. That action remains stayed against two of Furst's co-defendants. On January 6, 2010, the Commission announced that it settled all of its charges against Furst's other co-defendant, Daniel H. Bayly, former global head of investment banking at Merrill Lynch. On March 17, 2003, the Commission also sued and simultaneously settled all of its Enron aiding-and-abetting charges against Merrill Lynch, which was enjoined from violating the federal securities laws and paid $80 million in financial sanctions for distribution to injured investors through the Commission's Enron Fair Fund.  Without admitting or denying the allegations in the Commission's complaint, Furst has now been permanently enjoined from violating the antifraud provisions, as well as from aiding and abetting violations of the periodic reporting, books-and-records, and internal controls provisions; barred from serving as an officer or director of a public company for five years; and ordered to pay $300,001 in disgorgement and civil money penalties for deposit into the Commission's Enron Fair Fund.  As alleged in the Commission's complaint, Furst substantially assisted Enron in two sham transactions during late 1999. The first transaction was an asset-parking arrangement, whereby on December 29, 1999, Enron entered into a sham "sale" of its interest in certain Nigerian barges so as to fraudulently record over $12 million in income. The "sale" was a sham since the risk and rewards of ownership in the barges never passed to Merrill Lynch because Enron's then Chief Financial Officer, Andrew Fastow, guaranteed Merrill Lynch that it would not lose money and that it would be taken out of the deal within six months. The complaint alleged that Furst was aware of the nature of the barge transaction and was responsible internally at Merrill Lynch to have the transaction completed. Furst also helped enable this sham "sale" of Enron's interest in the Nigerian barges so as to maintain favorable relations with Enron.  In the second transaction, also closed on December 29, 1999, Enron agreed to pay Merrill Lynch a $17 million fee to enter into a virtually offsetting energy trade. The complaint alleged that Furst knew, among other things, that the transaction was essentially risk free to Merrill Lynch and had the purpose and effect of inflating Enron's reported income by approximately $50 million in 1999, and that such earnings were necessary for Enron to meet earnings and award bonuses to senior management. Furst also knew that Enron was contemplating unwinding the energy trade transaction after obtaining its earnings benefit. After the transaction was completed and Enron reported its inflated earnings, Enron and Merrill Lynch unwound the transaction on June 30, 2000, and Enron received $8.5 million, half of its original fee. By participating in the barge and energy trade transactions ¢€" which resulted in Enron's recognition of over $60 million in income for the fourth quarter of 1999 ¢€" Furst aided and abetted Enron's violations of the federal securities laws.  For more information, see  Litigation Release No. 18038  (March 17, 2003). 								
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diff --git a/raw/aaer/2010/AAER-3134.txt b/raw/aaer/2010/AAER-3134.txt
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21524 / May 11, 2010  Accounting and Auditing Enforcement Release No. 3134 / May 11, 2010   Securities and Exchange Commission v. Diatect International Corp., et al. , Case Number 2:07CV00709 (D. Utah, filed September 24, 2007)  The United States District Court for the District of Utah entered a Final Judgment of permanent Injunction and Other Relief Against Defendants David H. Andrus (Andrus), Jay W. Downs (Downs) and Michael P. McQuade (McQuade), permanently restraining and enjoining them from future violations of antifraud and aiding and abetting future violations of issuer reporting and books and records violations of the federal securities laws.  The Court barred Andrus from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Exchange Act) or that is required to file reports pursuant to Section 15(d) of the Exchange Act for a period of five years.  Downs and McQuade were permanently barred from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act.  The Court restrained and enjoined Andrus and Downs from violations of Section 17(a) of the Securities Act of 1933 (Securities Act), and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1, 13b2-2 and 13a-14, and aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) and (B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13.  The Court restrained and enjoined McQuade from violations Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13 and 13b2-2.  The Court also ordered Andrus to disgorge $150,205.88, together with prejudgment interest of $66,075.50, for a total of $216,281.38 but waived payment of disgorgement and prejudgment interest and did not impose a civil penalty based on Andrus' statement of financial condition.  The Court ordered Downs to pay disgorgement of $24,257.34, together with prejudgment interest of $7,236.76, and a civil penalty of $25,000.00.  The Court ordered McQuade to pay a civil penalty of $50,000.  Andrus, Downs and McQuade consented to the Court's entry of Final Judgment without admitting or denying the Complaint's allegations.     The action against Diatect International Corporation is still pending. 								
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diff --git a/raw/aaer/2010/AAER-3135.txt b/raw/aaer/2010/AAER-3135.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c1d012e8412041929b5e2f8a39dcf67047801f3b
--- /dev/null
+++ b/raw/aaer/2010/AAER-3135.txt
@@ -0,0 +1,124 @@
+   
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+     
+ 
+UNITED STATES OF AMERICA  
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No. 62136 / May 19, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No. 3135 / May 19, 2010 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-13114 
+: 
+In the Matter of 
+Michael G. Lutze, CPA 
+: 
+: 
+: 
+: 
+ORDER GRANTING APPLICATION FOR 
+REINSTATEMENT TO APPEAR AND PRACTICE 
+BEFORE THE COMMISSION AS AN ACCOUNTANT 
+: 
+On August 5, 2008, Michael G. Lutze, CPA (“Lutze”) was denied the privilege of 
+appearing or practicing as an accountant before the Commission as a result of settled public 
+administrative proceedings instituted by the Commission against Lutze pursuant to Rule 102(e) 
+of the Commission's Rules of Practice.
+1  Lutze consented to the entry of the August 5, 2008 order 
+without admitting or denying the findings therein.  This order is issued in response to Lutze’s 
+application for reinstatement to practice before the Commission as an accountant. 
+From April 2003 through May 2005, Lutze served as the coordinating partner on Ernst & 
+Young LLP’s (“E&Y”) audits of the client at issue.  The Commission alleged that on August 7, 
+2003, Lutze learned that a member of the client’s Board of Directors and Audit Committee was 
+serving as a paid advisor to E&Y at the National Industry level.  Lutze took no follow-up action 
+to learn the relationship’s details or to assess its independence implications or to inform the 
+client of the existence of the relationship.  On May 4, 2004, E&Y informed the client of the 
+relationship.  On May 12, 2004, the client’s Audit Committee asked Lutze to confirm in writing 
+that neither he, nor the prior coordinating partner, nor anyone currently serving on the audit 
+engagement was aware at any time prior to May 4, 2004 of the relationship.  On May 14, 2004, 
+Lutze furnished to the client’s Audit Committee a letter on behalf of E&Y that failed to fully 
+disclose the August 7, 2003 email that he had received.  By failing to fully disclose the August 7, 
+2003 email that he had received, the Commission alleged that Lutze had engaged in improper 
+1 See Accounting and Auditing Enforcement Release No. 2858 dated August 5, 2008.  Lutze was permitted, pursuant 
+to the order, to apply for reinstatement after one year upon making certain showings. 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                
+ 
+ 
+ 
+ 
+    
+    
+professional conduct under Rule 102(e) of the Commission’s Rule of Practice and Section 4C of 
+the Securities Exchange Act of 1934. 
+Lutze has met all of the conditions set forth in the original order and, in his capacity as an 
+independent accountant, has stated that he will comply with all requirements of the Commission 
+and the Public Company Accounting Oversight Board, including, but not limited to all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. In his capacity as a preparer or  reviewer, or as a person responsible for the 
+preparation or review, of financial statements of a public company to be filed with the 
+Commission, Lutze attests that he will undertake to have his work reviewed by the independent 
+audit committee of any company for which he works, or in some other manner acceptable to the 
+Commission, while practicing before the Commission in this capacity.   
+Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 
+reinstatement, and provides that the Commission may reinstate the privilege to appear and 
+practice before the Commission “for good cause shown.”2  This “good cause” determination is 
+necessarily highly fact specific. 
+ On the basis of the information supplied, representations made, and undertakings agreed 
+to by Lutze, it appears that he has complied with the terms of the August 5, 2008 order denying 
+him the privilege of appearing or practicing before the Commission as an accountant, that no 
+information has come to the attention of the Commission relating to his character, integrity, 
+professional conduct or qualifications to practice before the Commission that would be a basis 
+for adverse action against him pursuant to Rule 102(e) of the Commission's Rules of Practice, 
+and that Lutze, by undertaking to have his work reviewed by the independent audit committee of 
+any company for which he works, or in some other manner acceptable to the Commission, in his 
+practice before the Commission as a preparer or reviewer of financial statements required to be 
+filed with the Commission, and that Lutze, by undertaking to comply with all requirements of the 
+Commission and the Public Company Accounting Oversight Board, including, but not limited to, 
+all requirements relating to registration, inspections, concurring partner reviews and quality 
+control standards, in his practice before the Commission as an independent accountant has shown 
+good cause for reinstatement.  Therefore, it is accordingly, 
+2 Rule 102(e)(5)(i) provides: 
+“An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
+of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 
+hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 
+by the Commission for good cause shown.” 17 C.F.R. § 201.102(e)(5)(i). 
+   
+ 
+ 
+ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that 
+Michael G. Lutze, CPA is hereby reinstated to appear and practice before the Commission as an 
+accountant. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+Service List for MICHAEL G. LUTZE 
+David B. Hardison 
+Fried, Frank, Harris, Shriver & Jacobson LLP 
+1001 Pennsylvania Ave., NW 
+Washington, DC 20004 
+(202) 639-7029 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3136.txt b/raw/aaer/2010/AAER-3136.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7b347a26f424039461be377e25495e8245dbcc38
--- /dev/null
+++ b/raw/aaer/2010/AAER-3136.txt
@@ -0,0 +1,1355 @@
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21527 / May 20, 2010  Accounting and Auditing Enforcement Release No. 3136 / May 20, 2010   Securities and Exchange Commission v. Charles McCall , Case No. C-03-2603 WHA (N.D. Cal.)  SEC Settles Civil Fraud Injunctive Action Against Former McKesson Corporation Chairman  On May 18, 2010, a consent and final judgment against Charles McCall was entered by the United States District Court for the Northern District of California. McCall was charged in a previously-filed action with securities fraud in connection with a financial reporting fraud at McKesson HBOC, Inc. (now, McKesson Corporation), a Fortune 100 company headquartered in San Francisco, California. McCall consented to the entry of judgment without admitting or denying the allegations of the Commission's complaint except as to jurisdiction.  The Commission's Complaint  The complaint, filed June 4, 2003, alleged that McCall, together with other senior executives, participated in a long-running fraudulent scheme to inflate the revenue and net income of HBO & Company (HBOC), an Atlanta, Georgia-based vendor of health care technology that merged with McKesson in 1999. McCall, the Chief Executive Officer and Chairman of HBOC and then Chairman of McKesson HBOC, personally took part in negotiating at least two contracts with side letter agreements containing cancellation contingencies, one of which was also backdated. As a result of the scheme, according to the complaint, the companies were able to recognize revenue in earlier reporting periods. These practices failed to comply with Generally Accepted Accounting Principles.  The complaint alleged that the fraud allowed HBOC and McKesson HBOC to report falsely in press releases and in periodic reports HBOC filed with the Commission that the companies were having an unbroken run of financial success and had continually exceeded analysts' expectations. However, when McKesson HBOC announced in April 1999 that the company was conducting an internal investigation into financial reporting irregularities, its shares tumbled from approximately $65 to $34, a drop that slashed its market value by more than $9 billion.  The Settlement  The final judgment against McCall permanently enjoins him from violating Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(b)(5) and 20(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 13b2-1 and 13b2-2 thereunder. In addition, McCall was permanently barred him from acting as an officer or director of a public company and was ordered to pay a total of $1,878,128 in disgorgement and prejudgment interest. On November 19, 2009, McCall was convicted of securities fraud and related charges arising from the fraud at HBOC and McKesson HBOC. He was sentenced to ten years' incarceration and ordered to pay a $1 million criminal fine. 								
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diff --git a/raw/aaer/2010/AAER-3138.txt b/raw/aaer/2010/AAER-3138.txt
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@@ -0,0 +1,1355 @@
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+               Home 
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+              Walter A. Forbes and E. Kirk Shelton
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+        Walter A. Forbes and E. Kirk Shelton
+       
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+                        
+              Litigation Release No.  21548 / June 3, 2010  Accounting and Auditing Enforcement Release No.  3138 / June 3, 2010   Securities and Exchange Commission v. Walter A. Forbes and E. Kirk Shelton , 01 civ 987 (JAP) (D.N.J. filed Feb. 28, 2001)  FORMER CENDANT CORPORATION VICE CHAIRMAN E. KIRK SHELTON SETTLES SEC FRAUD ACTION  The Securities and Exchange Commission (the Commission) announced that on June 2, 2010, a settled final judgment was entered by the U.S. District Court for the District of New Jersey against E. Kirk Shelton, the former Vice Chairman of Cendant Corporation (Cendant), in the Commission's action against Shelton arising out of his conduct in the Cendant financial fraud,  Securities and Exchange Commission v. Walter A. Forbes and E. Kirk Shelton , 01 civ 987 (JAP) (D.N.J. filed Feb. 28, 2001).  The Commission's complaint in that action alleged that Shelton helped orchestrate an earnings management scheme at CUC International Inc. (CUC), a corporate predecessor of Cendant, and, subsequently, at Cendant itself.  The complaint further alleged that over a twelve-year period Shelton directed a scheme that improperly inflated the companies' quarterly and annual financial results, and that for the period 1995 to 1997, CUC's operating income was improperly inflated by an aggregate amount exceeding $500 million.  When the fraud was disclosed in 1998, Cendant's common stock dropped dramatically, resulting in defrauded investors losing billions of dollars.  The final judgment against Shelton, to which he consented without admitting or denying the Commission's allegations, enjoins him from violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act), and Exchange Act Rules 10b¢€'5, 13b2¢€'1, and 13b2¢€'2, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange Act and Exchange Act Rules 12b¢€'20, 13a¢€'1, 13a¢€'13, and 14a¢€'9.  The final judgment also bars Shelton, pursuant to Section 21(d)(2) of the Exchange Act, from serving as an officer or director of a public company.  Shelton was convicted in a related federal criminal prosecution of conspiracy, securities fraud, mail fraud, wire fraud, and making false filings with the Commission.  In 2005, Shelton was sentenced to 120 months in prison and ordered to pay criminal restitution of $3.275 billion.  For further information about the Commission's action in  Securities and Exchange Commission v. Walter A. Forbes and E. Kirk Shelton ,  see   Litigation Release No. 16910  (Feb. 28, 2001);  Litigation Release No. 21356  (Dec. 30, 2009). 								
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diff --git a/raw/aaer/2010/AAER-3139.pdf b/raw/aaer/2010/AAER-3139.pdf
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+__________________________________ 
+ 
+ 
+ 
+__________________________________ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62235 / June 7, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3139 / June 7, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13925 
+) 
+In the Matter of ) ORDER INSTITUTING CEASE-AND-DESIST 
+) PROCEEDINGS PURSUANT TO SECTION 
+China Yuchai International Limited, ) 21C OF THE SECURITIES EXCHANGE ACT 
+) OF 1934, MAKING FINDINGS, AND 
+Respondent. ) IMPOSING A CEASE-AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that 
+cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
+Securities Exchange Act of 1934 (“Exchange Act”), against China Yuchai International Limited 
+(“China Yuchai” or “Respondent”). 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the 
+findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
+matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 
+Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange 
+Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 
+below. 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+                                                 
+ 
+ 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 
+1. This matter concerns China Yuchai’s violations of the reporting, books and 
+records and internal controls provisions of the securities laws, arising out of China Yuchai’s 
+material overstatement of net income for the year ended December 31, 2005.  The overstatement 
+was caused by an erroneous material adjusting journal entry made at China Yuchai’s majority-
+owned subsidiary, Guangxi Yuchai Machinery Company Limited (“Guangxi Yuchai”).  China 
+Yuchai included the overstated financial results in its annual report for 2005, which it filed with 
+the Commission in August 2006.  In 2008, China Yuchai restated its 2005 financial statements, 
+including the reversal of the erroneous adjusting journal entry at the subsidiary. 
+2. China Yuchai  is a Bermuda company headquartered in Singapore.  China Yuchai’s 
+common stock is registered with the Commission under Section 12(b) of the Exchange Act, and 
+is listed on the New York Stock Exchange.  China Yuchai owns 76.4% of Guangxi Yuchai, a 
+Sino-foreign joint stock company, headquartered in Yulin City in the People’s Republic of China 
+(“PRC”). Guangxi Yuchai manufactures and distributes diesel engines in the PRC. 
+3. The erroneous material adjusting journal entry arose as a result of inadequate 
+financial controls at Guangxi Yuchai.  Guangxi Yuchai had been consistently profitable between 
+1998 and 2004. In the second half of 2005, however, Guangxi Yuchai’s financial statements 
+began to reflect monthly losses, which worsened as the year progressed.  Guangxi Yuchai’s 
+management and finance department considered whether technical problems with new 
+accounting software installed earlier that year had overstated the “Goods Received/Invoices Not 
+Received” (“GR/IR”) account, because the GR/IR year-end balance had grown significantly over 
+the previous year.  The GR/IR account tracks the cost of raw materials delivered to Guangxi 
+Yuchai’s warehouse prior to the receipt of  invoices from vendors.  GR/IR is consolidated with 
+Accounts Payable on Guangxi Yuchai’s balance sheet. 
+4. To investigate the possible error, the Guangxi Yuchai procurement department 
+staff manually counted warehouse receiving documents and called suppliers to discuss shipments 
+and invoices. Using the procurement department data, the finance department staff substantiated 
+a GR/IR account balance of Rmb 400 million, but the accounting software indicated a balance of 
+Rmb 568 million.  On January 20, 2006, the finance department input an adjusting entry of Rmb 
+168 million (equivalent to approximately $21 million) into the GR/IR account for the period 
+ending December 31, 2005. 
+5. After the adjusting entry had been made, personnel in the Guangxi Yuchai finance 
+department discovered additional warehouse receipts that had not been included in the January 
+2006 count. The discovery of the additional ware house receipts indicated that the adjusting 
+journal entry made in January 2006 was at least partially erroneous.  However, no one at 
+1   The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
+binding on any other person or entity in this or any other proceeding. 
+2
+ 
+ 
+ 
+   
+ 
+ 
+ 
+  
+Guangxi Yuchai informed anyone at China Yuchai of the discovery of the additional receipts or 
+informed the parent company that the adjusting journal entry was at least partially erroneous. 
+6. On August 8, 2006, China Yuchai filed its 2005 annual report with the 
+Commission on Form 20-F, incorrectly reporting net income of $8.5 million as a result of the 
+erroneous adjusting journal entry. 
+7. In June 2007, finance personnel at China Yuchai learned that the January 2006 
+adjusting journal entry was at least partially erroneous when an accountant in the Guangxi 
+Yuchai finance department proposed a partial reversal of the adjusting entry.  China Yuchai’s 
+Audit Committee was informed of the issue and hired outside counsel to conduct an internal 
+investigation of the issue. 
+8. In August 2007, following a preliminary investigation, China Yuchai publicly 
+disclosed that it was conducting an investigation into a possible accounting error and that “Rmb 
+168 million . . . may have to be reversed.” 
+9. On May 30, 2008, China Yuchai filed an amended Form 20-F which restated its 
+financial results for 2005. In the restatement, China Yuchai reported a net loss for the year of 
+$4 million instead of the $8.5 million net income originally reported (a decrease of 
+approximately $12.5 million).  Guangxi Yuchai reversed the entire January 2006 adjusting entry. 
+During the course of finalizing the adjusting entry in the restated financial results for 2005, 
+China Yuchai identified certain other accounting errors not previously known and corrected these 
+other accounting errors in its restated financial results for 2005. 
+10. China Yuchai has made changes to Guangxi Yuchai’s internal controls designed 
+to diminish the likelihood of such problems in the future.  These included effecting changes in 
+the personnel in the Guangxi Yuchai finance department, adopting new procedures for posting 
+accounting entries, and training finance personnel in U.S. Generally Accepted Accounting 
+Principles. 
+11. As a result of the conduct described above, China Yuchai violated Section 13(a) 
+of the Exchange Act and Rules 12b-20 and 13a-1 thereunder, which require every issuer of a 
+security registered pursuant to Section 12 of the Exchange Act to file with the Commission 
+information, documents, and annual reports as the Commission may require, and mandate that 
+reports contain such further material information as may be necessary to make the required 
+statements not misleading.     
+12. China Yuchai’s  2005 annual report on Form 20-F, filed on August 8, 2006, 
+materially overstated the company’s net income and other financial performance measurements, 
+due to the erroneous adjusting journal entry at China Yuchai’s majority-owned subsidiary. 
+13. As a result of the conduct described above, China Yuchai violated 
+Section 13(b)(2)(A) of the Exchange Act, which requires reporting companies to make and keep 
+books, records, and accounts which, in reasonable detail, accurately and fairly reflect their 
+transactions and dispositions of their assets.  As a result of the erroneous material adjustment to 
+the GR/IR account, China Yuchai’s books, records, and accounts were materially misstated and 
+did not accurately and fairly reflect the transactions and dispositions of the company’s assets. 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+14. As a result of the conduct described above, China Yuchai violated 
+Section 13(b)(2)(B) of the Exchange Act, which requires all reporting companies to devise and 
+maintain a system of internal accounting controls sufficient to provide reasonable assurances that 
+transactions are recorded as necessary to permit preparation of financial statements in accordance 
+with generally accepted accounting principles.  China Yuchai’s internal controls were not 
+sufficient to prevent the entry of an erroneous material adjustment to the accounts of its majority-
+owned subsidiary, or to require the reversal of that adjustment when it became apparent that it 
+was erroneous. 
+China Yuchai’s Remedial Efforts 
+In determining to accept the Offer, the Commission considered remedial acts promptly 
+undertaken by Respondent and cooperation afforded the Commission staff. 
+IV . 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent China Yuchai’s Offer. 
+Accordingly, it is hereby ORDERED that, pursuant to Section 21C of the Exchange Act,  
+Respondent China Yuchai cease and desist from committing or causing any violations and any 
+future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 
+12b-20 and13a-1 thereunder. 
+By the Commission. 
+       Elizabeth M. Murphy 
+       S e c r e t a r y 
+4
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+  
+ 
+ 
+ 
+ 
+ 
+     
+    
+ 
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting Cease-and-
+Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order (“Order”), on the Respondent and its legal 
+agents. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Kara Brockmeyer. Esq. 
+Robert Wilson, Esq. 
+Gina Joyce, Esq. 
+Division of Enforcement
+ 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-5720-B 
+China Yuchai International Limited 
+c/o Mr. Saw Boo Guan, President 
+David Brodsky, Esq. 
+Latham & Watkins LLP  
+885 Third Avenue 
+New York, NY 10022-4834 
+David Brodsky, Esq. 
+Latham & Watkins LLP  
+885 Third Avenue 
+New York, NY 10022-4834 
+(Counsel for China Yuchai International Limited) 
+5
+ 
\ No newline at end of file
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@@ -0,0 +1,270 @@
+ 
+ 
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+                         
+      
+    
+      
+               
+       
+       
+  
+   
+ 
+   
+ 
+ 
+   
+                                                 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62242 / June 8, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3140 / June 8, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13929 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING 
+: ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+ANTHONY BONICA, : 102(e) OF THE COMMISSION’S RULES  
+: OF PRACTICE, MAKING FINDINGS, 
+ Respondent. : AND IMPOSING REMEDIAL       
+: SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against 
+Anthony Bonica (“Respondent” or “Bonica”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Bonica, age 60, passed the CPA exam in 1978 in New York State and is a 
+certified public accountant.  He joined Monster, Inc. in April 1994, and was the controller until mid-
+2001, when he became the vice president for investor relations and financial planning.  Bonica was 
+terminated in December 2006. 
+2. Monster Worldwide, Inc. (“Monster”), formerly known as TMP 
+Worldwide Inc., is a Delaware corporation that is the parent company of Monster.com, a leading 
+global online career and recruitment resource.  Headquartered in New York, New York, Monster 
+employs approximately 4,600 employees in 35 countries.  Monster’s common stock is currently 
+registered with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 
+(“Exchange Act”) and trades on the NASDAQ National Market System under the symbol 
+“MNST.”   Monster’s initial public offering of shares of its common stock occurred on December 
+12, 1996. 
+3. On April 30, 2008, the Commission filed a complaint against Bonica in SEC 
+v. James Treacy and Anthony Bonica, 08 CV 4052 (S.D.N.Y.).  On May 28, 2010, the court 
+entered an order permanently restraining and enjoining Bonica from direct or indirect violations of 
+Section 17(a) of the Securities Act of 1933 [15 U.S.C. § 77q(a)], Sections 10(b) and 13(b)(5) of the 
+Exchange Act [15 U.S.C. §§ 78j(b) and 78m(b)(5)] and Rules 10b-5 and 13b2-1 [17 C.F.R. §§ 
+240.10b-5 and 240.13b2-1] thereunder, and from aiding and abetting violations of Sections 13(a) , 
+13(b)(2)(A) and 14(a) of the Exchange Act [15 U.S.C. §§ 78m(a) , 78m(b)(2)(A) and 78n(a)], and 
+Rules 12b-20, 13a-1, 13a-11, 13a-13 and 14a-9 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, 
+and 240.13a-13 and 240.14a-9] thereunder.  Bonica was also ordered to pay a $60,000 civil money 
+penalty, $115,736.71 of disgorgement and $33,800.89 in prejudgment interest. 
+4. The Commission’s complaint alleged, among other things, that Bonica 
+participated in a fraudulent stock option backdating scheme; that Bonica’s fraudulent conduct 
+caused Monster’s periodic filings and proxy statements to falsely portray Monster’s options as 
+having been granted at exercise prices equal to the fair market value of Monster’s common stock 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+on the date of the grant, when, in fact, Monster was granting in-the-money options; and that Bonica 
+understood the accounting consequences of granting in-the-money options but did nothing to 
+ensure that Monster properly accounted for these options in its financial statements.  Bonica’s 
+conduct caused Monster to file materially false and misleading public reports that contained 
+financial statements that materially understated its compensation expenses and materially 
+overstated its quarterly and annual net income.  On December 13, 2006, Monster restated its 
+historical financial results for 1997-2005 in a cumulative pre-tax amount of approximately $339.5 
+million to record additional non-cash charges for option related compensation.  The complaint 
+further alleged that Bonica benefited from the scheme, including the receipt and exercise of 
+backdated grants of in-the-money options.      
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Bonica’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Bonica is suspended from appearing or practicing before the Commission as an 
+accountant.   
+B. After three years from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision; 
+3
+ 
+ 
+ 
+      
+  
+ 
+ 
+ 
+ 
+   
+ 
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+  By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+ 
+   
+   
+ 
+  
+    
+  
+    
+      
+   
+             
+     
+   
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings and 
+Imposing Remedial Sanctions (“Order”), on the Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+David Stoelting, Esq.  
+New York Regional Office 
+Securities and Exchange Commission 
+3 World Financial Center, 4
+th Floor 
+New York, NY 10281-1022 
+Mr. Anthony Bonica 
+c/o Paul Shechtman, Esq. 
+Stillman, Friedman & Shechtman PC 
+425 Park Ave 
+New York, NY 10022 
+Paul Shechtman, Esq. 
+Stillman, Friedman & Shechtman PC 
+425 Park Ave 
+New York, NY 10022 
+(Counsel for Anthony Bonica) 
+5
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3141.txt b/raw/aaer/2010/AAER-3141.txt
new file mode 100644
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+              UNITED STATES SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21550 / June 9, 2010  Accounting and Auditing Enforcement Release No. 3141 / June 9, 2010   Securities and Exchange Commission v. William G. Mortensen and Feng Zheng , Case No. 3:10-CV-1142-B (United States District Court for the Northern District of Texas, Dallas Division).  SEC Charges Former Advanced Materials Group, Inc. CFO with Securities Fraud and Misappropriation of Hundreds of Thousands of Dollars  On June 9, 2010, the Securities and Exchange Commission sued William G. Mortensen, the former CFO of Texas-based Advanced Materials Group, Inc. ("AMG"), in U.S. District Court in Dallas for fraudulently inflating AMG's publicly reported financial results over multiple quarters in 2008 and 2009. The Commission charged that Mortensen committed securities fraud, lied to accountants, falsified records and circumvented internal controls, and aided and abetted reporting, record-keeping and internal control violations. The Commission also alleged that Mortensen misappropriated hundreds of thousands of dollars from AMG to pay personal expenses.  The Commission also charged one of Mortensen's subordinates, Feng "Eric" Zheng, with lying to accountants, falsifying records and circumventing internal controls, and with aiding and abetting securities fraud and reporting, record-keeping and internal controls violations.  The Commission alleges that, from March 2008 through February 2009, Mortensen directed Zheng to record false sales to two of AMG's largest customers. These entries materially overstated AMG's sales, earnings and accounts receivable, as reported in AMG's quarterly and annual reports during this period. The Commission further alleges that Mortensen, with Zheng's assistance, used the inflated accounts receivable to obtain greater borrowings under AMG's bank line of credit. Mortensen then misappropriated these and other AMG funds to pay such personal expenses as a country club membership, extensive home remodeling, property taxes, and family vacations to Florida, Europe and elsewhere using private jets.  With respect to Mortensen, the Commission seeks civil penalties, disgorgement of misappropriated funds, a permanent bar from serving as a public company officer or director, and permanent injunctive relief. The litigation against Mortensen is continuing.  Zheng has settled the Commission's charges. Without admitting or denying the Commission's allegations, Zheng has consented to a $25,000 civil penalty and a permanent injunction against future violations of the antifraud, lying-to-accountants, reporting, record-keeping and internal controls provisions of the federal securities laws.  The Commission charged Mortensen with violating Sections 10(b) and 13(b)(5) of the Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 13a-14, 13b2-1, and 13b2-2 thereunder, and for aiding and abetting violations Exchange Act Section 13(a), 13(b)(2)(A) and 13(b)(2)(B) and Rules 12b-20, 13a-1, and 13a-13 thereunder. The Commission charged Zheng with violating Exchange Act Section 13(b)(5) and Rules 13b2-1 and 13b2-2 thereunder and for aiding and abetting violations of Exchange Act Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B), and Rules 10b-5, 12b-20, 13a-1, and 13a-13 thereunder.  In related administrative proceedings instituted pursuant to Section 12(j) of the Exchange Act, AMG has consented to the revocation of its securities registration. In addition, the Commission is instituting settled administrative proceedings pursuant to Rule 102(e) of the Commission's Rules of Practice against AMG's former auditor, Fei-Fei Catherine Fang, in which she has consented to a permanent bar from appearing or practicing before the Commission as an accountant. 								
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diff --git a/raw/aaer/2010/AAER-3142.txt b/raw/aaer/2010/AAER-3142.txt
new file mode 100644
index 0000000000000000000000000000000000000000..53eb34fc6ae7fd1eb5242a6b54028b105cc38894
--- /dev/null
+++ b/raw/aaer/2010/AAER-3142.txt
@@ -0,0 +1,1355 @@
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21551 / June 9, 2010  Accounting and Auditing Enforcement Release No. 3142 / June 9, 2010   SEC v. Lucent Technologies, Inc., et al. , Civil Action No. 04-2315 (WHW) (D. N.J.)  SEC SETTLES CHARGES AGAINST TWO DEFENDANTS ARISING OUT OF LUCENT TECHNOLOGIES INC. ACCOUNTING FRAUD  On June 7, 2010, the Securities and Exchange Commission filed settlements for its claims against Alice Leslie Dorn and Jay William Carter arising out of an accounting fraud action against Lucent Technologies Inc. ("Lucent") and ten individuals. Dorn and Carter have agreed to settle the Commission's remaining claims against them without admitting or denying the allegations in the Commission's Amended Complaint. The settlements are subject to court approval.  The Commission alleged that Dorn, Lucent's former Vice President of Indirect Sales for North America, entered into side agreements with certain of Lucent's distributors that granted the distributors rights and privileges beyond those contained in their respective distribution agreements. Those side agreements made it improper for Lucent to recognize revenue, and caused Lucent to materially overstate its pre-tax income for fiscal year 2000. Dorn has consented to the entry of an order permanently enjoining her from aiding and abetting the violation of the anti-fraud provisions of the federal securities laws, and enjoining her from violating, or aiding and abetting the violation of, the books and records, internal controls, and reporting provisions of the federal securities laws. Dorn would be enjoined from aiding and abetting violations of Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) of the Securities Exchange Act of 1934 ("Exchange Act") and Exchange Act Rules 10b-5, 12b-20, 13a-11 and 13a-13. Dorn would also be enjoined from directly violating Section 13(b)(5) of the Exchange Act and Exchange Act Rule 13b2-1. In addition, Dorn will pay a civil penalty in the amount of $40,000.  The Commission alleged that Carter, former President of Lucent's AT&T customer business unit, authorized a side agreement in connection with a $53 million sales transaction with AT&T Wireless Services in 1999-2000, which made it improper for Lucent to recognize revenue in its third quarter of 2000. Carter has consented to the entry of an order permanently enjoining him from violating the books and records and internal control provisions of the federal securities laws, Section 13(b)(5) of the Exchange Act and Exchange Act Rule 13b2-1. Carter will also pay a $25,000 civil penalty. 								
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+ 
+UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62262 / June 10, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3144 / June 10, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13935 
+ 
+ 
+In the Matter of 
+ 
+ L. REX ANDERSEN, CPA, 
+ 
+             Respondent. 
+ 
+ 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS AND 
+IMPOSING TEMPORARY SUSPENSION 
+PURSUANT TO RULE 102(e)(3) OF THE 
+COMMISSION’S RULES OF PRACTICE 
+                    
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deem s it appropriate and in the 
+public interest that public admi nistrative proceedings be, and here by are, instituted pursuant to 
+Rule 102(e)(3)
+1 of the Commission’s Rules of Practice against L. Rex Andersen (“Respondent” or 
+“Andersen”).   
+ 
+II. 
+ 
+The Commission finds that: 
+ 
+A. RESPONDENT
+ 
+ 
+1. Andersen, age 80, is and has been a certified pub lic accountant (“CPA”) 
+licensed to practice in the State of Nevada and was previously licensed in Arizona and California.  
+                                                 
+1  Rule 102(e)(3)(i) provides, in relevant part, that: 
+ 
+ The Commission, with due regard to the public  interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any c ourt of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Co mmission, from violating or aiding and abetting 
+the violation of any provision of the Federal secu rities laws or of the rules and regulations 
+thereunder. 
+ 2
+From approximately 1992 through 2002, he was a partner at Andersen Andersen & Strong, L.C., a 
+public accounting firm.  Presently, he is an accountant at Madsen  & Associates CPA’s Inc. in 
+Murray, Utah, a public accounting firm registered with the Public Company Accounting Oversight 
+Board, where he performs audits of public and private companies. 
+   
+ B. CIVIL INJUNCTION 
+   
+2. On May 4, 2010, the U.S. District Court for the District of Nevada entered a 
+final judgment against Andersen, permanently enjoining him from future violations, direct or 
+indirect, of Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-
+5 thereunder and Rule 2-02 of Regulation S-X, and aiding and abetting violations of Section 13(a) 
+of the Exchange Act and Rules 12b-20 and 13a-1 thereunder.  Securities and Exchange 
+Commission v. Exotics.com, Inc., et al. , Civil Action Number 2:05-cv-00531-PMP-GWF.  
+Andersen also was ordered to pay disgorgement, prejudgment interest, and a civil money penalty 
+totaling $126,219.04.  
+ 
+3. The Commission’s complaint alleged th at Andersen performed audits of 
+the 1999 and 2000 year-end financ ial statements of Hardrock Mines, Inc. that were not 
+conducted in accordance with generally accepted auditing standards (“GAAS”), and he caused 
+his firm to issue audit reports falsely stating that the financial statements were presented in 
+conformity with generally accepted accounting pr inciples (“GAAP”).  Hardrock Mines (later 
+known as Exotics.com, Inc.) was an issuer of securities that were registered with the 
+Commission and approved for quotation on the OT C Bulletin Board.  The complaint further 
+alleged that Andersen did not act as an independ ent auditor during the audits because he himself 
+had prepared most of the client’s books and r ecords and its financial statements.  Moreover, 
+Andersen created the client’s books  and records in reliance on doc uments that he knew, or was 
+reckless in not knowing, were fraudulent.  The complaint also alleged that the fraudulent audit 
+reports provided by Andersen were incorporated in public filings made by Hardrock Mines and 
+Exotics.com, including a Form 10-SB registration statement and two Form 10-KSB annual 
+reports. 
+ 
+III. 
+ 
+Based upon the foregoing, the Commission finds that a court of competent jurisdiction has 
+permanently enjoined Andersen, a CPA, from violating the Federal securities laws within the 
+meaning of Rule 102(e)(3)(i)(A) of the Commission’s Rules of Practice.  In view of these findings, 
+the Commission deems it appropriat e and in the public interest that Andersen be temporarily 
+suspended from appearing or practicing before the Commission. 
+   
+ IT IS HEREBY ORDERED that Andersen be , and hereby is, temporarily suspended from 
+appearing or practicing before the Commission as an  accountant.  This Or der shall be effective 
+upon service on the Respondent. 
+ 
+ IT IS FURTHER ORDERED that Andersen may within thirty days af ter service of this 
+Order file a petition with the Co mmission to lift the temporary su spension.  If the Commission 
+ 3
+within thirty days after service of the Order receives no petition, the suspension shall become  
+permanent pursuant to Rule 102(e)(3)(ii). 
+  
+ If a petition is received within thirty days after service of this Order, the Commission shall, 
+within thirty days after the filing of the petition,  either lift the temporary suspension, or set the 
+matter down for hearing at  a time and place to be designated by the Commission, or both.  If a 
+hearing is ordered, following the hearing, the Co mmission may lift the suspension, censure the 
+petitioner, or disqualify the petitioner from appe aring or practicing before the Commission for a 
+period of time, or permanently, pursuant to Rule 102(e)(3)(iii). 
+ 
+This Order shall be served upon Andersen personally or by certified mail at his last known 
+address. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 
+ 4
+ 
+Service List 
+ 
+ Rule 141 of the Commission's Ru les of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Public 
+Administrative Proceedings and Imposing Temporary Suspension Pursuant to Rule 102(e)(3) of the 
+Commission’s Rules of Practice ("Order") on the Respondent and his legal agent. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray    
+Chief Administrative Law Judge   
+Securities and Exchange Commission  
+100 F Street, N.E. 
+Washington, DC 20549-2557  
+    
+Silvestre A. Fontes, Esq.     
+Boston Regional Office    
+Securities and Exchange Commission   
+33 Arch Street, 23rd Floor  
+Boston, MA 02110     
+       
+Mr. L. Rex Andersen    
+c/o O. Robert Meredith, Esq.  
+1111 E. Brickyard Rd., Suite 206 
+Salt Lake City, UT  84106   
+             
+O. Robert Meredith, Esq.  
+1111 E. Brickyard Rd., Suite 206 
+Salt Lake City, UT  84106  
+(Counsel for L. Rex Andersen) 
+ 
+ 
+ 
+ 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3145.txt b/raw/aaer/2010/AAER-3145.txt
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index 0000000000000000000000000000000000000000..54964a6a3452cab242d161a2e6df0074dcea8ef6
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@@ -0,0 +1,1355 @@
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21555 / June 14, 2010  Accounting and Auditing Enforcement Release No. 3145 / June 14, 2010   U.S. Securities and Exchange Commission v. Joseph P. Collins , 07 CV 11343 (JSR) (S.D.N.Y. filed Dec. 18, 2007)  FORMER MAYER BROWN PARTNER JOSEPH P. COLLINS SETTLES SEC FRAUD ACTION  The U.S. Securities and Exchange Commission (the Commission) announced that on June 11, 2010, a settled final judgment was entered by the U.S. District Court for the Southern District of New York against Joseph P. Collins, a former partner with the law firm Mayer Brown LLP. The Commission's complaint in  U.S. Securities and Exchange Commission v. Joseph P. Collins , 07 CV 11343 (JSR) (S.D.N.Y. filed Dec. 18, 2007), alleged that Collins aided and abetted a financial fraud by substantially assisting Refco Group Ltd. and its corporate successor Refco Inc. (hereinafter, together Refco) in their failure to disclose hundreds of millions of dollars in related party indebtedness. As alleged in the complaint, Collins, in the course of representing Refco, learned that an entity owned and controlled by Refco's chairman and chief executive officer owed Refco hundreds of millions of dollars. Collins also worked on, and oversaw other attorneys' work on, short-term related party transactions that occurred repeatedly at the end of Refco fiscal periods and temporarily shifted the related party indebtedness to unrelated third parties. The transactions were reversed shortly after the fiscal periods ended. The complaint further alleged that, notwithstanding his knowledge and awareness of the related party indebtedness and transactions, Collins reviewed and revised Refco disclosure documents that failed to mention these facts to potential investors.  The final judgment against Collins, to which he consented without admitting or denying the Commission's allegations, enjoins him from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b 5 thereunder.  Collins was convicted in a related federal criminal prosecution of conspiracy, securities fraud, and wire fraud. In January 2010, Collins was sentenced to 7 years in prison.  The Commission acknowledges the assistance and cooperation of the Office of the United States Attorney for the Southern District of New York.  For further information about the Commission's action in  U.S. Securities and Exchange Commission v. Collins ,  see  Litigation Release No.  20402  (Dec. 18, 2007). 								
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+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62372 / June 24, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3146 / June 24, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13948 
+In the Matter of
+ FEI-FEI CATHERINE FANG, 
+CPA, 
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS 
+PURSUANT TO RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative proceedings be, and hereby are, instituted against Fei-Fei Catherine Fang, CPA 
+(“Respondent”) pursuant to Rule 102(e)(1)(ii) of the Commission’s Rules of Practice.
+ 1 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (“Offer”) which the Commission has determined to accept.  Solely for the purpose of 
+these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
+which the Commission is a party, and without admitting or denying the findings herein, except as 
+to the Commission’s jurisdiction over her and the subject matter of these proceedings, which are 
+admitted, Respondent consents to the entry of this Order Instituting Public Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 
+Imposing Remedial Sanctions (“Order”), as set forth below.   
+1 Rule 102(e)(1)(ii) provides, in pertinent part, that: 
+The Commission may . . . deny, temporarily or permanently, the privilege of appearing or practicing before 
+it . . . to any person who is found . . . to have engaged in unethical or improper professional conduct. 
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+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds2 that: 
+RESPONDENT 
+1. Respondent is a certified public accountant licensed by the state of Texas.  During 
+the periods at issue here, she was a sole proprietor in Fei-Fei Catherine Fang, CPA, an accounting 
+firm located in Dallas, Texas and registered with the Public Company Accounting Oversight Board 
+(“PCAOB”). 
+2. From September 14, 2005 through July 2009, Respondent served as the 
+independent auditor for Advanced Materials Group, Inc. (“AMG”), a manufacturing company 
+headquartered in Garland, Texas whose common stock was registered with the Commission 
+pursuant to Section 12(g) of the Exchange Act and quoted on the OTC Pink Sheets.  AMG filed 
+Chapter 11 bankruptcy proceedings on July 2, 2009. 
+3. Respondent audited AMG’s financial statements for the fiscal years ended 
+November 30, 2005 through November 30, 2008, which were included in annual reports on Form 
+10-KSB AMG filed with the Commission.  For each of these years, Respondent provided AMG 
+with an unqualified audit opinion. 
+4. She also reviewed AMG’s quarterly financial statements for fiscal years 2006 
+through 2008 and for the fiscal quarter ended February 28, 2009, which were included in quarterly 
+reports on Forms 10-QSB and 10-Q AMG filed with the Commission.   
+5. Before auditing AMG’s November 30, 2005 financial statements, Respondent had 
+no audit experience, and she had no other audit clients besides AMG before 2009. 
+FACTS 
+The Fraudulent Scheme 
+6. From at least the fiscal quarter ended May 31, 2008 through the fiscal quarter ended 
+February 28, 2009, AMG’s former chief financial officer orchestrated a fraudulent scheme to 
+inflate AMG’s earnings and accounts receivable.  With the aid of a former AMG accounting 
+manager, the former chief financial officer caused AMG to record sizable fictitious sales in AMG’s 
+sales journal, normally at or near quarter end.  When these false sales were recorded, AMG’s 
+accounting system generated invoices to customers.  These invoices merely described the sales as 
+“miscellaneous charges” and were unsupported by purchase orders or shipping documents.    
+2 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other 
+person or entity in this or any other proceeding. 
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+7. The fictitious sales were many times larger than AMG’s usual sales, which 
+typically ranged from a few hundred to a few thousand dollars in amount.  In contrast, the false 
+sales were in the range of $100,000 to $200,000 or more.  The false sales were listed in receivables 
+aging reports included in Respondent’s audit work papers and were conspicuous in both their 
+amount and grouping at quarter ends.   
+8. As part of the scheme, the former chief financial officer directed the former 
+accounting manager to create credit memos to reverse the sales in the next quarter, before the 
+invoices became delinquent.  These credit memos were reflected in AMG’s sales journal and were 
+conspicuous in amount and grouping.   
+9. The net effect of these false accounting entries was to materially inflate AMG’s 
+sales and earnings in the periods they were recorded.  Specifically, AMG’s sales for the fiscal year 
+ended November 30, 2008 were overstated by approximately $1.7 million, or 16.2%, which 
+resulted in an earnings overstatement of 122.7%.  The scheme had a similar impact on AMG’s 
+quarterly results, as reflected in the following table: 
+Quarter 
+Ended 
+Net Sales as 
+Originally 
+Reported 
+Net Sales as 
+Corrected 
+Percentage 
+Overstated 
+Earnings 
+Originally 
+Reported 
+Earnings as 
+Corrected 
+Percentage 
+Overstated 
+May 31, 2008 $2,791,466 $2,246,966 24.2% $30,502 ($513,998) 106% 
+August 31, 
+2008 
+$3,216,863 $2,615,697 23% $120,573 ($480,593) 125% 
+February 28, 
+2009 
+$2,689,190 $2,522,590 6.6% $27,738 ($138,862) 120% 
+10. AMG’s accounts receivable were also materially overstated in these periods.  At 
+each balance sheet date between May 31, 2008 and February 28, 2009, AMG’s receivables were 
+overstated by 29.1%, 26.3%, 22.1% and 7.4%, respectively.   
+11. The former chief financial officer used the inflated accounts receivable to obtain 
+greater borrowings under AMG’s bank line of credit.  AMG’s credit limit under this line was 
+directly tied to the balance of its accounts receivable, which was a central component of the 
+borrowing base calculation under this line.  Between May 31, 2008 and February 28, 2009, AMG 
+increased borrowing under its line of credit from $1,499,282 to $2,459,000. 
+12. The former chief financial officer used the additional borrowings in substantial part 
+to pay large, unauthorized personal expenses he charged to an AMG credit card.  Among other 
+things, he used the AMG credit card to remodel his house; to vacation in Florida, New Mexico and 
+France; to buy professional hockey season tickets; to join a country club; and to pay property taxes 
+on his home.  The former chief financial officer also used funds drawn from the line of credit to 
+pay for an interest in an executive jet service, which he used for extensive personal travel.  In total, 
+the former chief financial officer spent $688,352 of AMG’s funds for unauthorized personal 
+expenses.   
+3
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+Respondent’s Unreasonable Conduct 
+13. While auditing and reviewing AMG’s financial statements for the fiscal year ended 
+November 30, 2005 through the fiscal quarter ended February 28, 2009, Respondent repeatedly 
+failed to perform in accordance with applicable professional standards.  First, Respondent did not 
+possess adequate technical training or proficiency as an auditor. See PCAOB Standards and 
+Related Rules, AU § 210. Before Respondent audited AMG’s November 30, 2005 financial 
+statements, she had no auditing experience.  On that and subsequent audits of AMG’s financial 
+statements, Respondent was the only auditor on the engagement but failed adequately to maintain 
+and update her technical training and to acquire relevant audit experience.   
+14. Respondent failed to adequately plan the audits, obtain an understanding of internal 
+controls, and develop audit procedures responsive to identified risks.  See PCAOB Standards and 
+Related Rules, AU §§ 311 and 319. Among other things, Respondent did not understand AMG’s 
+system of internal controls or competently identify audit risks.  For instance, with respect to her 
+audit of AMG’s November 30, 2008 financial statements, Respondent did not consider accounts 
+receivable to be an area of heightened audit risk even though receivables had increased 75% from 
+2007 to 2008, represented 44% of total assets, and were central to the company’s borrowings under 
+its line of credit, which had increased by 77% compared to the previous year.  Respondent also 
+followed a generic audit program, purchased off the internet, but failed to adjust audit procedures 
+to account for risks or circumstances unique to AMG.   
+15. Respondent also failed to exercise professional skepticism or obtain sufficient 
+competent evidential matter with respect to the company’s large, unusual quarter end sales.  See 
+PCAOB Standards and Related Rules, AU §§ 230.07 and 326. She merely relied on the former 
+accounting manager’s verbal representations that he had been too busy to invoice customers before 
+then. This explanation, however, was inconsistent with the receivables aging report in her audit 
+work papers, which showed small invoices prepared daily for these customers throughout the 
+quarter. 
+16. In addition, Respondent failed to perform confirmation procedures in accordance 
+with PCAOB Standards and Rules AU § 330. Among other things, she improperly allowed AMG 
+management to control her confirmation of accounts receivable.  See PCAOB Standards and Rules 
+AU § 330.28. Respondent gave the former chief financial officer and former accounting manager 
+blank confirmations to send to AMG’s largest customers, and relied on them to mail the 
+confirmations to customers.  Accordingly, Respondent did not know that confirmations were not 
+mailed to AMG’s two largest customers or that the confirmation responses she ostensibly received 
+from these customers had been falsified by someone at AMG.  
+17.  Respondent also failed to evaluate exceptions noted on confirmation responses in 
+connection with her audit of the November 30, 2008 financial statements.  For instance, 
+Respondent accepted the former accounting manager’s verbal explanation of a $323,000 exception 
+noted on a returned confirmation without performing any other procedures.  Respondent should 
+have performed additional procedures with respect to this confirmation to obtain the evidence 
+necessary to reduce audit risk to an acceptably low level.  Obtaining representations from 
+4
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+ 
+management is not a substitute for obtaining competent evidence, and an auditor may not accept 
+less than persuasive evidence merely because she believes management is honest.    See PCAOB 
+Standards and Rules AU §§ 333.02, 230.09. 
+18. Respondent did not otherwise competently test sales or receivables.  For example, 
+although Respondent examined certain invoices to determine if the year-end sales cutoff was 
+accurate, she relied on the former accounting manager to select the invoices. She did not examine 
+AMG’s sales journal to select her own sample of invoices, although her audit program called for 
+her to do so, and she only skimmed the receivables aging report in her work papers without 
+noticing details.  Had Respondent examined the sales journal and aging report to select her own 
+sample, she would have noted the large quarter end sales and discovered the false invoices, with 
+their vague descriptions and lack of supporting documentation. 
+19. Similarly, Respondent’s audit program called for her to complete certain steps to 
+test collectability of receivables, including the examination of credit memos.  Respondent 
+examined certain credit memos, but relied on the former accounting manager to select them.  Had 
+Respondent examined the sales journal to select a sample of credit memos, she would have 
+discovered the large credit memos that reversed the false invoices.   
+20. Respondent also failed to properly consider the risk of misstatements due to fraud 
+in AMG’s November 30, 2008 financial statements, as required by PCAOB Standards and Rules 
+AU § 316. Respondent’s work papers from this engagement do not indicate that she did anything 
+to assess the risks of fraud other than ask the former chief financial officer, former accounting 
+manager and an accounting clerk whether they knew of any fraud.  She did not otherwise consider 
+or assess any fraud risk factors including, for example, the recurrence of unusually large quarter 
+end sales; the rapid growth of AMG’s accounts receivable during 2008, which outpaced sales 
+growth; the company’s liquidity position and increased borrowings under the line of credit, which 
+were linked to its accounts receivable balance; and the potential for management override given the 
+extremely small size of AMG’s accounting staff.  See PCAOB Standards and Rules AU §§ 316.08, 
+316.19 and 316.57.  
+21. Finally, Respondent failed to conduct her quarterly reviews in accordance with 
+professional standards. PCAOB Standards and Rules AU § 722 establishes standards and 
+provides guidance on the nature, timing, and extent of the procedures to be performed by an 
+independent accountant when conducting a review of interim financial information.  A review of 
+interim financial information consists principally of performing analytical procedures and 
+making inquires of persons responsible for accounting and financial matters.  A review includes 
+obtaining sufficient knowledge of an entity’s business and its internal controls as it relates to the 
+preparation of both annual and interim financial information to identify types of material 
+misstatements and consider the likelihood of their occurrence. The specific inquiries made and 
+analytical procedures performed in conducting a review should be influenced by the auditor’s 
+knowledge of the entity's business and internal control environment.  See PCAOB Standards and 
+Rules AU § 722.15. 
+22. Procedures that an accountant should perform when conducting a review of 
+interim financial statements are enumerated in PCAOB Standards and Rules AU § 722.18. 
+5
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+Although Respondent performed some of the required analytical procedures and some of the 
+required inquiries, she failed to inquire about many significant transactions recognized at the end 
+of interim periods or about significant journal entries and other adjustments.  Additionally, for 
+the inquiries Respondent made, she failed to consider the reasonableness and consistency of 
+management’s responses to her inquiries in light of the results of other review procedures and 
+her knowledge of AMG’s business and its internal control.   See PCAOB Standards and Rules 
+AU § 722.17. For instance, AMG’s receivables aging report for the fiscal quarters ended May 
+31, 2008, August 31, 2008 and February 28, 2009, which Respondent by her own account only 
+“skimmed,” reflected large and unusual quarter end sales.  Respondent did not inquire about or 
+perform other procedures with respect to most of these transactions.  As for the few about which 
+she did inquire, she simply accepted the former accounting manager’s explanation that he had 
+been too busy to invoice the customers before quarter end and had merely aggregated smaller 
+invoices into one. This explanation was incons istent with other information in Respondent’s 
+work papers, such as the receivables aging report, which reflected that the former accounting 
+manager issued small invoices to customers on a daily basis throughout the quarter.  Similarly, 
+AMG’s general ledgers for the fiscal quarters ended May 31, 2008, August 31, 2008 and 
+February 28, 2009, reflected large quarter end sales that increased sales and accounts receivable, 
+followed by corresponding credits recorded immediately after quarter end that reversed these 
+sales and accounts receivable. These sales and credits were conspicuous in both amount and 
+grouping. Respondent, however, di d not review AMG’s general ledger.  Had she done so, she 
+would have seen these suspicious transactions and extended her interim review procedures, in 
+accordance with PCAOB Standards and Rules AU § 722.22. 
+Violations 
+Rule 102(e)(1)(ii) of the Commission’s Rules of Practice provide that the Commission may 
+temporarily or permanently deny an accountant the privilege of appearing or practicing before it if 
+it finds, after notice and opportunity for hearing, that the accountant engaged in “improper 
+professional conduct.” In relevant part, Rule 102(e)(1)(iv) define “improper professional conduct” 
+to include “[r]epeated instances of unreasonable conduct, each resulting in a violation of applicable 
+professional standards, which indicate a lack of competence to practice before the Commission.” 
+Findings 
+Based on the foregoing, the Commission finds that Respondent engaged in improper 
+professional conduct pursuant to Rule 102(e)(1)(ii) of the Commission’s Rules of Practice. 
+6
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+   
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+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanction 
+agreed to in Respondent’s Offer.  Accordingly, it is hereby ORDERED, effective immediately, that 
+Respondent is denied the privilege of appearing or practicing before the Commission as an 
+accountant. 
+ By the Commission.
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+7
+ 
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21578 / June 28, 2010  Accounting and Auditing Enforcement Release No. 3147 / June 28, 2010  Securities and Exchange Commission v. Technip, Case No. 4:10-cv-02289, S.D. Tex. (Houston)   SEC Charges Technip with Foreign Bribery and Related Accounting Violations ¢€" Technip to Pay $98 Million in Disgorgement and Prejudgment Interest; Company Also to Pay a Criminal Penalty of $240 Million   The Securities and Exchange Commission today announced a settlement with Technip for multiple violations of the Foreign Corrupt Practices Act (FCPA). The SEC alleged that Technip, a global engineering, construction and services company based in Paris, France, was part of a four-company joint venture that bribed Nigerian government officials over a 10-year period in order to win construction contracts in Nigeria worth more than $6 billion. The SEC also charged that Technip engaged in books and records and internal controls violations related to the bribery.  As part of the settlement, Technip will pay $98 million in disgorgement and prejudgment interest. The company will also pay an additional $240 million penalty in separate criminal proceedings announced today by the U.S. Department of Justice. Previously, one of Technip's joint venture partners, KBR, Inc., and its former parent Halliburton Co., settled to similar charges. Together with Technip's payment, the combined sanctions of $917 million represent the largest combined settlements ever paid to date to the U.S. resulting from an FCPA violation. Technip's American Depository Shares traded on the New York Stock Exchange from August 2001 to November 2007.  According to the SEC's complaint, between at least 1995 and 2004, senior executives at Technip and other members of TSKJ, a four-company joint venture that includes KBR, Inc., devised and implemented a scheme to bribe Nigerian government officials to obtain multi-billion dollar contracts to build liquefied natural gas (LNG) production facilities. The complaint alleges that from the inception of the joint venture, Technip and the other joint venture partners paid bribes to assist in obtaining the LNG contracts. The joint venture partners formed a "cultural committee," comprised of senior sales executives at each company, to consider how to carry out the bribery scheme. To conceal the illicit payments, the joint venture entered into sham contracts with a shell company controlled by a U.K. solicitor and a Japanese trading company as conduits for the bribes. Total payments to the two agents exceeded $180 million.  The SEC's complaint also alleges that Technip's internal controls failed to detect or prevent the bribery, and that the company's records were falsified as a result of the bribery scheme. After Technip became a U.S. issuer in August 2001, it became subject to the FCPA, including the FCPA's prohibitions on the payment of anything of value to foreign government officials in order to obtain or retain business. The complaint alleges that although Technip was aware of these prohibitions, it did not implement adequate controls to ensure compliance with the FCPA. Instead, its due diligence was a "perfunctory exercise" conducted so that Technip would have some documentation in its files.  Without admitting or denying the SEC's allegations, Technip has consented to the entry of a court order permanently enjoining it from violating Sections 30A, 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, and ordering Technip to disgorge $98 million in ill-gotten profits derived from the scheme and prejudgment interest. The proposed settlement is subject to court approval.  In the related criminal proceeding announced today, the U.S. Department of Justice filed a criminal action against Technip, charging one count of conspiring to violate the FCPA and one count of violating the anti-bribery provisions of the FCPA. Technip has entered into a deferred prosecution agreement with the DOJ and agreed to pay a criminal penalty of $240 million.  The Commission acknowledges the assistance of the U.S. Department of Justice, Fraud Section; the Federal Bureau of Investigation; and foreign authorities in Europe, Asia, Africa and the Americas. The SEC's investigation is continuing.   Prior Related Press Releases:   SEC Charges KBR and Halliburton for FCPA Violations  http://sec.gov/news/press/2009/2009-23.htm   SEC Charges Former CEO of Kellogg, Brown & Root, Inc. With Foreign Bribery  http://sec.gov/news/press/2008/2008-189.htm  								
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diff --git a/raw/aaer/2010/AAER-3148.txt b/raw/aaer/2010/AAER-3148.txt
new file mode 100644
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+ 
+ 
+ 
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+                                                 
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+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62401 / June 29, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3148 / June 29, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13952 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING 
+: ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+STEPHEN HOZIE, : 102(e) OF THE COMMISSION’S RULES  
+: OF PRACTICE, MAKING FINDINGS, 
+ Respondent. : AND IMPOSING REMEDIAL       
+: SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Stephen 
+Hozie (“Respondent” or “Hozie”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+  
+ 
+ 
+ 
+   
+ 
+  
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Hozie, age 51, passed the Uniform CPA exam in Illinois, but has never been 
+licensed as a CPA in any state. He served as an executive vice president and the chief financial 
+officer of American Home Mortgage from March 2002 until June 2008. 
+2. American Home Mortgage Investment Corp. (“AHM” or “the Company”) 
+is a Maryland corporation headquartered in Melville, New York.  In 2006, AHM was one of the 
+nation’s largest home mortgage lenders.  AHM’s common and preferred stock was registered with 
+the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange 
+Act”). However, the NYSE filed Forms 25 delisting and deregistering AHM’s securities from 
+Section 12(b) of the Exchange Act as of September 17, 2007.  Upon delisting, AHM’s common 
+stock was deemed registered pursuant to Section 12(g) of the Exchange Act based on its 537 
+common stock holders of record (as reported in AHM’s 2006 Form 10-K) and the fact that its total 
+assets for 2004, 2005 and 2006 exceeded $10 million.  Through the first quarter of 2007, AHM 
+filed periodic reports, including Forms 10-K and 10-Q, with the Commission pursuant to Section 
+13(a) of the Exchange Act and related rules thereunder.  Since May 10, 2007, the Company has not 
+filed any required periodic reports.  On August 6, 2007, AHM and its direct and indirect 
+subsidiaries filed for bankruptcy protection.  The Bankruptcy Court confirmed AHM’s liquidating 
+bankruptcy plan on February 23, 2009. Thus, the Company will ultimately cease to exist.  
+3. On April 28, 2009 the Commission filed a complaint against Hozie in SEC 
+v. Strauss, et al. (09 Civ. 4150) (S.D.N.Y.).  Hozie consented to a settlement of this matter.  On 
+June 7, 2010, the court entered an order permanently restraining and enjoining Hozie from direct or 
+indirect violations of Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(b)(5) of 
+the Securities Exchange Act and Rules 10b-5, 13a-14, 13b2-1 and 13b2-2 thereunder and from 
+aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act 
+and Rules 12b-20, 13a-11 and 13a-13 thereunder.  Hozie was also ordered to pay a $225,000 civil 
+money penalty and $1 of disgorgement. 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+ 
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+ 
+4. The Commission’s complaint alleged, among other things, that Hozie 
+fraudulently understated AHM’s first quarter 2007 loan loss reserves by tens of millions of dollars, 
+converting the Company’s loss into a fictional profit.  The complaint further alleges that Hozie 
+made misleading disclosures concerning the Company’s financial condition including 
+misrepresenting the Company’s liquidity and failing to adequately disclose the riskiness of the 
+mortgages American Home Mortgage originated and held.  The complaint further alleges that 
+Hozie misled American Home Mortgage’s auditor about the adequacy of the reserves, among other 
+violations. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Hozie’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Hozie is suspended from appearing or practicing before the Commission as an 
+accountant.   
+B. After five years from the date of this Order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he  
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+3
+ 
+ 
+      
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ (d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission as an accountant provided that his state CPA 
+license is current and he has resolved all other disciplinary issues with the applicable state 
+boards of accountancy.  The Commission will consider an application by Respondent to 
+resume appearing or practicing before the Commission as a preparer or reviewer, or a person 
+responsible for the preparation or review, of any public company’s financial statements that 
+are filed with the Commission provided that his state CPA license or certificate is current and 
+he has resolved all other disciplinary issues with the applicable state board of accountancy.  
+However, if state licensure is dependent on reinstatement by the Commission, the 
+Commission will consider an application on its other merits.  The Commission’s review may 
+include consideration of, in addition to the matters referenced above, any other matters 
+relating to Respondent’s character, integrity, professional conduct, or qualifications to appear 
+or practice before the Commission. 
+  By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+ 
+   
+   
+ 
+      
+             
+ 
+ 
+Service List 
+Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the  Order Instituting 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions ("Order"), on the Respondent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Maureen Peyton King, Esq.  
+New York Regional Office 
+Securities and Exchange Commission 
+Three World Financial Center, Room 400  
+New York, NY 10281 
+Mr. Stephen Hozie 
+c/o Larry Gerschwer, Esq. 
+Morrison & Foerster LLP 
+1290 Avenue of the Americas 
+New York, NY 10104-0050 
+Larry Gerschwer, Esq. 
+Morrison & Foerster LLP 
+1290 Avenue of the Americas 
+New York, NY 10104-0050 
+Counsel to Stephen Hozie 
+5
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3149.txt b/raw/aaer/2010/AAER-3149.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7d1315f17953129eed46bc7514b87c4a7008af67
--- /dev/null
+++ b/raw/aaer/2010/AAER-3149.txt
@@ -0,0 +1,1355 @@
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+              ENI, S.p.A. and Snamprogetti Netherlands, B.V.
+           
+     
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+      
+             
+        ENI, S.p.A. and Snamprogetti Netherlands, B.V.
+       
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+                        
+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21588 / July 7, 2010  Accounting and Auditing Enforcement Release No. 3149 / July 7, 2010  Securities and Exchange Commission v. ENI, S.p.A. and Snamprogetti Netherlands, B.V., Case No. 4:10-cv-02414, S.D. Tex. (Houston)  SEC Charges Snamprogetti Netherlands, B.V. with Foreign Bribery and Related Accounting Violations and ENI, S.p.A. with Books and Records and Internal Controls Violations ¢€" ENI and Snamprogetti to Pay Jointly $125 Million in Disgorgement; Snamprogetti Also to Pay a Criminal Penalty of $240 Million  The Securities and Exchange Commission today charged Italian company ENI, S.p.A. and its former Dutch subsidiary Snamprogetti Netherlands B.V. with multiple violations of the Foreign Corrupt Practices Act (FCPA) in a bribery scheme that included deliveries of cash-filled briefcases and vehicles to Nigerian government officials to win construction contracts.  Snamprogetti and ENI will jointly pay $125 million to settle the SEC's charges, and Snamprogetti will pay an additional $240 million penalty to settle separate criminal proceedings announced today by the U.S. Department of Justice.  ENI and Snamprogetti are the latest to be charged in the decade-long Nigerian bribery scheme conducted by a joint venture of companies that also included  Technip  and  KBR, Inc. , both named in previous SEC enforcement actions. Technip, KBR and its former parent Halliburton Company paid a combined $917 million to settle FCPA charges. The $365 million to be paid by ENI and Snamprogetti brings the total sanctions against the companies involved in the scheme to more than $1.28 billion.  According to the SEC's complaint against ENI and Snamprogetti, filed today in federal district court in Houston, senior executives at Snamprogetti and the other joint venture companies authorized the hiring of two agents, a U.K. solicitor and a Japanese trading company, through which more than $180 million in bribes were funneled to Nigerian government officials to obtain several contracts to build liquefied natural gas (LNG) facilities on Bonny Island, Nigeria. The Nigerian government exercised majority control over the company that awarded the contracts ¢€" Nigeria LNG Ltd.  The SEC's complaint alleges that senior sales executives at the joint venture companies formed a "cultural committee" to consider how to implement and hide the bribery scheme through sham consulting and services contracts with subcontractors or vendors. After Nigeria LNG awarded the joint venture companies a $2.2 billion LNG-related construction contract in December 1995, the companies sent a total of $60 million to the U.K. agent's Swiss bank account over the next 52 months. The U.K. agent transferred the money to accounts owned or controlled by high-ranking Nigerian government officials.  The SEC alleges that following a change in Nigerian government in 1999, representatives from the joint venture companies traveled to Nigeria to meet a high-ranking government official to continue the scheme. The official confirmed that the U.K. agent was the correct intermediary, and also appointed his own representative to negotiate the bribe amount. A senior officer from Snamprogetti and others from the joint venture met with the Nigerian official's representative in London and negotiated an amount of $32.5 million to be delivered through the U.K. agent. Days after the London meeting, Nigeria LNG awarded a contract to the joint venture companies for $1.2 billion.  The SEC alleges that in 2002 and 2003, the U.K. agent used a subcontractor on the Nigeria LNG project to transfer millions of dollars to a Nigerian government official for the benefit of a Nigerian political party. The subcontractor personally hand-delivered U.S. cash in briefcases to the Nigerian official in a hotel room in Abuja, Nigeria. The subcontractor also delivered the bribes to the Nigerian official in local Nigerian currency, the Naira. In these instances, because the Naira was too bulky to deliver by hand, the subcontractor loaded the cash into vehicles that were delivered to the Nigerian official.  The SEC's complaint also alleges that ENI failed to ensure that its former subsidiary, Snamprogetti, complied with ENI's internal controls concerning the use of agents, and that the books and records of both companies were falsified as a result of the bribery scheme. After ENI became a U.S. issuer in 1995, it became subject to the FCPA, including the requirement to create and maintain adequate internal controls.  Without admitting or denying the SEC's allegations, Snamprogetti has consented to the entry of a court order permanently enjoining it from violating the anti-bribery and recordkeeping and internal controls provisions in Sections 30A and 13(b)(5) of the Securities Exchange Act of 1934 and Rule 13b2-1, and ENI has consented to the entry of a court order permanently enjoining it from violating the recordkeeping and internal controls provisions in Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. Snamprogetti and ENI also consented to the entry of court orders that require them, jointly and severally, to pay $125 million in disgorgement. The proposed settlements are subject to court approval.  In the related criminal proceeding announced today, the U.S. Department of Justice filed a criminal action against Snamprogetti, charging one count of conspiring to violate the FCPA and one count of aiding and abetting violations of the anti-bribery provisions of the FCPA. Snamprogetti has entered into a deferred prosecution agreement with the DOJ and agreed to pay a criminal penalty of $240 million.  The SEC acknowledges the assistance of the U.S. Department of Justice, Fraud Section; the Federal Bureau of Investigation; and foreign authorities in Europe, Asia, Africa and the Americas.  Prior Related Press Releases:  SEC Charges Technip with FCPA Violations  http://sec.gov/news/press/2010/2010-110.htm   SEC Charges KBR and Halliburton for FCPA Violations  http://sec.gov/news/press/2009/2009-23.htm   SEC Charges Former CEO of Kellogg, Brown & Root, Inc. With Foreign Bribery  http://sec.gov/news/press/2008/2008-189.htm  								
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diff --git a/raw/aaer/2010/AAER-3150.pdf b/raw/aaer/2010/AAER-3150.pdf
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+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES ACT OF 1933 
+Release No. 9127 / July 8, 2010 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62474 / July 8, 2010 
+ 
+INVESTMENT ADVISERS ACT OF 1940 
+Release No. 3051 / July 8, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3151 / July 8, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No.  3-13962 
+ 
+In the Matter of 
+ 
+Ephraim Fields   
+ 
+Respondent. 
+ 
+ 
+ 
+ 
+ORDER INSTITUTING ADMINISTRATIVE 
+AND CEASE-AND-DESIST PROCEEDINGS, 
+PURSUANT TO SECTION 8A OF THE 
+SECURITIES ACT OF 1933, SECTION 21C 
+OF THE SECURITIES EXCHANGE ACT OF 
+1934, AND SECTION 203(f) OF THE 
+INVESTMENT ADVISERS ACT OF 1940, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS AND A CEASE-
+AND-DESIST ORDER  
+   
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
+instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), Section 21C of 
+the Securities Exchange Act of 1934 (“Exchange Act”), and Section 203(f) of the Investment 
+Advisers Act of 1940 (“Advisers Act”) against Ephraim Fields (“Respondent” or “Fields”).   
+ 
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+ 2
+proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
+Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 
+1933, Section 21C of the Securities Exchange Act of 1934, and Section 203(f) of the Investment 
+Advisers Act of 1940,  Making Findings, and Imposing Remedial Sanctions and a Cease-and-
+Desist Order (“Order”), as set forth below.   
+ 
+III. 
+ 
+ On the basis of this Order and Res pondent’s Offer, the Commission finds
+1 that  
+ 
+Respondent 
+ 
+ 1. Fields,  age 43, resides in New York, New York.  During the relevant period, 
+he was the owner and manager of a registered investment adviser, Clarus Capital Management, 
+LLC (“Clarus Management”).  Fields was also the general partner of Clarus Capital, LLC 
+(“Clarus”), an unregistered hedge fund.  
+   
+Other Relevant Entities
+ 
+ 
+ 2. Clarus Management, during the releva nt period, was a registered investment 
+adviser based in New York, New York.  It served as an adviser to Clarus.  On December 23, 2008, 
+Clarus Management submitted its Form ADV-W Notice of Withdrawal From Registration as an 
+Investment Adviser, which was approved, and it ceased conducting advisory business. 
+ 
+ 3. Hawk Corporation (“Hawk”), a De laware corporation headquartered in 
+Cleveland, Ohio, is a supplier of products used in industrial, agricultural, performance, and 
+aerospace applications.  Its common stock is registered with the Commission pursuant to Section 
+12(b) of the Exchange Act and is traded on the American Stock Exchange under the symbol HWK. 
+ 
+Background
+ 
+ 
+ 4. This case involves marking the closing price of Hawk’s stock to delay the 
+requirement that it comply with the internal control provisions promulgated under Section 404 of 
+the Sarbanes-Oxley Act of 2002 (“SOX 404”) in Rule 13a-15 under the Exchange Act.   
+ 
+ 5. SOX 404 requires management and auditors of public companies to 
+annually assess and report on the design and effectiveness of the company’s internal control over 
+financial reporting.  After the enactment of SOX 404, the Commission issued a number of 
+extensions for non-accelerated filers, including those issuers with worldwide market values of 
+                                                 
+1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding 
+on any other person or entity in this or any other proceeding.  
+ 
+ 
+ 3
+the voting and non-voting common equity held by their non-affiliates of less than $75 million.  A 
+September 22, 2005 extension provided that non-accelerated filers did not have to comply with 
+the SOX 404 requirements until their first fiscal year ending on or after July 15, 2007.   
+ 
+           6. Under the September 22, 2005 extension, Hawk could avoid compliance 
+with SOX 404 for its fiscal year ending December 31, 2006, if Hawk’s worldwide market value 
+of the voting and non-voting common equity held by its non-affiliates was less than $75 million 
+on the last day of the second quarter of 2006 - June 30, 2006.  If Hawk stayed below the $75 
+million threshold, it would remain a non-accelerated filer and have until the end of 2007 to 
+comply with SOX 404.  The closing price of Hawk’s stock on June 30, 2006 would be used to 
+determine the market value of the voting and non-voting common equity held by Hawk’s non-
+affiliate shareholders.  On June 30, 2006, the closing price that would have triggered Hawk’s 
+obligation to comply with SOX 404 for its fiscal year ended December 31, 2006 was $12.30 (the 
+“trigger price”).   
+ 
+            7. On June  30, 2006, one of Hawk’s Corporate Executives called Fields.  In 
+that call, the Corporate Executive stated that if Hawk’s stock closed below the trigger price that 
+day, Hawk could avoid compliance with SOX 404 by year-end.  Based on the call, Fields believed 
+the Corporate Executive wanted him to make sure that Hawk’s stock closed below the trigger 
+price. 
+ 
+            8. Shortly after the call with the Corporate Executive, Fields submitted eight 
+limit day orders on behalf of Clarus to sell a total of 40,000 shares of Hawk at $12.29.  This trading 
+position was unusually large in light of the fact that the average daily trading volume for Hawk in 
+the second quarter was 11,371 shares a day.  Fields placed these orders to artificially cap the 
+closing price of Hawk shares below the $12.30 per share trigger price in order to allow Hawk to 
+avoid compliance with SOX 404.   
+ 
+             9. Only 40 0 of the 40,000 shares sold before the end of the day on June 30, 
+2006.  The sale of these 400 shares was reported as the last trade of that day.  The outstanding offer 
+to sell the remaining 39,600 shares at $12.29 was the prevailing offer to sell at the close of trading. 
+As a result, Hawk’s stock price was capped that day at $12.29.  At the end of the day on June 30, 
+2006, the remainder of these limit day orders expired.     
+ 
+  10. As a result of the conduct described above, Fields willfully violated Section 
+17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. 
+ 
+ 
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanctions agreed to in Respondent Fields’s Offer. 
+ 
+ 4
+ Accordingly, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange 
+Act, and Section 203(f) of the Advisers Act, it is hereby ORDERED that: 
+ 
+ A. Respondent Fields cease  and desist from committing or causing any violations and 
+any future violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and 
+Rule 10b-5 thereunder.   
+ 
+B. Respondent Fields is censured.   
+  
+C. Respondent Fields shall, within 30 days of the entry of this Order, pay a civil 
+money penalty in the amount of $50,000 to the United States Treasury.  If timely payment is not 
+made, additional interest shall accrue pursuant to 31 U.S.C. 3717.  Such payment shall be: (A) 
+made by United States postal money order, certified check, bank cashier's check or bank money 
+order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or 
+mailed to the Office of Financial Management, Securities and Exchange Commission, Operations 
+Center, 6432 General Green Way, Stop 0-3, Alexandria, VA 22312; and (D) submitted under cover 
+letter that identifies Ephraim Fields as a Respondent in these proceedings, the file number of these 
+proceedings, a copy of which cover letter and money order or check shall be sent to Timothy L. 
+Warren, Division of Enforcement, Securities and Exchange Commission, 175 W. Jackson Blvd., 
+Chicago, IL 60604. 
+ 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 5
+Service List 
+ 
+ Rule 141 of the Commission's Ru les of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+and Cease-And-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Section 
+21C of the Securities Exchange Act of 1934, and Section 203(f) of the Investment Advisers Act of 
+1940, Making Findings, and Imposing Remedial Sanctions and a Cease-And-Desist Order 
+("Order"), on the Respondent and his legal agent. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray    
+Chief Administrative Law Judge   
+Securities and Exchange Commission  
+100 F Street, N.E.  
+Washington, DC 20549-2557     
+     
+Nicole Meinertzhagen, Esq.     
+Chicago Regional Office    
+Securities and Exchange Commission   
+175 W. Jackson Blvd, 9
+th Floor  
+Chicago, IL 60604  
+      
+Mr. Ephraim Fields    
+c/o Mark Schonfeld, Esq. 
+Gibson, Dunn & Crutcher LLP  
+200 Park Avenue, 47th Floor  
+New York, NY 10166-0193    
+    
+Mark Schonfeld, Esq. 
+Gibson, Dunn & Crutcher LLP  
+200 Park Avenue, 47th Floor  
+New York, NY 10166 -0193            
+(Counsel for Ephraim Fields) 
+ 
+ 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3152.pdf b/raw/aaer/2010/AAER-3152.pdf
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@@ -0,0 +1,151 @@
+ 
+ 
+ 
+ 
+ 
+  
+ 
+  
+ 
+ 
+ 
+ 
+ 
+______________________________ 
+  
+  
+ 
+    
+ 
+ 
+  
+ 
+  
+ 
+  
+ 
+ 
+                         
+        
+ 
+ 
+UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62486 / July 13, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3152 / July 13, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13964 
+: 
+In the Matter of  :
+ : ORDER OF FORTHWITH SUSPENSION 
+MATTHEW C. GLESS, : PURSUANT TO RULE 102(e)(2) OF THE 
+: COMMISSION’S RULES OF PRACTICE  
+Respondent.  : 
+______________________________: 
+I. 
+The Securities and Exchange Commission deems it appropriate to issue an order of 
+forthwith suspension of Matthew C. Gless (“Gless”) pursuant to Rule 102(e)(2) of the 
+Commission=s Rules of Practice [17 C.F.R. ' 200.102(e)(2)].
+1 
+II. 
+The Commission finds that:  
+1. Gless, age 44, is a resident of Long Beach, California.  Gless was employed at 
+Peregrine Systems, Inc. (“Peregrine”) from 1996 until 2002.  From 1996 until 1999, he was 
+Peregrine’s Controller. In 1999 he was promoted to Chief Accounting Officer and, in 2000, he 
+was promoted to Chief Financial Officer and joined the Board of Directors. 
+Rule 102(e)(2) provides in pertinent part: AAny ... person who has been convicted of a felony or a 
+misdemeanor involving moral turpitude shall be forthwith suspended from appearing or practicing before the 
+Commission.” 
+1 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+2. On April 3, 2009, an amended judgment of conviction was entered against Gless 
+in United States v. Matthew C. Gless, No. 03CR1090-W, in the United States District Court for 
+the Southern District of California, finding him guilty of one count of conspiracy and one count 
+of securities fraud in connection with a fraud that took place at Peregrine. 
+3. As a result of this conviction, Gless was sentenced to 63 months imprisonment in 
+a federal penitentiary and ordered to pay restitution in the amount of $2,088, 812. 
+III. 
+In view of the foregoing, the Commission finds that Gless has been convicted of a felony 
+within the meaning of Rule 102(e)(2) of the Commission’s Rules of Practice. 
+Accordingly, it is ORDERED, that Gless is forthwith suspended from appearing or 
+practicing before the Commission pursuant to Rule 102(e)(2) of the Commission=s Rules of 
+Practice. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+2
+ 
+ 
+ 
+  
+ 
+ 
+ 
+   
+  
+ 
+ 
+ 
+   
+  
+ 
+ 
+    
+   
+ 
+       
+            
+ 
+ 
+ 
+ 
+ 
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the 
+Secretary, or another duly authorized officer of the Commission, shall serve a 
+copy of the Order of Forthwith Suspension Pursuant to Rule 102(e)(2) of the 
+Commission’s Rules of Practice ("Order"), on the Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other 
+persons entitled to notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Erica Williams, Esq. 
+Securities and Exchange Commission 
+Division of Enforcement 
+100 F Street, N.E. 
+Washington, DC 20549-4010 
+Mr. Matthew C. Gless 
+c/o Caroline L. Olson, Esq. 
+Vance & Blair, LLP 
+853 Camino Del Mar 
+Suite 202 
+Del Mar, CA 92014 
+Caroline L. Olson, Esq. 
+Vance & Blair, LLP 
+853 Camino Del Mar 
+Suite 202 
+Del Mar, CA 92014 
+(Counsel for Matthew C. Gless) 
+3
+ 
\ No newline at end of file
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+ 
+ 
+UNITED STATES OF AMERICA
+ 
+before the
+ 
+SECURITIES AND EXCHANGE COMMISSION
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Rel. No. 62499 / July 14, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Rel. No. 3153 / July 14, 2010 
+Admin. Proc. File No. 3-13935 
+In the Matter of 
+ORDER 
+L. REX ANDERSEN, CPA 
+On June 10, 2010, we issued an order instituting proceedings ("OIP") against L. Rex 
+Andersen, a certified public accountant, pursuant to Commission Rule of Practice 102(e)(3), 1 that 
+temporarily suspended him from appearing or practicing before the Commission as an accountant. 2 
+1 Commission Rule of Practice 102(e)(3), 17 C.F.R. § 201.102(e)(3), provides in 
+pertinent part that: 
+(i) The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, temporarily suspend from appearing or practicing before it any . . . 
+accountant . . . who has been by name: 
+(A) Permanently enjoined by any court of competent jurisdiction, by reason of his or 
+her misconduct in an action brought by the Commission, from violating or aiding 
+and abetting the violation of any provision of the Federal securities laws or of the 
+rules and regulations thereunder; or 
+(B) Found by any court of competent jurisdiction in an action brought by the 
+Commission to which he or she is a party or found by the Commission in any 
+administrative proceeding to which he or she is a party to have violated (unless the 
+violation was found not to have been willful) or aided and abetted the violation of 
+any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+2 L. Rex Andersen, CPA , Securities Exchange Act Rel. No. 62262 (Jun. 10, 2010), 
+__ SEC Docket __. 
+  
+2
+ 
+On June 15, 2010, Andersen filed a petition, pursuant to Rule 102(e)(3)(ii), 3 challenging the 
+Commission action and requesting that the matter be set down for hearing. 
+I. 
+The proceedings were instituted based on Andersen's having been enjoined from violating 
+4Securities Exchange Act Section 10(b), Exchange Act Rule 10b-5  and Rule 2-02 of Regulation S­
+X,5  and from aiding and abetting violations of Exchange Act Section 13(a) 6  and Exchange Act Rules 
+12b-20 7  and 13a-1. 8   As part of the injunctive action, Andersen also was required to pay 
+disgorgement, prejudgment interest and a civil money penalty of $126,219. 9 
+According to the OIP, the Commission's complaint in the injunctive action alleged that 
+Andersen performed audits in 1999 and 2000, for Hardrock Mines, Inc. (later known as 
+Exotics.com, Inc.), which were not conducted in accordance with generally accepted auditing 
+standards and caused his auditing firm to issue audit reports falsely stating that the financial 
+statements were presented in conformity with generally accepted accounting principles.  These 
+reports, it was alleged, were incorporated into public filings made by Hardrock Mines.  The 
+injunctive complaint further alleged that Andersen had not acted as an independent auditor because 
+he himself had prepared most of the client's books and records and financial statements.  Moreover, 
+the complaint alleged, Andersen created the client's books and records in reliance on documents that 
+he knew, or was reckless in not knowing, were fraudulent. 
+II. 
+3 17 C.F.R. § 201.102(e)(3)(ii).  
+4 15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5 prohibit fraud in connection with 
+securities transactions. 
+5 17 C.F.R. § 210.2-02 sets out the requirements for accountants' audit reports and 
+attestation reports. 
+6 15 U.S.C. § 78m(a) sets out periodic filing and recordkeeping requirements for 
+issuers registered under the Exchange Act. 
+7 17 C.F.R. § 240.12b-20 mandates that, "[i]n addition to the information expressly 
+required to be included in a statement or report [required by the Commission], there shall be added 
+such further material information, if any, as may be necessary to make the required statements, in 
+the light of the circumstances under which they are made not misleading." 
+8 17 C.F.R. § 240.13a-1 establishes annual filing requirements for registered issuers. 
+9 SEC v. Exotics.com, Inc. , Civ. Act. No. 2:05-cv-00531-PMP-GWF (D. Nev. May 4, 
+2010).  
+ 
+3
+ 
+In issuing the OIP, we found that it was "appropriate and in the public interest that Andersen 
+be temporarily suspended from appearing or practicing before the Commission," based on the 
+injunctive order.  We stated that the temporary suspension would become permanent unless 
+Andersen filed a petition challenging it within thirty days of service of the order, pursuant to Rule of 
+Practice 102(e)(3)(ii).  We further advised that, pursuant to Rule of Practice 102(e)(3)(iii), upon 
+receipt of such a petition, we would either lift the temporary suspension, set the matter down for 
+hearing, or both. 
+In his petition, Andersen does not explicitly request that the temporary suspension be lifted. 
+His petition does, however, seem to challenge the factual basis for the injunctive order and, 
+implicitly, the temporary suspension.  For example, he asserts that "it cannot be shown that I had a 
+motive and opportunity to mislead nor has the SEC shown any specific instances of my intent to 
+mislead."  Anderson also states that he "was not aware of any public trading of the company stock 
+during the time of my service" and claims that "the Company attorney . . . assured [him] that the 
+documents [Andersen relied upon] were valid." 
+"Rule 102(e)(3) permits the Commission to suspend any accountant or other professional or 
+expert who has been permanently enjoined from violating or aiding and abetting the violation of the 
+Federal securities laws . . . ."
+10   Generally, a respondent in a "follow-on" proceeding is precluded 
+from challenging the basis for, or findings in, the underlying injunctive action. 11   At this stage, it 
+appears that the allegations made in the injunctive proceeding "justify the continuance of his 
+suspension until it can be determined what, if any, action may be appropriate to protect the 
+Commission's process."
+12   As provided in Rule 102(e)(3)(iii), therefore, we will set the matter down 
+for public hearing. 
+Accordingly, IT IS ORDERED that this proceeding be set down for public hearing before an 
+administrative law judge in accordance with Rule of Practice 110.  As specified in Rule of Practice 
+102(e)(3)(iii), the hearing in this matter shall be expedited in accordance with Rule of Practice 500; 
+it is further 
+ORDERED that the administrative law judge shall issue an initial decision no later than 210 
+days from the date of service of this Order; and it is further 
+10 Daniel S. Lezak , 57 S.E.C. 997, 1001 (2004). 
+11 Michael Batterman , 57 S.E.C. 1031, 1039 n.18 (2004); s ee also Lezak , 57 S.E.C. 
+at 1001 (holding that "[t]he findings of the Court, which [the petitioner] is precluded from contesting 
+in this proceeding, as well as the injunction issued against him justify the continuance of his 
+suspension until it can be determined what, if any, action may be appropriate to protect this 
+Commission's processes"). 
+12 William D. Shovers , Exchange Act Rel. No. 59874 (May 6, 2009), 95 SEC Docket 
+16512, 16515. 
+      
+4 
+ORDERED that the temporary suspension of L. Rex Andersen, entered on June 10, 2010, 
+remain in effect pending a hearing and decision in this matter. 
+By the Commission. 
+Elizabeth M. Murphy
+  Secretary 
\ No newline at end of file
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+              Trident Microsystems, Inc., Frank C. Lin, and Peter Y. Jen
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+        Trident Microsystems, Inc., Frank C. Lin, and Peter Y. Jen
+       
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21593 / July 16, 2010  Accounting and Auditing Enforcement Release No. 3154 / July 16, 2010   SEC v. Trident Microsystems, Inc., Frank C. Lin, and Peter Y. Jen , Civil Action No. 1:10-CV-01202 (JDB)(D.D.C.)  SEC CHARGES TRIDENT MICROSYSTEMS, INC. AND ITS FORMER CEO AND FORMER CAO WITH STOCK OPTIONS BACKDATING  The Securities and Exchange Commission today filed a civil action against Trident Microsystems, Inc., a Santa Clara, California-based provider of integrated circuits, Trident's founder and former Chief Executive Officer, Frank C. Lin, and Trident's former Chief Accounting Officer, Peter Jen, alleging violations related to stock option backdating.  The Commission's complaint, filed in the United States District Court for the District of Columbia, alleges that from at least 1993 to May 2006, Trident, through the conduct of Lin and Jen, engaged in a fraudulent and deceptive scheme to provide undisclosed compensation to executives and other employees, concealing millions of dollars in expenses from the Company's shareholders. According to the complaint, Lin used, and directed others to use, hindsight to select for stock option grants dates that coincided with the dates of low closing prices for the Company's stock. Lin backdated stock option documentation to make it appear as if options had been granted on earlier dates, resulting in disguised "in-the-money" option grants to Company employees, officers, and on at least one occasion to directors. Among the alleged backdating practices, Trident backdated offer letters to newly hired employees and "parked" low-priced options under the names of certain employees which were later allocated to different employees in subsequent months when Trident's stock price increased. The complaint alleges that Jen was aware of some of the backdating practices during at least 1998 to 2006 and that he approved backdated grants to certain employees.  The complaint alleges that Lin and Jen signed and/or approved of the filing of annual and quarterly reports with the Commission that they knew, or were reckless in not knowing, failed to include compensation expenses associated with the "in-the-money" portions of the backdated grants. The reports falsely stated that Trident complied with stock option accounting rules and, in certain cases, stated that Trident granted options at the fair market value of the Company's stock on the date of grant. Lin and Jen also signed registration statements filed with the Commission that incorporated by reference these false and misleading periodic reports. The complaint also alleges that Lin and Jen reviewed and/or prepared proxy statements provided to shareholders that falsely reported stock option grant dates for executives and falsely stated that those stock options were granted at the market value of the Company's stock on the date of grant. Lin and Jen also filed beneficial ownership forms (Forms 4) with the Commission misrepresenting the purported grant dates of backdated stock options that they each received.  According to the complaint, in August 2007, Trident filed a restatement to record approximately $37 million of compensation expenses that the Company had failed to record over a thirteen-year period. As a result of Trident's failure to properly account for its stock option grants, Trident materially overstated its pre-tax income or understated its pre-tax losses, by as much as 113%, in each of the Company's fiscal years from 1993 through 2005, and through the third quarter of its 2006 fiscal year, according to the complaint.  Trident, Lin, and Jen agreed to settle the matter without admitting or denying the allegations of the Commission's complaint.  Trident consented to the entry of an order permanently enjoining it from violating Section 17(a) of the Securities Act of 1933 (Securities Act), Sections 10(b), 13(a), 13(b)(2)(A), 13 (b)(2)(B) and 14 (a) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-13 and 14a-9.  Lin consented to an order permanently enjoining him from violating Section 17(a) of the Securities Act, Sections 10(b), 13(b)(5), 14(a), and 16(a) of the Exchange Act, and Exchange Act Rules 10b-5, 13a-14, 13b2-1, 13b2-2, 14a-9, and 16a-3; and from aiding and abetting violations of the Exchange Act's reporting, books and records, and internal controls provisions. Lin agreed to pay a $350,000 penalty and to be barred for five years from serving as an officer or director of any issuer that has a class of securities registered with the Commission or that is required to file reports with the Commission. Lin also agreed to disgorge the "in-the-money" benefit he received upon his exercise of backdated option grants, plus pre-judgment interest thereon, for total disgorgement of $817,509, which the Commission will deem satisfied upon Lin's payment of this amount to Trident.  Jen consented to an order permanently enjoining him from violating Section 17(a) of the Securities Act, Sections 10(b), 13(b)(5), and 16(a) of the Exchange Act, and Exchange Act Rules 10b-5, 13a-14, 13b2-1, 13b2-2, and 16a-3; and from aiding and abetting violations of Exchange Act's reporting, books and records, internal controls, and proxy solicitation provisions. Jen agreed to pay a $50,000 penalty and to be barred for five years from serving as an officer or director of a public company. Jen also agreed to disgorge the "in-the-money" benefit he received upon his exercise of backdated option grants, plus pre-judgment interest thereon, totaling $359,819. The Commission deems Jen's disgorgement satisfied based on Jen's prior payment of this amount to Trident.  These settlements are subject to the approval of the United States District Court for the District of Columbia. 								
+								 
+									             See Also:        SEC Complaint                   							  
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diff --git a/raw/aaer/2010/AAER-3155.pdf b/raw/aaer/2010/AAER-3155.pdf
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+______________________________ 
+       
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+UNITED STATES OF AMERICA 
+ Before the
+ 
+SECURITIES AND EXCHANGE COMMISSION
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62548 / July 22, 2010 
+INVESTMENT ADVISERS ACT OF 1940 
+Release No. 3055 / July 22, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3155 / July 22, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13973 
+:
+ : ORDER INSTITUTING 
+In the Matter of : ADMINISTRATIVE PROCEEDINGS 
+: PURSUANT TO RULE 102(e) OF THE 
+ANDREW D. PETROFSKY, CPA, : COMMISSION’S RULES OF PRACTICE 
+: AND SECTION 203(f) OF THE INVESTMENT 
+Respondent. : ADVISERS ACT OF 1940, MAKING
+ : FINDINGS, AND IMPOSING REMEDIAL
+ : SANCTIONS 
+______________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
+the public interest that public administrative proceedings be, and hereby are, instituted pursuant 
+to Rule 102(e)(2) of the Commission=s Rules of Practice [17 C.F.R. ' 200.102(e)(2)] and Section 
+203(f) of the Investment Advisers Act of 1940 (“Advisers Act”) against Andrew Petrofsky 
+(“Respondent” or “Petrofsky”).
+1 
+Rule 102(e)(2) provides in pertinent part: AAny ... person who has been convicted of a felony or a 
+misdemeanor involving moral turpitude shall be forthwith suspended from appearing or practicing before the 
+Commission.” 
+1 
+ 
+ 
+  
+  
+ 
+ 
+ 
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+ 
+  
+ 
+ 
+ 
+ 
+ 
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+ 
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+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the 
+findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 
+these proceedings, and the findings contained in Section III.5 below, which are admitted, 
+Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant 
+to Rule 102(e) of the Commission=s Rules of Practice and Section 203(f) of the Investment 
+Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (“Order”), as set 
+forth below. 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Petrofsky is a certified public accountant in Alabama. 
+2. From November 2003 until August 2008, Petrofsky was an investment 
+adviser representative employed by Professional Asset Strategies, LLC (“PAS”), an investment 
+adviser registered with the Commission and based in Birmingham, Alabama.  Petrofsky, 31 years 
+old, is a resident of Birmingham, Alabama. 
+3. On December 3, 2009, Petrofsky pled guilty to one count of wire fraud 
+and one count of forged security before the United States District Court for the Northern District 
+of Alabama in United States v. Andrew D. Petrofsky, Crim. Information No. 2:09-cr-00435-LSC-
+HGD. 
+4. The counts of the criminal information to which Petrofsky pled guilty 
+alleged, inter alia, that Petrofsky used his position at PAS to steal money from client accounts he 
+managed; that Petrofsky used unauthorized wire transfers and forged checks to steal money from 
+his clients; and that Petrofsky attempted to conceal his theft by redirecting client account 
+statements to his home, altering the statements to disguise withdrawals, and sending the altered 
+statements to clients. 
+5. On April 19, 2010, a judgment of conviction was entered against 
+Petrofsky in United States v. Andrew D. Petrofsky, No. 2:09-cr-00435-LSC-HGD, in the United 
+States District Court for the Northern District of Alabama, finding him guilty of one count of 
+wire fraud and one count of forged security. As a result of this conviction, Petrofsky was 
+sentenced to 44 months of imprisonment in a federal penitentiary, with three years of supervised 
+release to follow, and ordered to pay restitution in the amount of $876,651. 
+2
+ 
+ 
+ 
+  
+  
+ 
+ 
+  
+ 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+IV. 
+In view of the foregoing, the Commission finds that Petrofsky has been convicted of a 
+felony within the meaning of Rule 102(e)(2) of the Commission’s Rules of Practice and deems it 
+appropriate and in the public interest to impose the sanctions agreed to in Respondent 
+Petrofsky’s Offer. 
+Accordingly, it is hereby ORDERED: 
+A. that Petrofsky is forthwith suspended from appearing or practicing before the 
+Commission pursuant to Rule 102(e)(2) of the Commission’s Rules of Practice. 
+B. Pursuant to Section 203(f) of the Advisers Act, that Respondent Petrofsky be, and 
+hereby is barred from association with any investment adviser. 
+C. Any reapplication for association by the Respondent will be subject to the 
+applicable laws and regulations governing the reentry process, and reentry may be conditioned 
+upon a number of factors, including, but not limited to, the satisfaction of any or all of the 
+following: (a) any disgorgement ordered ag ainst the Respondent, whether or not the 
+Commission has fully or partially waived payment of such disgorgement; (b) any arbitration 
+award related to the conduct that served as the basis for the Commission order; (c) any self-
+regulatory organization arbitration award to a customer, whether or not related to the conduct 
+that served as the basis for the Commission order; and (d) any restitution order by a self-
+regulatory organization, whether or not related to the conduct that served as the basis for the 
+Commission order. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+3
+ 
+ 
+ 
+  
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+   
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+ 
+   
+  
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+    
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+   
+ 
+ 
+ 
+      
+   
+   
+   
+   
+             
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+  
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+ 
+ 
+ 
+ 
+ 
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+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice and 
+Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial 
+Sanctions ("Order") on the Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Mark A. Troszak, Esq. 
+Atlanta Regional Office 
+Securities and Exchange Commission  
+3475 Lenox Road, N.E. 
+Atlanta, GA 30326-1232 
+Mr. Andrew D. Petrofsky 
+c/o Thomas J. Spina, Esq. 
+1330 21
+st Way S. 
+Suite 200 
+Birmingham, AL 35205 
+Thomas J. Spina, Esq. 
+1330 21
+st Way S. 
+Suite 200 
+Birmingham, AL 35205 
+(Counsel for Andrew D. Petrofsky) 
+4
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3156.txt b/raw/aaer/2010/AAER-3156.txt
new file mode 100644
index 0000000000000000000000000000000000000000..d415c09a2b69f834103cb7610ad3c96fd15f890e
--- /dev/null
+++ b/raw/aaer/2010/AAER-3156.txt
@@ -0,0 +1,1370 @@
+
+
+ 
+ 
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+     
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+     SEC.gov | Dell Inc., Michael S. Dell, Kevin B. Rollins, James M. Schneider, Leslie L. Jackson, Nicholas A.R. Dunning 
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21599 / July 22, 2010  Accounting and Auditing Enforcement Release No. 3156 / July 22, 2010   Securities and Exchange Commission v. Dell Inc., Michael S. Dell, Kevin B. Rollins, James M. Schneider, Leslie L. Jackson, Nicholas A.R. Dunning , Civil Action No. 1:10-cv-01245 (D.D.C.)  SEC CHARGES DELL AND SENIOR EXECUTIVES WITH DISCLOSURE AND ACCOUNTING FRAUD  Company to Pay $100 Million Penalty, Michael Dell to Pay $4 Million Penalty  The Securities and Exchange Commission today charged Dell Inc. with failing to disclose material information to investors and using fraudulent accounting to make it falsely appear that the company was consistently meeting Wall Street earnings targets and reducing its operating expenses.  The SEC alleges that Dell did not disclose to investors large exclusivity payments the company received from Intel Corporation not to use central processing units (CPUs) manufactured by Intel's main rival.  It was these payments rather than the company's management and operations that allowed Dell to meet its earnings targets.  After Intel cut these payments, Dell again misled investors by not disclosing the true reason behind the company's decreased profitability.  The SEC charged Dell Chairman and CEO Michael Dell, former CEO Kevin Rollins, and former CFO James Schneider for their roles in the disclosure violations.  The SEC charged Schneider, former regional Vice President of Finance Nicholas Dunning, and former Assistant Controller Leslie Jackson for their roles in the improper accounting.  Dell Inc. agreed to pay a $100 million penalty to settle the SEC's charges.  Michael Dell and Rollins each agreed to pay a $4 million penalty, and Schneider agreed to pay $3 million, to settle the SEC's charges against them.  Dunning and Jackson also agreed to settle the SEC's charges.  The SEC's complaint, filed in federal district court in Washington, D.C., alleges that Dell Inc., Michael Dell, Rollins, and Schneider misrepresented the basis for the company's ability to consistently meet or exceed consensus analyst EPS estimates from fiscal year 2002 through fiscal year 2006.  Without the Intel payments, Dell would have missed the EPS consensus in every quarter during this period.                       For instance, in one internal 2004 email to Michael Dell in which Rollins argued that Dell should diversify its business toward higher margin server and other products, Rollins noted that Dell's reliance on Intel payments was a strategic "problem," stating that "for 3 qtrs now, Intel money has made the qtr.  A bad way to run the railroad."  Rollins subsequently forwarded the email to Schneider.  The SEC's complaint further alleges that Dell's most senior former accounting personnel, including Schneider, Dunning, and Jackson engaged in improper accounting by maintaining a series of "cookie jar" reserves that it used to cover shortfalls in operating results from FY 2002 to FY 2005.  Dell's fraudulent accounting made it appear that it was consistently meeting Wall Street earnings targets and reducing its operating expenses through the company's management and operations.   According to the SEC's complaint, Intel made exclusivity payments to Dell in order for Dell not to use CPUs manufactured by its rival ¢€" Advance Micro Devices, Inc. (AMD).  These exclusivity payments grew from 10 percent of Dell's operating income in FY 2003 to 38 percent in FY 2006, and peaked at 76 percent in the first quarter of FY 2007.  The SEC alleges that Dell Inc., Michael Dell, Rollins, and Schneider failed to disclose the basis for the company's sharp drop in its operating results in its second quarter of fiscal 2007 as Intel cut its payments after Dell announced its intention to begin using AMD CPUs.  In dollar terms, the reduction in Intel exclusivity payments was equivalent to 75 percent of the decline in Dell's operating income.  Michael Dell, Rollins, and Schneider had been warned in the past that Intel would cut its funding if Dell added AMD as a vendor.  Nevertheless, in Dell's second quarter FY 2007 earnings call, they told investors that the sharp drop in the company's operating results was attributable to Dell pricing too aggressively in the face of slowing demand and to component costs declining less than expected.     The SEC's complaint further alleges that the reserve manipulations allowed Dell to materially misstate its earnings and its operating expenses as a percentage of revenue ¢€" an important financial metric that the Company itself highlighted ¢€" for over three years.  The manipulations also enabled Dell to misstate materially the trend and amount of operating income of its EMEA segment, an important business unit that Dell also highlighted, from the third quarter of FY 2003 through the first quarter of FY 2005.  Without admitting or denying the SEC's allegations, Dell Inc. consented to the entry of an order that permanently restrains and enjoins it from violation of Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, and 13a-13.  Dell Inc. also agreed to enhance its Disclosure Review Committee and disclosure processes, including the retention of an independent consultant to recommend improvements to those processes and enhance training regarding the disclosure requirements of the federal securities laws.   Michael Dell and Rollins consented to settle the SEC's disclosure charges, without admitting or denying the SEC's allegations, to the entry of an order that permanently restrains and enjoins each of them from violating Sections 17(a)(2) and (3) of the Securities Act and from violating or aiding and abetting violations of other provisions of the federal securities laws.     Schneider consented to settle the disclosure and accounting fraud charges against him without admitting or denying the SEC's allegations, and agreed to pay a penalty, disgorgement of $83,096, and prejudgment interest of $38,640.  Dunning and Jackson consented to settle the SEC's improper accounting charges without admitting or denying the SEC's allegations.  Dunning agreed to pay a penalty of $50,000.  In their settlement offers, Schneider, Dunning and Jackson consented to the issuance of administrative orders pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending each of them from appearing or practicing before the SEC as an accountant with the right to apply for reinstatement after five years for Schneider and three years for Dunning and Jackson.  The SEC's investigation is continuing as to other individuals.  The SEC acknowledges the assistance of the Federal Trade Commission in this investigation. 								
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+									             See Also:        SEC Complaint                   							  
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diff --git a/raw/aaer/2010/AAER-3157.txt b/raw/aaer/2010/AAER-3157.txt
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--- /dev/null
+++ b/raw/aaer/2010/AAER-3157.txt
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21600 / July 23, 2010  Accounting and Auditing Enforcement Release No. 3157 / July 23, 2010   Securities and Exchange Commission v. Sunrise Senior Living, Inc., et al.  Civil Action No. 1:10-CV-01247 (D.D.C.)  SEC BRINGS SETTLED CIVIL CHARGES AGAINST SUNRISE SENIOR LIVING, INC. AND TWO FORMER COMPANY OFFICERS, LARRY E. HULSE AND KENNETH J. ABOD  Sunrise and Hulse Agree to Injunctions and Hulse Agrees to Pay $164,993 in Penalties, Disgorgement, and Prejudgment Interest  The Securities and Exchange Commission today filed a civil action in U.S. District Court for the District of Columbia against Sunrise Senior Living, Inc., a Virginia-based owner and manager of assisted living facilities whose stock is listed on the New York Stock Exchange, and former Sunrise officers, Larry E. Hulse and Kenneth J. Abod. The Commission's complaint alleges that Sunrise engaged in financial reporting fraud during the relevant period from 2003 through 2005, by making improper adjustments to its reserve for self-insured health and dental benefits and its accrual for corporate bonuses to meet public earnings forecasts. The complaint further alleges that Hulse, Sunrise's Chief Financial Officer during most of the relevant period, oversaw improper adjustments to the health and dental reserve and signed false SEC filings and Sarbanes-Oxley certifications. In addition, the complaint alleges that Hulse and Abod, Sunrise's former Treasurer during most of the relevant period, directed Sunrise employees to make improper adjustments to the bonus accrual account. Hulse and Abod are both certified public accountants.  Without admitting or denying the allegations in the complaint, Sunrise has agreed to a final judgment permanently enjoining it from violating Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 ("Exchange Act") and Exchange Act Rules 12b-20, 13a-1, and 13a-13. Hulse has consented, without admitting or denying the allegations in the complaint, to entry of a final judgment permanently enjoining him from violating and/or aiding and abetting violations of the antifraud provisions of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 ("Securities Act") and Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, and 13a-13, 13a-14, and 13b2-1.  Hulse also agreed to pay $164,993, comprised of $50,000 in civil penalties, disgorgement of $83,333, and prejudgment interest of $31,660. As part of his settlement, and following the entry of the proposed final judgment against him, Hulse, without admitting or denying the Commission's findings, has consented to the issuance of an administrative order pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending him from appearing or practicing before the Commission as an accountant, with the right to apply for reinstatement after three years. Abod has agreed, without admitting or denying the allegations in the complaint, to pay a civil penalty of $25,000. The proposed settlements in the civil action are subject to Court approval.  In a related settled administrative proceeding, the Commission charged that for Sunrise's year-end 2004 and its first fiscal quarter of 2005, Abod willfully violated Exchange Act Section 13(b)(5) and Rule 13b2-1 thereunder and caused and willfully aided and abetted Sunrise's violations of Exchange Act Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and Rules 12b-20, 13a-1 and 13a-13 thereunder. Abod has agreed to cease and desist from committing or causing the violations charged as well as any future violations of these provisions and denied the privilege of appearing or practicing before the Commission as an accountant with a right to apply for reinstatement after one year.  The terms of the proposed settlement with Sunrise reflect credit given to Sunrise for its substantial assistance in the investigation. 								
+								 
+									             See Also:        SEC Complaint                   							  
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diff --git a/raw/aaer/2010/AAER-3158.pdf b/raw/aaer/2010/AAER-3158.pdf
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+  
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+                                                
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+   
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+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62563 / July 23, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3158 / July 23, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13977 
+In the Matter of 
+KENNETH J. ABOD, CPA, 
+Respondent. 
+ORDER INSTITUTING 
+ADMINISTRATIVE AND CEASE-AND-
+DESIST PROCEEDINGS, PURSUANT TO 
+SECTIONS 4C AND 21C OF THE 
+SECURITIES EXCHANGE ACT OF 1934 
+AND RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS AND IMPOSING 
+REMEDIAL SANCTIONS AND A CEASE-
+AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative and cease-and-desist proceedings be, and hereby are, instituted pursuant to Sections 
+4C
+1 and 21C of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(iii) of 
+the Commission’s Rules of Practice2 against Kenneth J. Abod, CPA (“Abod” or “Respondent”).  
+1 Section 4C provides, in relevant part, that: “The Commission may censure any person, or deny, temporarily or 
+permanently, to any person the privilege of appearing or practicing before the Commission in any way, if that person 
+is found . . . (3) to have willfully violated, or willfully aided and abetted the violation of, any provision of the 
+securities laws or the rules and regulations thereunder.” 
+2 Rule 102(e)(1)(iii) provides, in pertinent part, that:  “The Commission may . . . deny, temporarily or permanently, 
+the privilege of appearing or practicing before it . . . to any person who is found…to have willfully violated, or 
+willfully aided and abetted the violation of any provision of the Federal securities laws or the rules and regulations 
+thereunder.” 
+  
+ 
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+  
+ 
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+                                                 
+   
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an offer of 
+settlement (the “Offer”) which the Commission has determined to accept.  Solely for the purpose 
+of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
+which the Commission is a party, and without admitting or denying the findings herein, except as 
+to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 
+admitted, Respondent consents to the entry of this Order Instituting Administrative and Cease-and-
+Desist Proceedings Pursuant to Sections 4C and 21C of the Securities Exchange Act of 1934 and 
+Rule 102(e) of the Commission’s Rules of Practice, Making Findings and Imposing Remedial 
+Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds
+3 that: 
+Summary 
+1. These proceedings arise out of Abod’s failures to comply with Generally Accepted 
+Accounting Principles (“GAAP”) at Sunrise Senior Living, Inc. (“Sunrise” or the “Company”) for 
+the year-end 2004 and the first fiscal quarter of 2005.  Abod helped determine the amount of the 
+2004 year-end bonus accrual and was aware that Sunrise was planning to pay $1 million in 2004 
+bonuses in 2005 but had failed to accrue for them at 2004 fiscal year-end.  Abod also instructed 
+Sunrise employees to make an adjustment to eliminate the corporate bonus accrual account for the 
+first quarter of 2005, ended on March 31, 2005.  Sunrise would not have met previously issued 
+earnings per share (“EPS”) forecasts if it had properly accrued for bonuses at year end 2004 and 
+the first fiscal quarter of 2005.  The accounting for the corporate bonus accrual account failed to 
+comply with GAAP, because it was probable that Sunrise was going to pay bonuses and could 
+reasonably estimate the bonus payment amounts.  Consequently, Abod caused Sunrise to issue an 
+annual report for fiscal year 2004 and a quarterly report for the first quarter of 2005 that failed to 
+comply with GAAP. On March 24, 2008, Sunrise filed a Form 10-K for the year ended December 
+31, 2007. The filing included restated audited financial statements for fiscal year 2004, and 
+unaudited quarterly financial information for fiscal years 2005 (restated).  The restatement 
+corrected the improper accounting for the bonus accruals. 
+Respondent 
+2. Abod, 45, who is a licensed CPA in Virginia, was Sunrise’s Treasurer from 2001 
+until December 1, 2005, when he resigned from the Company.  As Treasurer, he was responsible 
+for maintaining corporate forecasts, facilitating the budget process, and managing Sunrise’s cash 
+position. He was in charge of Sunrise’s investor relations department from mid-2004 until 
+December 1, 2005. 
+3 The findings herein are made pursuant to Respondent’s offer of settlement and are not binding on any 
+other person or entity in this or any other proceeding. 
+2 
+
+  
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+Other Relevant Party 
+3. Sunrise is a Delaware Corporation headquartered in McLean, Virginia.  Its 
+securities are registered pursuant to Section 12(b) of the Exchange Act, and the Company’s 
+common stock trades on the New York Stock Exchange under the symbol SRZ.  Sunrise is a 
+provider of residential communities and services for the elderly. Sunrise has a fiscal year end of 
+December 31. 
+Facts 
+4. On November 4, 2004, as part of its earnings call for the 2004 third quarter, ended 
+on September 30, 2004, Sunrise publicly stated that it estimated its EPS would between be $.55 to 
+$.59 per share for the fourth quarter.   
+5. Sunrise improperly accounted for approximately $2.8 million of 2004 bonuses so it 
+could meet 2004 earnings guidance.  Of the $2.8 million, Sunrise failed to accrue at all for 
+approximately $1 million as of December 31, 2004.  Abod helped determine the amount of the 
+year-end bonus accrual and was aware that Sunrise was planning to pay $1 million in 2004 
+bonuses in 2005 but had failed to accrue for them at 2004 fiscal year-end.  Sunrise’s failure to 
+accrue for the bonuses did not comply with GAAP, because it was probable that Sunrise was going 
+to pay the bonuses and could reasonably estimate the bonus amounts.  Statement of Financial 
+Accounting Standards No. 5 (“FAS 5”) requires that ‘[a]n estimated loss from a loss contingency . 
+. . shall be accrued by a charge to income” if it is probable that a liability has been incurred and the 
+amount of loss can be reasonably estimated. 
+6. On March 7, 2005, Sunrise reported fourth quarter earnings of $.57 per share.  
+Sunrise’s failure to treat the approximately $1 million of bonuses paid in 2005 as a 2004 expense 
+overstated Sunrise’s EPS for the 2004 fourth quarter by approximately $.03 (approximately 5%).  
+Without the improper adjustment to the corporate bonus accrual account, Sunrise would have 
+reported fourth quarter EPS of $.54, $.01 per share short of its fourth quarter EPS guidance.   
+7. On April 19, 2005, approximately two weeks after Sunrise’s March 31, 2005 
+quarter ended, Abod prepared a spreadsheet entitled “Analysis of Q1 2005.”  The spreadsheet 
+listed a number of adjustments “[n]eeded” to increase Sunrise’s pre-tax income for the March 31 
+quarter by $2.8 million. The spreadsheet listed adjustments that would allow Sunrise to increase 
+EPS from $.29 to $.37, the low end of its EPS forecast made on March 7, 2005.  The spreadsheet 
+included an adjustment to eliminate the 2005 year-to-date corporate bonus accrual.   
+8. That same day, Abod instructed Sunrise employees to eliminate the 2005 corporate 
+bonus accrual then reflected on Sunrise’s books and records, improperly boosting Sunrise’s 
+earnings by $725,000. This bonus accrual adjustment was not in accordance with GAAP because 
+it was not the result of a determination that the payment of 2005 corporate bonuses was not 
+probable and reasonably estimable.  If Sunrise had not improperly reversed the bonus accrual, it 
+would have missed its EPS forecast for the quarter by approximately $.02 per share.  
+3 
+
+  
+ 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+9. On March 24, 2008, Sunrise filed a Form 10-K for the year ended December 31, 
+2007. The filing included restated audited financial statements for fiscal years 2004 and 2005, 
+audited financial statements for fiscal year 2006, and unaudited quarterly financial information for 
+fiscal years 2005 (restated) and 2006.  The restatement corrected the improper accounting for the 
+bonus accruals described in paragraphs 4-8 above. 
+Violations 
+1. Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1 and 13a-13 
+require issuers with securities registered under Section 12 of the Exchange Act to file quarterly 
+and annual reports with the Commission and to keep this information current.  Exchange Act 
+Rule 12b-20 further requires that, in addition to the information expressly required to be included 
+in such reports, the issuer must include such additional material information as may be necessary 
+to make the required statements, in light of the circumstances under which they were made, not 
+misleading.  The obligation to file such reports also embodies the requirement that they be true 
+and correct. See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1165 (D.C. Cir. 1978). 
+Exchange Act Rules 13a-1 and 13a-13 also require issuers to file annual and quarterly financial 
+statements that comply with Regulation S-X.  Regulation S-X, Section 4-01(a) mandates that 
+financial statements and the accompanying notes be presented in conformity with GAAP.  No 
+showing of scienter is necessary to establish a violation of Section 13(a) of the Exchange Act and 
+Rules 13a-1, 13a-13, and 12b-20 thereunder. See SEC v. McNulty, 137 F.3d 732, 740-741 (2d 
+Cir. 1998). 
+2. Section 13(b)(2)(A) of the Exchange Act requires Section 12 registrants to make 
+and keep books, records, and accounts that accurately and fairly reflect the transactions and 
+dispositions of their assets. Section 13(b)(2)(B) of the Exchange Act requires issuers to devise and 
+maintain a system of internal accounting controls sufficient to provide reasonable assurance that 
+transactions are recorded as necessary to permit the preparation of financial statements in 
+conformity with GAAP and to maintain the accountability of assets.  No showing of scienter is 
+necessary to establish a violation of Exchange Act Sections 13(b)(2)(A) or 13(b)(2)(B).  See 
+McNulty at 740-741. 
+3. Section 13(b)(5) of the Exchange Act provides that no person shall knowingly 
+falsify any such book, record, or account or circumvent internal controls.  Exchange Act Rule 
+13b2-1 also prohibits the falsification of any book, record, or account subject to Exchange Act 
+Section 13(b)(2)(A). 
+4. By failing to accrue for bonuses as required by FAS 5, misstating its financial 
+results in its Form 10-K for its fiscal year 2004 and in its Form 10-Q for the first quarter of 2005, 
+Sunrise violated Exchange Act Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and Rules 12b-20, 13a-1, 
+and 13a-13 thereunder.   
+5. Abod helped determine the amount of the 2004 year-end bonus accrual and was 
+aware that Sunrise was planning to pay $1 million in 2004 bonuses in 2005 but had failed to accrue 
+4 
+
+  
+ 
+ 
+ 
+ 
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+   
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+  
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+      
+        
+                                                
+ 
+     
+      
+ 
+for them at 2004 fiscal year-end.  Abod also instructed Sunrise employees to make an adjustment 
+to eliminate the corporate bonus accrual account for the first quarter of 2005, ended on March 31, 
+2005. Abod knew or should have known that Sunrise’s Form 10-K for the year ended December 
+31, 2004 and Form 10-Q for the quarter ended March 31, 2005 materially overstated Sunrise’s 
+reported net income. As a result of his conduct, Abod willfully4 violated Exchange Act Section 
+13(b)(5) and Rule 13b2-1 thereunder and caused and willfully aided and abetted Sunrise’s 
+violations of Exchange Act Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and Rules 12b-20, 13a-1 and 
+13a-13 thereunder.   
+Findings 
+1. Based on the foregoing, the Commission finds that Abod willfully violated 
+Exchange Act Section 13(b)(5) and Rule 13b2-1, and caused and willfully aided and abetted 
+Sunrise’s violations of Exchange Act Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and Rules 12b-20, 
+13a-1, and 13a-13 thereunder. 
+2. Based on the foregoing, the Commission finds that Abod willfully violated and 
+willfully aided and abetted the violation of provisions of the federal securities laws and rules 
+thereunder within the meaning of Exchange Act Section 4C and Rule 102(e)(1)(iii) of the 
+Commission’s Rules of Practice. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in the Respondent’s Offer. 
+Accordingly, it is hereby ORDERED that: 
+A. Abod shall cease and desist from committing or causing any violations and any 
+future violations of Section 13(b)(5) of the Exchange Act and Exchange Act Rule 13b2-1, and from 
+causing any violations and any future violations of Exchange Act Sections 13(a), 13(b)(2)(A), and 
+13(b)(2)(B) and Rules 12b-20, 13a-1, and 13a-13 thereunder. 
+B. Abod is denied the privilege of appearing or practicing before the Commission as 
+an accountant. 
+C. After one year from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+4 A willful violation of the securities laws means merely “‘that the person charged with the duty knows what he is 
+doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. 
+Cir. 1949)). 
+5 
+
+  
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+ 
+ 
+   
+    
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the respondent’s or the firm’s quality control system that would indicate 
+that the respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+D. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+6 
+
+  
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
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+   
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+ 
+ 
+      
+ 
+ 
+ 
+ 
+Service List 
+Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making 
+Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), on the 
+Respondent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge
+ 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Christopher Conte, Esq.  
+Division of Enforcement 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-5553B 
+Mr. Kenneth J. Abod 
+c/o Michael J. Rivera, Esq. 
+Fried, Frank, Harris, Shriver & Jacobson LLP 
+1001 Pennsylvania Avenue, N.W. 
+Washington, DC 20004 
+Michael J. Rivera, Esq. 
+Fried, Frank, Harris, Shriver & Jacobson LLP 
+1001 Pennsylvania Avenue, N.W. 
+Washington, DC 20004 
+(Counsel for Kenneth J. Abod) 
+7 
diff --git a/raw/aaer/2010/AAER-3160.pdf b/raw/aaer/2010/AAER-3160.pdf
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+                                                 
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+      
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+  
+UNITED STATES OF AMERICA 
+before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62589 / July 29, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3160 / July 29, 2010 
+ADMINISTRATIVE PROCEEDING                                                                                                    
+FILE NO. 3-13983 
+In the Matter of 
+LARRY E. HULSE, CPA, 
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS 
+PURSUANT TO RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS
+ I. 
+The Securities and Exchange Commission ( “Commission”) deems it appropriate and in 
+the public interest that public administrative proceedings be, and hereby are, instituted pursuant 
+to Rule 102(e)(3)(i)
+1 of the Commission’s Rules of Practice against Larry E. Hulse 
+(“Respondent” or “Hulse”). 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the 
+findings herein, except as to the Commission’s jurisdiction over him, the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to 
+1  Rule 102(e)(3)(i) provides, in relevant part, that:  The Commission, with due regard to the public interest and 
+without preliminary hearing, may, by order, … suspend from appearing or practicing before it any … accountant … 
+who has been by name … permanently enjoined by any court of competent jurisdiction, by reason of his or her 
+misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any 
+provision of the Federal securities laws or of the rules and regulations thereunder. 
+  
+  
+ 
+  
+ 
+ 
+ 
+ 
+Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
+Sanctions (“Order”), as set forth below. 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Hulse, age 54, is and has been a certified public accountant licensed to 
+practice in the State of Maryland.  Hulse became the Chief Financial Officer (“CFO”) of Sunrise 
+Sunrise Senior Living, Inc. (“Sunrise” or the “Company”) in March 2000.  On August 4, 2005, 
+Sunrise announced that it had replaced Hulse as CFO and Hulse became chief executive of 
+Sunrise’s captive insurance company.  On December 20, 2007, Sunrise announced the separation 
+of Hulse from the Company.   
+2. Sunrise is a Delaware Corporation headquartered in McLean, Virginia.  Its 
+securities are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 
+(“Exchange Act”), and the Company’s common stock trades on the New York Stock Exchange 
+under the symbol SRZ. Sunrise is a provider of residential communities and services for the 
+elderly. Sunrise has a fiscal year end of December 31. 
+3. On July 23, 2010, the Commission filed a complaint against Hulse and 
+others in Securities and Exchange Commission v. Sunrise Senior Living, Inc., et al. Civil Action 
+No.1:10-CV-01247 (D.D.C.). On July 27, 2010 th e court entered an order permanently 
+enjoining Hulse, by consent, from future violations of Sections 17(a)(2) and 17(a)(3) of the 
+Securities Act of 1933 (“Securities Act”) and Section 13(b)(5) of the Exchange Act and Rules 
+13a-14 and 13b2-1 thereunder and from aiding and abetting violations of Sections 13(a), 
+13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 
+thereunder. Hule was also ordered by consent to pay $83,333 in disgorgement of ill-gotten gains 
+plus $31,660 in prejudgment interest and a $50,000 civil monetary penalty. 
+4. The Commission’s complaint alleged, among other things, that Hulse, in 
+violation of Generally Accepted Accounting Principles, oversaw improper adjustments to 
+Sunrise’s reserve for self-insured health and dental benefits and its accrual for corporate bonuses, 
+thereby misrepresenting Sunrise’s earnings.  The complaint alleges that as a result of his actions, 
+Sunrise filed materially false and misleading financial statements for Sunrise’s 2003 and 2004 
+fiscal years on Forms 10-K and in Sunrise’s quarterly reports on Forms 10-Q for the first two 
+quarters of 2005. The complaint further alleges th at Hulse signed false SEC filings and Sarbanes 
+Oxley certifications.  
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest 
+to impose the sanction agreed to in Respondent’s Offer.  
+Accordingly, it is hereby ORDERED, effective immediately, that:  
+2
+ 
+  
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+A. Hulse is suspended from appearing or practicing before the Commission as an 
+accountant. 
+B. After three years from the date of this Order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as:  
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission. Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant. Such an application must satisfy the 
+Commission that:  
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective;  
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision;  
+(c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and  
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+3
+ 
+  
+ 
+ 
+        
+ 
+ 
+ 
+C. The Commission will consider an application by Respondent to resume appearing 
+or practicing before the Commission provided that his state CPA license is current and he has 
+resolved all other disciplinary issues with the applicable state boards of accountancy. However, 
+if state licensure is dependent on reinstatement by the Commission, the Commission will 
+consider an application on its other merits. The Commission’s review may include consideration 
+of, in addition to the matters referenced above, any other matters relating to Respondent’s 
+character, integrity, professional conduct, or qualifications to appear or practice before the 
+Commission.  
+By the Commission.  
+       Elizabeth M. Murphy 
+       S e c r e t a r y 
+4
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+  
+ 
+ 
+   
+   
+ 
+ 
+      
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+Service List 
+Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting Public 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions (“Order”), on the Respondent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Christopher Conte, Esq. 
+Division of Enforcement 
+Securities and Exchange Commission  
+100 F Street, N.E. 
+Washington, DC 20549-5553B 
+Mr. Larry E. Hulse 
+c/o Michael D. Trager, Esq. 
+Arnold & Porter LLP 
+555 Twelfth Street, N.W. 
+Washington, DC 20004 
+Michael D. Trager, Esq. 
+Arnold & Porter LLP 
+555 Twelfth Street, N.W. 
+Washington, DC 20004 
+(Counsel for Larry E. Hulse) 
+5
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3161.txt b/raw/aaer/2010/AAER-3161.txt
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@@ -0,0 +1,1355 @@
+
+
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+   
+     
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+ 
+ 
+
+     
+     
+     SEC.gov | Matthew W. Hardey, L. Cyrus DeBlanc, and Joe E. Penland 
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21608 / July 30, 2010  Accounting and Auditing Enforcement Release No. 3161 / July 30, 2010   Securities and Exchange Commission v. Matthew W. Hardey, L. Cyrus DeBlanc, and Joe E. Penland , Civil Action No. 09-cv-4414 (E.D. La.)  FEDERAL JUDGE ENTERS FINAL JUDGMENT AGAINST MATTHEW W. HARDEY IN FRAUDULENT ACCOUNTING SCHEME  On July 29, 2010, the Honorable Martin L.C. Feldman, United States District Judge for the Eastern District of Louisiana entered a final judgment of permanent injunction against defendant Matthew W. Hardey, a Louisiana resident and the former chief financial officer for Newpark Resources, Inc. ("Newpark"), an oil and gas company based in Houston, Texas. Hardey was charged in the complaint along with another Newpark principal and a third party vendor of Newpark with violations of the federal securities laws. The final judgment permanently enjoined Hardey from future violations of Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 13b2-1 and 13b2-2 thereunder and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-13 and 13a-14 thereunder. The final judgment also required Hardey to pay a civil penalty of $75,000, and imposed a bar prohibiting him from serving as an officer or director of a public company. Hardey consented to the entry of the order without admitting or denying the allegations of the Commission's complaint.   According to the Commission's Complaint, Hardey, a former Chief Financial Officer for Newpark, and L. Cyrus DeBlanc, a former Chief Financial Officer for Newpark subsidiary Soloco LLC, conspired with Quality Mat president Joe E. Penland to engage in a fraudulent accounting scheme that allowed Newpark in fiscal year 2003 to avoid writing off approximately $4.2 million in aging debt. As a result, Newpark reported approximately $500,000 of net income instead of a significant loss for that fiscal year. The Commission's Complaint alleged that, in 2002 and 2003, Newpark recognized $4.2 million in revenue based on sales of its primary product ¢€" industrial mats used to lay temporary roads at drilling sites ¢€" to Quality Mat and another vendor, Easy Frac. The Complaint alleged that neither vendor had made any payment on the sales through the end of 2003, and that Hardey, DeBlanc and Penland devised and executed a scheme to funnel money to Quality Mat and Easy Frac through sham transactions that would then allow the vendors to pay their debts to Newpark.  According to the Complaint, one of the sham transactions took place in 2004 and involved Dura-Base Nevada, LLC and Dura-Base de Mexico, two Newpark subsidiaries created to begin mat rentals in Mexico. The Complaint asserted that Newpark purchased the entire initial inventory of mats for the Dura-Base business from Quality Mat, and that the decision to purchase the approximately 6,175 mats from Quality Mat was a pretext meant to give the appearance of a legitimate business transaction to Newpark's repurchase, at the original sales price, of 1,500 mats sold to Quality Mat in 2002 and 600 mats sold to Easy Frac in 2003. The Complaint claimed that, in an attempt to perpetuate the pretext, Hardey also misled Newpark's auditors about the basis for buying the Dura-Base inventory from Quality Mat by falsely claiming that Quality Mat had contractual rights in Mexico that Newpark would have to buy in order for the Dura-Base venture to go forward. According to the Complaint, this ruse was necessary to allow Newpark to buy back the mats at the original sales price without suffering any adverse accounting consequences. Under this scheme, Newpark could account for the repurchases as if they had taken place at Newpark's manufacturing cost, but still pay Quality Mat the original purchase price for the mats by assigning the difference in value to the intangible asset allegedly created by the repurchase of Quality Mat's contract rights.  The Complaint alleged that the other sham transaction, which took place during 2004 and 2005, involved Quality Mat sending fictitious invoices to Newpark purportedly for bulk lumber sales. According to the Complaint, in early 2004, Penland agreed to convert Quality Mat's outstanding debt from the 2002 sales to notes receivable. One of the notes required monthly payments of $52,409, which Quality Mat began making in March 2004. Between May 2004 and July 2005, the bulk lumber invoices, which were sent monthly, averaged $52,409, but there were no purchase orders or delivery tickets backing up the alleged sale. The Complaint alleged that Hardey, DeBlanc and Penland devised this scheme to provide Quality Mat with funds to continue making payments on this note, thus allowing Newpark to keep the debt on its books. Penland was permanently enjoined from further violations of the federal securities laws in a final judgment entered against him on October 2, 2009. That judgment also required that Penland pay a $70,000 civil penalty. DeBlanc was permanently enjoined from further violations of the federal securities laws in a final judgment entered against him on May 14, 2010. As with the final judgment against Hardey, the final judgment against DeBlanc also imposed an officer and director bar against him and required DeBlanc to pay a $75,000 civil penalty.  See also: L.R.  21236  (October 5, 2009); L.R.  21137  (July 16, 2009). 								
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diff --git a/raw/aaer/2010/AAER-3162.txt b/raw/aaer/2010/AAER-3162.txt
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+     SEC.gov | Brad A. Morrice et al. 
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21609 / July 30, 2010  Accounting and Auditing Enforcement Release No. 3162 / July 30, 2010   Securities and Exchange Commission v. Brad A. Morrice et al. , Civil Action No. CV 09-01426 DDP (C.D. Cal.)  SEC SETTLES WITH FORMER OFFICERS OF SUBPRIME LENDER NEW CENTURY  On July 29, 2010, the Commission accepted settlement offers from three former officers of New Century Financial Corporation. Brad A. Morrice, the former CEO and co-founder; Patti M. Dodge, the former CFO; and David N. Kenneally, the former controller, consented to the relief described below without admitting or denying the allegations in the Commission's Complaint. The settlement offers, which have been submitted to the Court for approval, are contingent upon the Court's approval of a global settlement in  In re New Century , Case No. 07-931-DDP (C.D. Cal.).  The Commission's complaint alleges, among other things, that New Century's second and third quarter 2006 Forms 10-Q and two late 2006 private stock offerings contained false and misleading statements regarding its subprime mortgage business. The complaint further alleges that Morrice and Dodge knew about certain negative trends in New Century's loan portfolio from reports they received and that they participated in the disclosure process, but they did not take adequate steps to ensure that the negative trends were properly disclosed. The Commission's complaint also alleges that in the second and third quarters of 2006, Kenneally, contrary to Generally Accepted Accounting Principles, implemented changes to New Century's method for estimating its loan repurchase obligation and failed to ensure that New Century's backlog of pending loan repurchase requests were properly accounted for, resulting in an understatement of New Century's repurchase reserve and a material overstatement of New Century's financial results. The complaint further alleges that Dodge was told of the methodology changes and the backlog of repurchase requests but did not ensure that they were properly accounted for and disclosed.  To settle the charges, Morrice consented to the entry of a permanent injunction prohibiting him from violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, and the internal controls, false statements to accountants, and certification provisions of Section 13(b)(5) of the Exchange Act and Rules 13b2-2 and 13a-14 thereunder; and from aiding and abetting violations of the reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-11, and 13a-13 thereunder. He also agreed to disgorge $464,354 with $76,991 in prejudgment interest thereon, and to pay a $250,000 civil penalty.  To settle the charges, Dodge consented to the entry of a permanent injunction prohibiting her from violating the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and the books and records, internal controls, false statements to accountants, and certification provisions of Section 13(b)(5) of the Exchange Act and Rules 13b2-1, 13b2-2, and 13a-14 thereunder; and from aiding and abetting violations of the reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-11, and 13a-13 thereunder. She also agreed to disgorge $379,808 with $70,192 in prejudgment interest thereon, and to pay a $100,000 civil penalty.  To settle the charges, Kenneally consented to the entry of a permanent injunction prohibiting him from violating the antifraud provisions of Sections 10(b) of the Exchange Act and Rule 10b-5 thereunder, and the books and records, internal controls, and false statements to accountants provisions of Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2 thereunder; and from aiding and abetting violations of the reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-11, and 13a-13 thereunder. He also agreed to disgorge $126,676 with $23,324 in prejudgment interest thereon, and to pay a $32,500 civil penalty.  Each of the defendants also agreed to be barred for five years from serving as an officer and director of a public company.  Disgorgement, prejudgment interest, and penalties will be distributed to harmed investors pursuant to the Final Judgments.  For further information see  LR-21327 ; AAER No. 3079 (December 7, 2009). 								
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+ UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No.  62636 / August 4, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3163 / August 4, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13993 
+In the Matter of 
+THOMAS P. FLANAGAN, CPA, 
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE AND CEASE-
+ AND-DESIST PROC EEDINGS PURSUANT 
+TO SECTIONS 4C AND 21C OF THE 
+SECURITIES EXCHANGE ACT OF 1934 
+AND RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS AND A CEASE-
+AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative and cease-and-desist proceedings be, and hereby are, instituted against Thomas P. 
+Flanagan, CPA (“Respondent” or “Flanagan”) pursuant to Sections 4C
+1 and 21C of the Securities 
+Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(ii) and Rule 102(e)(1)(iii) of the 
+Commission’s Rules of Practice.2 
+1 Section 4C provides, in relevant part, that the Commission may censure any person, or deny, 
+temporarily or permanently, to any person the privilege of appearing or practicing before the Commission 
+in any way, if that person is found . . . (1) not to possess the requisite qualifications to represent others . . . 
+(2) to be lacking in character or integrity, or to have engaged in unethical or improper professional 
+conduct; or (3) to have willfully violated, or willfully aided and abetted the violation of, any provision of 
+the securities laws or the rules and regulations thereunder. 
+2 Rule 102(e)(1)(ii) provides, in pertinent part, that “[t]he Commission may . . . deny, temporarily or 
+permanently, the privilege of appearing or practicing before it . . . to any person who is found . . . to have 
+engaged in unethical or improper professional conduct.”  Rule 102(e)(1)(iii) provides, in pertinent part, 
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+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Public 
+Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making 
+Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth 
+below. 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds3 that: 
+A. SUMMARY 
+This matter involves dozens of violations of the auditor independence rules by an 
+accountant who owned and controlled securities in nine audit clients.  Between December 2003 
+and July 2008, Thomas P. Flanagan (“Flanagan”), a partner and a Vice Chairman at Deloitte & 
+Touche LLP, made 71 trades in which he purchased stock or options in Deloitte audit clients, 62 of 
+which were in the securities of audit clients for whom Flanagan was serving on Deloitte’s 
+engagement team as the advisory partner.  Flanagan concealed his ownership and control of these 
+securities from Deloitte and the audit clients.  During the time Flanagan owned or controlled these 
+securities, Deloitte issued audit reports to these nine audit clients in which it stated that the 
+financial statements contained in the reports had been audited by an independent auditor.  These 
+clients then filed with the Commission annual reports and proxy statements, which included these 
+false audit reports. 
+B. RESPONDENT 
+1. Thomas P. Flanagan, CPA, age 62, of Chicago, Illinois, is a certified public accountant 
+licensed to practice in the state of Illinois.  He was a partner at Deloitte & Touche LLP (“Deloitte”) 
+that “[t]he Commission may . . . deny, temporarily or permanently, the privilege of appearing or 
+practicing before it . . . to any person who is found…to have willfully violated, or willfully aided and 
+abetted the violation of any provision of the Federal securities laws or the rules and regulations 
+thereunder.” 
+3  The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 
+other person or entity in this or any other proceeding. 
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+and its predecessor firms from 1978 until September 2008.  At the time of his departure from 
+Deloitte, Flanagan was a Vice Chairman in Deloitte’s Chicago and had over 35 years of public-
+company audit experience. 
+C. RELEVANT ENTITIES 
+2. Deloitte & Touche LLP is a Delaware limited liability partnership.  Deloitte is a 
+subsidiary of Deloitte LLP, a US member firm of Deloitte Touche Tohmatsu, which is a Swiss 
+Verein that is organized as an association of independent member firms worldwide which 
+provides professional services under the “Deloitte” brand name. Deloitte is registered with the 
+Public Company Accounting Oversight Board (“PCAOB”).  At all relevant times and continuing 
+to the present, Deloitte has provided auditing services to a variety of companies, including 
+companies whose securities are registered with the Commission and traded in the U.S. markets.   
+3. Allstate Corp. (“Allstate”) is a Delaware corporation based in Northbrook, Illinois.  Its 
+common stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act 
+[15 U.S.C. §78l(b)] and is traded on the New York Stock Exchange and Chicago Stock 
+Exchange. Deloitte has served as Allstate’s auditor since 1994. 
+4. Berkshire Hathaway, Inc. (“Berkshire Hathaway”) is a Delaware corporation based in 
+Omaha, Nebraska.  Its common stock is registered with the Commission pursuant to Section 
+12(b) of the Exchange Act and is traded on the New York Stock Exchange.  Deloitte has served 
+as Berkshire Hathaway’s, or one of its predecessor’s, auditor since 1985. 
+5. Best Buy Co., Inc. (“Best Buy”) is a Minnesota corporation based in Richfield, 
+Minnesota. Its common stock is re gistered with the Commission pursuant to Section 12(b) of the 
+Exchange Act and is traded on the New York Stock Exchange and the Chicago Stock Exchange.  
+Deloitte has served as Best Buy’s auditor since 2005.   
+6. CBOT Holdings, Inc. (“CBOT”) was a Delaware corporation based in Chicago, Illinois.  
+Its common stock was registered with the Commission pursuant to Section 12(b) of the 
+Exchange Act and was traded on the New York Stock Exchange. CBOT merged with Chicago 
+Mercantile Exchange Holdings, Inc. in July 2007 and is no longer a publicly traded company.  
+Deloitte served as CBOT’s auditor from at least 2001 until 2007. 
+7. CNA Financial Corp. (“CNA”) is a Delaware corporation based in Chicago, Illinois. Its 
+common stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act 
+and is traded on the New York Stock Exchange and the Chicago Stock Exchange. Deloitte has 
+served as CNA’s auditor since at least 1994.   
+8. Sears Holding Corporation (collectively with its predecessor Sears, Roebuck & Co., 
+“Sears”) is a Delaware corporation based in Hoffman Estates, Illinois.  Its common stock is 
+registered with the Commission pursuant to Section 12(b) of the Exchange Act and is traded on 
+the NASDAQ. Deloitte has served as Sears’ auditor for over 70 years.    
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+9. ServiceMaster Company (“ServiceMaster”) is a Delaware corporation based in 
+Memphis, Tennessee.  In 2006 and 2007, its common stock was registered with the Commission 
+pursuant to Section 12(b) of the Exchange Act and was traded on the New York Stock Exchange.  
+ServiceMaster was purchased by a private equity firm in 2007 and is no longer a publicly traded 
+company.  Deloitte has served as ServiceMaster’s auditor since 2002.    
+10. USG Corp. (“USG”) is a Delaware corporation based in Chicago, Illinois.  Its common 
+stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act and is 
+traded on the New York Stock Exchange and Chicago Stock Exchange.  Deloitte has served as 
+USG’s auditor since 2002. 
+11. Walgreen Company (“Walgreens”) is an Illinois corporation based in Deerfield, 
+Illinois. Its common stock is re gistered with the Commission pursuant to Section 12(b) of the 
+Exchange Act and is traded on the New York Stock Exchange, NASDAQ, and the Chicago 
+Stock Exchange. Deloitte has served as Walgreens’ auditor since 2002. 
+D. FACTS 
+Flanagan was Subject to the Commission’s Auditor Independence Rules 
+12. At all relevant times, Deloitte was the auditor responsible for the audits or reviews of the 
+annual and quarterly financial statements for Allstate, Berkshire Hathaway, Best Buy, CBOT, 
+CNA, Sears and its predecessor Sears, Roebuck and Co., ServiceMaster, USG, and Walgreens 
+(“collectively, “the Audit Clients”) filed with the Commission.   
+13. Flanagan served as the Advisory Partner on Deloitte’s audit engagements with seven of 
+the nine Audit Clients, including Allstate from 2003 to 2008; Berkshire Hathaway from 2002 to 
+2008; Best Buy from 2005 to 2008; Sears from 2002 to 2008; ServiceMaster from 2003 to 2006; 
+USG from 2004 to 2008; and Walgreens from 2003 to 2008 (collectively, “the Flanagan 
+Advisory Clients”). 
+14. Advisory Partners are assigned by Deloitte to certain clients and play an important role in 
+these engagements.  As the Advisory Partner for the Flanagan Advisory Clients, Flanagan, 
+among other things, served as a liaison between management and the Deloitte audit engagement 
+team, attended Audit Committee meetings, received and had access to nonpublic information 
+regarding the Flanagan Advisory Clients’ earnings results and other information, and in some 
+cases, participated in the evaluation of the performance of other partners serving that client. 
+15. Flanagan was required to comply with the Commission’s auditor independence rules with 
+respect to the Flanagan Audit Clients because as the Advisory Partner, he was a “covered 
+person” under those rules. Flanagan was also re quired to comply with the auditor independence 
+rule with respect to CBOT and CNA because by working in the same office as the lead partner 
+on those engagements, he was a covered person. 
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+16. Under the Commission’s auditor independence rules, accountants are not independent as 
+to an audit client if, among other things, the accounting firm, or any covered person in the firm, 
+or any of his or her immediate family members has a direct investment in the audit client, such as 
+stocks, bonds, notes, options, or other securities, or if the accountant serves as the voting trustee 
+of a trust containing securities of an audit client. Flanagan knew and understood this rule.   
+Flanagan Owned or Controlled the Audit Clients’ Securities 
+17. Between 2003 and 2008, Flanagan made 71 purchases of stock and options in the 
+securities of the Audit Clients. He made al l of these purchases in accounts he owned, in 
+accounts he controlled for the benefit of family members, or in a family trust account for which 
+he served as trustee. Flanagan had the author ity to make trades in all of these accounts.   
+18. Flanagan owned or controlled securities in AllState between July 18, 2006 and July 20, 
+2006. 
+19. Flanagan owned or controlled securities in Berkshire Hathaway between April 21, 2005 
+and June 9, 2006. 
+20. Flanagan owned or controlled securities in Best Buy on or between: 
+A) September 9, 2005;  
+B) December 9, 2005 and December 14, 2005; 
+C) May 25, 2006 and September 21, 2006 
+D) December 11, 2006 and December 12, 2006; 
+E) May 1, 2007 and July 13, 2007; 
+F) December 4, 2007 and December 21, 2007; 
+G) February 13, 2008 and March 5, 2008; 
+H) April 1, 2008 and May 19, 2008; and 
+I) June 4, 2008 and July 18, 2008. 
+21. Flanagan owned or controlled securities in CBOT between September 28, 2006 and July 
+10, 2007. 
+22. Flanagan owned or controlled securities in CNA between November 17, 2003 and 
+February 20, 2004. 
+23. Flanagan owned or controlled securities in Sears between: 
+A) December 17, 2003 and April 18, 2004; 
+B) June 1, 2004 and October 22, 2004; 
+C) February 17, 2006 and March 23, 2006; and 
+D) May 19, 2008 and May 30, 2008. 
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+24. Flanagan owned or controlled securities in ServiceMaster between February 3, 2006 and 
+January 19, 2007. 
+25. Flanagan owned or controlled securities in USG between April 12, 2004 and June 8, 
+2004, and between July 12, 2007 and July 26, 2007. 
+26. Flanagan owned or controlled securities in Walgreens between: 
+A) December 21, 2003 and February 24, 2004; 
+B) September 22, 2005 and November 1, 2005; 
+C) March 21, 2006 and April 3, 2006; 
+D) December 18, 2006 and January 5, 2007; 
+E) March 16, 2007 and July 20, 2007; and 
+F) September 10, 2007 and October 5, 2007. 
+Flanagan Concealed His Trading in the Clients’ Securities and Circumvented Deloitte’s 
+Independence Compliance System 
+27. At all relevant times, Deloitte had policies and quality control procedures in place to 
+ensure that its professional personnel maintained their independence relative to Deloitte’s audit 
+clients. Deloitte’s independence policies were primarily contained in Deloitte’s Independence 
+Manual. Deloitte’s Independence Compliance system included the use of computer databases to 
+monitor the financial interests of its partners. 
+28. Flanagan knew and understood these policies and procedures. 
+29. Deloitte’s independence procedures required, among other things, that its professional 
+personnel, including partners, self-report all of their securities holdings and trading activities.  
+These professionals were also required to report all securities trades that they made as a trustee 
+for accounts they controlled. Deloitte created th e Deloitte Entity Search and Compliance system 
+(“DESC”) and the Tracking and Trading system (“Tracking and Trading”) for the employees to 
+use to report these transactions. 
+30. The DESC contained a “Restricted Entity List,” which contained the names of all 
+companies, banks, brokerage firms, and other institutions that Deloitte prohibited employees 
+from, among other things, having a financial interest in or maintaining an account.  All of 
+Deloitte’s audit clients within the United States, including the Audit Clients at issue here, were 
+included in the Restricted Entity List, which Deloitte updated daily.  Prior to making a securities 
+trade, Deloitte required employees to access the DESC and Restricted Entity List to verify that 
+the company, brokerage firm, or other entity involved in the transaction was not restricted.  After 
+completing the transaction, employees had 10 calendar days to report it to Deloitte via Tracking 
+and Trading. 
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+31. Deloitte also required its employees to file annual Independence Representations in 
+which the employees were to affirm between 30 and 50 specific statements.  These statements 
+concerned the employee’s financial transactions during the previous year, the employee’s 
+understanding of, and compliance with, Deloitte’s independence policies, and other topics.  If the 
+employee responded to a statement with anything other than “Agree,” the employee had to 
+provide a written explanation, which Deloitte’s Independence and Ethics Compliance Group then 
+reviewed. 
+32. Flanagan concealed from Deloitte his trades in the Audit Clients’ securities by failing to 
+report these trades in the Tracking and Trading System, and thereby circumvented Deloitte’s 
+Independence Compliance system.   
+33. Flanagan lied to Deloitte about his compliance with Deloitte’s independence policies.  In 
+the Independence Representations he filed in 2004, 2005, 2006, and 2007, Flanagan falsely 
+affirmed that:  
+A) Tracking and Trading accurately reflected the brokerage accounts and financial 
+interests held or controlled by Flanagan; 
+B) at no time during the representation period did he have a financial interest in a 
+Restricted Entity; and  
+C) he had not served as a trustee, executor, or administrator of an estate that had a 
+financial interest in a Restricted Entity.   
+34. In fact, Flanagan owned or controlled several brokerage accounts, as well as stocks and 
+options that he had not reported in Tracking and Trading.  He also owned or controlled stocks 
+and options in Restricted Entities, including the Audit Clients for whom he served as an 
+Advisory Partner. In addition, Flanagan served as the trustee for a family trust and controlled 
+brokerage accounts in the name of that trust and in the name of other family members.  Flanagan 
+traded in the securities of the Audit Clients in several of these accounts.  
+35. Flanagan’s efforts to conceal from Deloitte his trades in the Audit Clients’ securities 
+extended to the furnishing of false information in the preparation of his personal income tax 
+returns.  He utilized Deloitte Tax LLP (“Deloitte Tax”) to prepare his tax returns.  Flanagan 
+provided Deloitte Tax personnel with the names of the securities he purportedly traded during 
+the tax year, the trade dates, and his gains or losses.  For the tax years 2004 through 2007, 
+Flanagan substituted the names of Deloitte audit clients whose securities he traded in with the 
+names of other entities for which he had no trading restrictions.  Between 2004 and 2007, 
+Flanagan substituted unrestricted company names for 13 trades that he made in the securities of 
+seven of the Audit Clients including Best Buy, CBOT, CNA, Sears, USG, and Walgreens.   
+Deloitte Represented that it was Independent from the Clients 
+36. Deloitte represented that it was independent in the Report of Independent Registered 
+Public Accounting Firm (“audit reports”) it provided to these Audit Clients for the audit years 
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+listed below.  In these reports, Deloitte stated that it had performed the audits in accordance with 
+the standards of the PCAOB. 
+A) Allstate for its fiscal year 2006; 
+B) Berkshire Hathaway for its fiscal years 2005 and 2006; 
+C) Best Buy for its fiscal years 2006, 2007, 2008, and 2009; 
+D) CBOT for its fiscal year 2007; 
+E) CNA for its fiscal years 2003 and 2004;  
+F) Sears for its fiscal years 2003, 2004, and 2008; 
+G) ServiceMaster for its fiscal years 2006 and 2007; 
+H) USG for its fiscal years 2004 and 2007; and 
+I) Walgreens for its fiscal years 2004, 2005, 2006, and 2007. 
+37. The Audit Clients then filed annual reports and proxy statements with the Commission 
+that included Deloitte’s audit reports.  The Audit Clients also filed quarterly reports with the 
+Commission that had been reviewed by Deloitte. 
+38. Deloitte also represented to each of the Audit Clients at the end of each affected fiscal 
+year that it was “independent” within the meaning of the federal securities laws and therefore 
+able to serve as each client’s external auditor.  These written confirmations – commonly called 
+ISB(1) Letters (for Independence Standards Board Standard No. 1, Independence Discussions 
+With Audit Committees) – did not disclose Flanagan’s ownership or control of securities in the 
+client. Standard No. 1 was carried forward as part of the PCAOB’s interim standards when the 
+ISB ceased operations. 
+Violations 
+39. Rule 2-01(c)(1) of Regulation S-X states, in part, that:  
+An accountant is not independent if, at any point during the audit 
+and professional engagement peri od, the accountant has a direct 
+financial interest or a material indirect financial interest in the 
+accountant's audit client, such as: 
+(i) Investment in audit clients . An accountant is not independent 
+when: 
+A) ... any covered person in the firm , or any of his or her 
+immediate family members, has any direct investment in an 
+audit client, such as stocks, [or] options ...; 
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+C) ... any covered person in th e firm ... serves as voting 
+trustee of a trust, ... contai ning the securities of an audit 
+client, unless the ... covered person in the firm, ... has no 
+authority to make investment decisions for the trust or estate. 
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+40. Professional independence standards for accountants and auditors, as set forth in AICPA 
+ET Rule 101.02, and adopted by PCAOB as its interim ethical standards under Rule 3600T, state, 
+in part, that: 
+Independence shall be considered to be impaired if during the period 
+of the professional engagement a covered member had ... any direct 
+or material indirect financial interest in the client [or] was a trustee 
+... if such trust ... had ... any direct or material indirect financial 
+interest in the client and the covered member ...had the authority to 
+make investment decisions for the trust .... 
+41. Flanagan was a covered person as to all of the Audit Clients during the relevant periods. 
+42. Flanagan lacked independence under Rule 2-01(c)(1) of Regulation S-X, PCAOB Rule 
+3600T, and AICPA ET Rule 101.02 when he owned securities in the Audit Clients in accounts he 
+owned, in accounts he controlled for the benefit of family members, and in a family trust account 
+for which he served as trustee.      
+43. Rule 2-02(b)(1) of Regulation S-X requires accountants’ reports to state “whether the audit 
+was made in accordance with generally accepted auditing standards.” “[R]eferences in 
+Commission rules and staff guidance and in the federal securities laws to GAAS or to specific 
+standards under GAAS, as they relate to issuers, should be understood to mean the standards of the 
+PCAOB . . . .” SEC Release No. 34-49708.  Thus, an auditor violates Rule 2-02(b)(1) of 
+Regulation S-X if it issues a report stating that it had conducted its audit in accordance with 
+PCAOB standards when it had not.    
+44. As a result of Flanagan’s conduct described above, Deloitte violated Rule 2-02(b)(1) of 
+Regulation S-X. Deloitte’s audits and interim reviews of the Audit Clients were not conducted in 
+accordance with PCAOB standards because Flanagan, a covered person in Deloitte, lacked 
+independence as to those Audit Clients.  Flanagan willfully aided and abetted and caused Deloitte’s 
+violations of Rule 2-02(b)(1) of Regulation S-X. 
+45. Flanagan willfully aided and abetted and caused the Audit Clients’ violations of Section 
+13(a) of the Exchange Act, and Rules 13a-1 and 13a-13 thereunder, which require issuers to file 
+annual reports containing financial statements certified by independent public accountants, and 
+violations of Section 14(a) of the Exchange Act, and Rule 14a-3 thereunder, which require that 
+proxy statements contain financial statements certified by independent public accountants.   
+46. As a result of the conduct described above, Flanagan engaged in improper professional 
+conduct. For accountants, improper professional conduct includes “intentional or knowing 
+conduct, including reckless conduct that results in a violation of applicable professional standards.”  
+Rule 102(e)(1)(iv)(A).  Flanagan intentionally and knowingly owned and controlled securities of 
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+Deloitte audit clients while a covered person and thus failed to comply with Rule 2-01(c)(1) of 
+Regulation S-X, and violated PCAOB Rule 3600T and AICPA ET Rule 101.02.  
+Findings 
+47. Based on the foregoing, the Commission finds that Flanagan engaged in improper 
+professional conduct within the meaning of Rule 102(e)(1)(ii) of the Commission’s Rules of 
+Practice. 
+48. Based on the foregoing, the Commission finds that Flanagan (a) willfully aided and  
+abetted and caused Deloitte’s violations of Rule 2-02(b)(1) of Regulation S-X; and (b) willfully 
+aided and  abetted and caused the Audit Clients’ violations of Sections 13(a) and 14(a) of the 
+Exchange Act, and Rules 13a-1, 13a-13, and 14a-3 promulgated thereunder.  
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent Flanagan’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Flanagan shall cease and desist from causing any violations and any future violations 
+of Sections 13(a) and 14(a) of the Exchange Act, and Rules 13a-1, 13a-13, and 14a-3 promulgated 
+thereunder and of Rule 2-02(b)(1) of Regulation S-X. 
+B. Flanagan is denied the privilege of appearing or practicing before the Commission 
+as an accountant. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
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+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Public 
+Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making 
+Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order ("Order"), on the 
+Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC  20549-2557 
+James G. O’Keefe, Esq.  
+Chicago Regional Office 
+Securities and Exchange Commission 
+175 W. Jackson Boulevard, Suite 900 
+Chicago, IL 60604 
+Thomas P. Flanagan, CPA 
+c/o Chris C. Gair, Esq. 
+Jenner & Block LLP 
+353 N. Clark Street 
+Chicago, IL 60654-3456 
+Chris C. Gair, Esq. 
+Jenner & Block LLP 
+353 N. Clark Street 
+Chicago, IL 60654-3456 
+(Counsel for Thomas P. Flanagan) 
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21612 / August 4, 2010  Accounting and Auditing Enforcement Release No. 3164 / August 4, 2010  SEC v. THOMAS P. FLANAGAN AND PATRICK T. FLANAGAN, Civil Action No. 10 CV 4885 (N.D. Ill., filed August 4, 2010)  The Securities and Exchange Commission today charged a former Deloitte and Touche LLP partner and his son with insider trading in the securities of several of the firm's audit clients.  The SEC alleges that Thomas P. Flanagan of Chicago traded in the securities of Deloitte clients, often while serving as a liaison between those companies' management teams and Deloitte's audit engagement teams. In this role, Flanagan had access to advance earnings results and other nonpublic information from Deloitte's audit engagements with Best Buy, Sears, and Walgreens as well as the firm's consulting engagement with Motorola. Flanagan made trades in the securities of these and other companies while in possession of the confidential information, and also tipped his son Patrick T. Flanagan who then traded on the basis of the nonpublic information.  The Flanagans agreed to pay more than $1.1 million to settle the SEC's charges.  According to the SEC's complaint, filed in the U.S. District Court in Chicago, Thomas Flanagan worked at Deloitte for 38 years and rose to the position of Vice Chairman of Clients and Markets. The SEC alleges that Flanagan committed insider trading on nine occasions between 2005 and 2008 by trading in the securities of multiple Deloitte clients and a company acquired by Deloitte client Walgreens. Flanagan was in possession of nonpublic information about those clients that he learned through his duties as a Deloitte partner, including such material market-moving events as earnings results, earnings guidance, and acquisitions. Flanagan's illegal trading resulted in profits of more than $430,000. On four occasions, Flanagan relayed the nonpublic information to his son, who traded based on that information for illegal profits of more than $57,000.  In addition to the court-filed complaint alleging illegal insider trading, the SEC also instituted administrative proceedings against Thomas Flanagan, finding that he violated the SEC's auditor independence rules on 71 occasions between 2003 and 2008 by trading in the securities of nine Deloitte audit clients. Accountants are not independent if they own or control securities in the clients that they audit. The SEC's settled administrative order finds that while Thomas Flanagan owned or controlled client securities, Deloitte issued audit reports to the clients stating that the financial statements contained in the reports had been audited by an independent auditor. However, Deloitte was not independent due to Flanagan's ownership and control of the audit clients' securities. As a result, the SEC's administrative order finds that Thomas Flanagan caused and willfully aided and abetted Deloitte's violations of the SEC's auditor independence rules under Regulation S-X. Flanagan also caused and willfully aided and abetted the clients' violations of the reporting and proxy provisions of the Securities Exchange Act of 1934.  According to the SEC's complaint, Thomas Flanagan concealed his trades in the securities of Deloitte's clients and circumvented Deloitte's independence controls. He failed to report the prohibited trades to Deloitte, lied to Deloitte about his compliance with its independence policies, and provided false information to Deloitte's personal income tax preparers about the identity of the companies whose securities he traded.  As a result of their conduct, the SEC's complaint charged Thomas and Patrick Flanagan with violations of Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3. The SEC's administrative action found that Thomas Flanagan caused and willfully aided and abetted Deloitte's violations of Rule 2-02(b)(1) of Regulation S-X, and caused and willfully aided and abetted the clients' violations of Sections 13(a) and 14(a) of the Exchange Act, and Rules 13a-1, 13a-13, and 14a-3 thereunder.  Without admitting or denying the SEC's allegations in the complaint and the findings in the administrative order, Thomas Flanagan consented to the entry of an order of permanent injunction, disgorgement with prejudgment interest of $557,158, a penalty of $493,884, and a denial of the privilege of appearing or practicing before the SEC as an accountant. Without admitting or denying the SEC's allegations in the complaint, Patrick Flanagan consented to the entry of an order of permanent injunction, disgorgement with prejudgment interest of $65,614, and a penalty of $57,656.  The SEC acknowledges the assistance of FINRA and the Options Regulatory Surveillance Authority in this investigation. 								
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diff --git a/raw/aaer/2010/AAER-3165.txt b/raw/aaer/2010/AAER-3165.txt
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+ UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES ACT OF 1933 
+Release No. 9132 / August 5, 2010 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62653 / August 5, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3165 / August 5, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13994 
+In the Matter of 
+NAVISTAR INTERNATIONAL 
+CORPORATION, 
+DANIEL C. USTIAN,
+ 
+ROBERT C. LANNERT,  
+THOMAS M. AKERS, JR., 
+JAMES W. MCINTOSH,  
+JAMES J. STANAWAY,  
+ERNEST A. STINSA, 
+MICHAEL J. SCHULTZ,
+ 
+Respondents. 
+ORDER INSTITUTING CEASE-AND-
+DESIST PROCEEDINGS PURSUANT 
+TO SECTION 8A OF THE SECURITIES 
+ACT OF 1933 AND SECTION 21C OF THE 
+SECURITIES EXCHANGE ACT OF 
+1934, MAKING FINDINGS, AND IMPOSING 
+A CEASE-AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
+and-desist proceedings be, and hereby are, instituted against Navistar International Corporation 
+(“Navistar” or the “Company”), Daniel C. Ustian, Robert C. Lannert, Thomas M. Akers, Jr., James 
+W. McIntosh, James J. Stanaway, Ernest A. Stinsa, and Michael J. Schultz (collectively 
+“Respondents”) pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) and 
+Section 21C of the Securities Exchange Act of 1934 (“Exchange Act”). 
+ 
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+                                                 
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+II. 
+In anticipation of the institution of these proceedings, Respondents have each submitted 
+Offers of Settlement (the “Offers”), which the Commission has determined to accept.  Solely for 
+the purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+or conclusions contained herein, except as to the Commission’s jurisdiction over Respondents and 
+the subject matter of these proceedings, which are admitted, Respondents consent to the entry of 
+this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act 
+of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 
+a Cease-and-Desist Order (“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondents’ Offers, the Commission finds1 that: 
+A. SUMMARY 
+1. This is a financial fraud, reporting, and internal controls case against Navistar, a 
+Fortune 200 manufacturer of commercial trucks and engines, and certain current and former 
+employees.  At times from 2001 through 2005, Navistar overstated its pre-tax income by a total of 
+approximately $137 million as the result of various instances of misconduct.  Fraud at a Wisconsin 
+foundry and in connection with certain vendor rebates and vendor tooling transactions accounted 
+for approximately $58 million of that total.  The remaining approximately $79 million resulted 
+from improper accounting for certain warranty reserves and deferred expenses.  These findings do 
+not reflect a coordinated scheme by senior management to manipulate the Company’s reported  
+results or conduct committed with the intent of personal gain.  Instead, these findings reflect 
+misconduct that resulted in large part from a deficient system of internal controls, evidenced in part 
+by insufficient numbers of employees with accounting training, a lack of written accounting 
+policies and procedures, and flaws in the Company’s organizational structure.  The internal control 
+deficiencies, in turn, resulted from senior management’s failure to dedicate sufficient resources and 
+attention to the adequacy of Navistar’s accounting and reporting functions.  The deficient internal 
+controls failed to provide adequate checks on certain employees’ efforts to meet the Company’s 
+financial targets. 
+B. RESPONDENTS 
+2. Navistar, a Delaware corporation headquartered in Warrenville, Illinois, is a 
+holding company whose principal subsidiary, Navistar, Inc. (f/k/a International Truck and Engine 
+Corporation), manufactures and markets commercial trucks, school buses, diesel engines, and 
+related parts worldwide. During the relevant period, Navistar’s securities were registered with the 
+The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding 
+on any other person or entity in this or any other proceeding. 
+2
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+Commission pursuant to Section 12(b) of the Exchange Act and traded on the New York Stock 
+Exchange.  As of November 30, 2009, Navistar had 70,718,762 shares outstanding.    
+3. Daniel C. Ustian (“Ustian”), 60, of Naperville, Illinois, is Chairman, Chief 
+Executive Officer (“CEO”) and President of Navistar.  Ustian held various titles at the Company 
+during the relevant period.  From 1999 through April 2002, Ustian was President of the Engine 
+Division. In April 2002, Ustian was promoted to President and Chief Operating Officer of 
+Navistar. In February 2003, Ustian also became Navistar’s CEO.  In February 2004, Ustian was 
+elected Board Chairman.   
+4. Robert C. Lannert (“Lannert”), 70, of Burr Ridge, Illinois, was the Company’s Vice 
+Chairman and Chief Financial Officer (“CFO”) throughout the relevant period.  Lannert had direct 
+responsibility for Navistar’s accounting department and the Corporate Controller’s Office, and was 
+ultimately responsible for the Company’s internal controls.  Lannert was terminated by Navistar in 
+October 2007. 
+5. Thomas M. Akers, Jr. (“Akers”), 58, of Aurora, Illinois, was Director of Purchasing 
+for the Engine Division from April 1996 through August 2004.  He was thereafter promoted to 
+Vice President, Purchasing and Logistics and remained in that position until his retirement in 
+January 2009. 
+6. James W. McIntosh  (“McIntosh”), 60, of Naperville, Illinois, was Vice President 
+of Finance for the Engine Division throughout the relevant period.  In that position, McIntosh was 
+the CFO of the Engine Division and was directly responsible for its accounting, financial reporting, 
+and internal controls.  McIntosh was transferred to the Parts Group in January 2006 and 
+subsequently retired in May 2007. 
+7. James J. Stanaway (“Stanaway”), 64, of Springfield, Ohio, was Director of Finance 
+for the Engine Division during the relevant period through June 2004, when he retired from the 
+Company.  In that role, Stanaway reported directly to McIntosh.   
+8. Ernest A. Stinsa (“Stinsa”), 41, of Elmhurst, Illinois, replaced Stanaway as Director 
+of Finance for the Engine Division in 2004.  Stinsa left Navistar in January 2006, but rejoined the 
+Company in May 2010 in its Global Product Development division.  In his new capacity, Stinsa 
+has no direct accounting or financial reporting responsibilities. 
+9. Michael J. Schultz (“Schultz”), 45, of Waukegan, Illinois, was the Plant Controller 
+at Navistar’s foundry in Waukesha, Wisconsin, during the relevant period.  Schultz was terminated 
+in April 2005. 
+3
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+C. 	 FACTUAL FINDINGS AND CONCLUSIONS 
+1. 	 Background
+ a) 	 Navistar’s Restatement 
+10. In December 2007, the Company filed a delayed Form 10-K for fiscal 2005 that 
+included a restatement of its financial statements for fiscal years 2002-2004 and the first three 
+quarters of fiscal year 2005 (“Restatement Period”).2  For the year ended October 31, 2004, 
+Navistar restated its previously-reported pre-tax profit of $311 million to a pre-tax loss of $35 
+million.  For the year ended October 31, 2003, the previously-reported pre-tax loss of $49 
+million was restated to a pre-tax loss of $316 million. The previously-reported accumulated 
+deficit as of November 1, 2002 of $731 million was restated to an accumulated deficit of $2.4 
+billion. In all, Navistar restat ed or reclassified sixteen different items.  The restatement was 
+comprised of widely varying accounting errors, related to different individuals working at 
+different Company locations, and occurred during years of profit and years of loss.   
+11. The restatement was required because Navistar’s previously reported financial 
+statements as filed in its annual reports in Forms 10-K and its quarterly reports in Forms 10-Q 
+for the Restatement Period materially failed to comply with Generally Accepted Accounting 
+Principles (“GAAP”) and the financial reporting requirements under the securities laws.   
+b) 	 Ustian’s and Lannert’s Bonuses 
+During the Restatement Period 
+12. During the 12-month period following Navistar’s filing of its Form 10-K for fiscal 
+year 2004 (later restated), and based on the Company’s originally-reported financial results for that 
+fiscal year, Ustian and Lannert received performance-based bonuses totaling $2 million and 
+$1,049,503 (an original grant of $828,555, later corrected by an additional payment of $220,948) 
+respectively. Ustian and Lannert have not reimbursed Navistar for any portion of the bonuses they 
+received. 
+2. 	 Internal Control Deficiencies 
+13. Navistar had numerous deficiencies throughout its system of internal controls 
+during the relevant period, including fifteen material weaknesses,
+3 that were attributable, in part, to 
+2 In April 2006, the Company announced that its previously issued financial statements for fiscal years ended 
+October 31, 2002 through October 31, 2004 and its previously issued quarterly financial statements for periods after 
+October 31, 2004 should be restated.  In its December 2007 filing, the Company restated its income (loss) before 
+income tax for fiscal years 2003 and 2004 and for the first three quarters of fiscal year 2005 to reflect various 
+adjustments, including certain matters discussed herein. With respect to fiscal year 2002, the Company adjusted its 
+accumulated deficit as of November 1, 2002, to reflect corrected items that related to prior periods.  The Company 
+did not separately restate its income (loss) for fiscal year 2002. 
+3 In its Form 10-K for fiscal year 2005 (filed in December 2007), Navistar disclosed fifteen separate material 
+weaknesses in its internal controls for 2005-06. 
+4
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+the Company’s failure to dedicate sufficient resources to those controls.  For example, requests by 
+managers to hire additional employees with accounting backgrounds and to assign additional 
+employees to the Company’s accounting policies and procedures function were denied because of 
+budgetary concerns; during 2000-2001 there was only one full-time employee dedicated to the 
+policies and procedures function. The Company’s failure to address the internal control 
+deficiencies contributed to at least some of the misconduct described below.   
+14. Ustian, Lannert, and McIntosh each was responsible for certain aspects of the 
+Company’s internal controls.  Each failed to take certain steps that would have ensured the 
+Company established and maintained adequate internal controls in certain respects, and their 
+failure to act was a cause of certain of the Company’s internal control deficiencies.  Each knew or 
+should have known that the failure to act would contribute to weaknesses in those controls.   
+15. For example, in 2002, the Company’s Internal Audit department warned senior 
+management that Navistar’s accounting policies and procedures needed to be updated.  Although 
+Lannert oversaw a plan to address Internal Audit’s concerns, the policies and procedures were not 
+updated at that time because of other perceived priorities.  Additionally, McIntosh failed to 
+increase the number of Engine Division employees competently trained in GAAP despite being 
+told that additional employees with such capabilities were needed.  Deficient accounting policies 
+and procedures and an inadequate number of employees trained in accounting were among the 
+material weaknesses disclosed by the Company in its Form 10-K for fiscal year 2005.  
+16. In another instance, Lannert and the Corporate Controller’s Office proposed a 
+change to Navistar’s corporate organizational structure so that finance personnel in the Engine and 
+the Truck divisions, who were then reporting to the division operations managers, would instead 
+report directly to the CFO or the Corporate Controller’s Office.  Lannert and the Corporate 
+Controller’s Office thought that this change would allow divisional finance personnel to voice 
+more freely any concerns or questions regarding accounting issues without fear of reprisal and 
+provide support for divisional finance personnel in addressing the demands of the operational 
+managers.  Ustian decided to maintain the established reporting structure, believing it allowed 
+finance personnel to understand more fully the nature of the underlying business.  The Company 
+took no other steps to address the underlying concerns that prompted the proposal to change the 
+organizational structure. This structure contributed to the misconduct in recording vendor rebates 
+(described below), in which an Engine Division purchasing finance employee booked certain 
+questionable transactions because of feared reprisal from an Engine Division operations manager.  
+As part of the remedial steps taken in connection with its restatement, Navistar changed this 
+structure so that divisional finance personnel now report directly to the CFO. 
+5
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+3. Improper Accounting Practices at Navistar
+ a) Vendor Rebates and Vendor Tooling
+    i ) V e n d o r R e b a t e s 
+17. During the 2001 to 2004 time period, Navistar ramped up its engine production 
+beyond initial expectations and correspondingly increased its purchases of engine parts from 
+suppliers. Navistar sought to share in those suppliers’ unanticipated profits by asking them to pay 
+a portion back to the Company in the form of rebates.  Under GAAP, a company could recognize 
+rebates only when they were actually earned, i.e., when the entity had substantially accomplished 
+what was necessary to be entitled to such rebates.  Accordingly, Navistar could record the full 
+rebate as income in the then-current period only if no contingencies existed on its right to receive 
+the rebate. Conversely, the Company was prohibited from booking rebates as income in the then-
+current period if they were based on future business.    
+18. During this period, Navistar booked 35 rebates and related receivables from its 
+suppliers. Of those rebates and receivables, as many as 30 were improperly booked.  While these 
+rebates and receivables took different forms -- including volume-based rebates and so-called 
+“signing bonuses” for Navistar’s award of new business -- all were improperly booked as income 
+in their entirety upfront, even though, in whole or in part, they were earned in future periods.  The 
+Company’s eventual restatement of these rebates and receivables totaled $9.7 million of pre-tax 
+income in 2004 and $8.5 million in 2003, which represented 27.7 percent and 2.7 percent, 
+respectively, of the restated loss before income taxes for those years. 
+19. The vast majority of these receivables were volume-based rebates that Navistar 
+obtained from its suppliers at the end (or even after the end) of the fiscal year.  As contingent 
+consideration for paying these rebates, however, many suppliers required the Company either to 
+agree to new business or to repay the amount of the rebate in the form of waived price concessions 
+on already-agreed upon future business.  The Engine Division booked these rebates, often using 
+the same form letter (which in certain instances was back-dated) that falsely stated that the rebate 
+was based on past purchases and had no contingencies.  In some instances, certain Engine Division 
+employees also generated side-letter arrangements with vendors that detailed that the rebates were 
+contingent on future purchases and/or the vendor could recoup the rebate through inflated future 
+prices by which the Company would forego agreed-upon price reductions.  Additionally, these 
+side-letters stated that Navistar would refund the rebate accordingly if the Company failed to make 
+sufficient future purchases.  These side-letters made clear that these rebates had not actually been 
+earned at the time the amounts were recognized. 
+20. In one instance, “Vendor Rebate 1,” a supplier executed a form rebate letter drafted 
+by Navistar, and dated October 19, 2004, that said the supplier was providing the Company a $2.1 
+million rebate based on “2004 volume and piece price productivity improvements.”  However, the 
+very next day, October 20, 2004, the parties executed a side-letter arrangement that specifically 
+stated that half of the rebate was based on pulling forward productivity improvements expected to 
+be achieved in 2005.  Navistar also agreed to refund any shortfall to the supplier should these 
+6
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+improvements not be achieved.  Thus, the side-letter made clear that the supplier’s rebate was 
+contingent on future business with the Company.   Nevertheless, Navistar approved the rebate and 
+booked the entire dollar amount in fiscal year 2004. 
+21. Another form of these improperly-booked rebates were so-called “signing bonuses” 
+that Navistar demanded and received from certain suppliers in exchange for awarding new 
+business. Despite the fact that the suppliers’ payments were contingent on receiving that new 
+business from Navistar, the Company booked the rebates in their entirety during the then-current 
+period in which they were received, instead of when earned over the period of the future business.  
+22. In one such instance, “Vendor Rebate 2,” McIntosh contacted Stanaway four days 
+after the 2003 fiscal year-end to discuss the need to fill an earnings shortfall. Stanaway, in turn, 
+discussed the shortfall with Akers, who in exchange for promising to provide future business to a 
+particular supplier in 2004, convinced the supplier to agree to pay a $6.2 million signing bonus to 
+the Company and to provide Navistar with a letter that would allow the Company to book the 
+full amount in 2003.  The vendor had never before done business with Navistar.  Akers had 
+engaged in previous discussions with the vendor about possible future business and the payment 
+of a signing bonus, but the terms of the signing bonus were not finalized until after the 2003 
+fiscal year-end. Stanaway, who had no direct role in acquiring the rebate, then approved an entry 
+recording the $6.2 million as income in 2003.   
+23. McIntosh, Akers, and Stanaway understood that to be booked in the current period, 
+such rebates could not be contingent or otherwise based on future business.  Despite this 
+understanding, McIntosh and Akers directly negotiated or otherwise arranged for the Company to 
+enter into and book certain rebates during the then-current period knowing, or recklessly failing to 
+know, that such rebates were contingent on future business.  As recorded, these rebates were not in 
+compliance with GAAP. Additionally, McIntosh and Akers directly or indirectly approved the 
+creation and use of letters that they knew or recklessly failed to know did not reflect material 
+aspects of the transaction. 
+24. Akers initiated the concept at Navistar of seeking vendor rebates based on volume 
+increases and often supervised the employees negotiating the vendor rebates and related 
+receivables. In several instances, including Vendor Rebate 1 and Vendor Rebate 2, Akers directly 
+or indirectly approved rebates that he knew, or recklessly failed to know, were tied to future 
+business but would nonetheless be booked in the then-current period.  Akers participated directly 
+in the negotiations of multiple rebates and, in certain instances, personally received both a “clean 
+letter” and “side-letter” for the same rebate, which was evidence that the rebate had contingencies. 
+25. As CFO of the Engine Division, McIntosh was responsible for the accounting for 
+all Engine receivables during the relevant period, including all vendor rebates.  McIntosh was 
+involved in the planning of at least three rebates, including Vendor Rebate 2, knowing, or 
+recklessly failing to know, that they were contingent on future business but would nonetheless be 
+booked in their entirety in the then-current period.    
+7
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+26. As Director of Engine Finance, Stanaway approved the recording of receivables 
+from fiscal 2001 through 2003, including all vendor rebates.  Stanaway typically was not involved 
+in the negotiation of vendor rebate agreements or the procuring of “clean” letters that supported the 
+booking of such rebates, and usually became involved in these transactions only at the final 
+approval stage.  Despite his lack of involvement in obtaining these vendor rebates, Stanaway  
+approved the booking of certain rebates as income, including the booking of Vendor Rebate 2, 
+knowing, or recklessly failing to know, that they were contingent on future business and should not 
+be booked as income in the current period. Stanaway had little accounting background or formal 
+training in GAAP at the time of the transactions. 
+27. Stinsa succeeded Stanaway for a relatively brief period, from July 2004 until 
+January 2006. As Stanaway’s successor, Stinsa was not involved in the negotiation of vendor 
+rebate agreements or the procuring of “clean” letters that supported the booking of such rebates.  
+Instead, Stinsa became involved in the vendor rebate process only when asked on a sporadic basis 
+to approve booking certain rebates.  While authorized to approve booking these receivables, 
+Stinsa’s primary responsibilities did not include these transactions, and he had little accounting 
+background or formal training in GAAP at the time of the transactions.  For example, Stinsa did 
+not specifically know whether booking so-called “signing bonuses” into income in the then-current 
+period was consistent with GAAP; instead, he assumed it was, because he knew the Company had 
+a practice of soliciting and booking such receivables.  In fiscal 2004, Stinsa erroneously approved 
+the booking of a $4 million signing bonus based on a letter that, while expressly stating that the 
+bonus was unconditional, also stated that the payment concerned the award of “new” business.  
+Stinsa should have inquired whether the receivable was, in fact, contingent on the vendor’s 
+expected new business with Navistar.  Stinsa erroneously approved the booking of two other 
+vendor rebates in fiscal 2004, including another signing bonus and a volume-based rebate.  In 
+approving these rebates without sufficient inquiry, Stinsa directly or indirectly caused Navistar to 
+enter a false financial book, record or account.     
+ii) Vendor Tooling 
+28. Prior to 2003, Navistar periodically entered into amortization agreements 
+concerning the cost of tooling with vendors.  Under these arrangements, the vendors purchased the 
+tooling they used to make parts sold to Navistar, and the Company repaid the suppliers for those 
+tooling costs through amortization payments incorporated in the piece-price rates of the parts 
+ultimately sold to Navistar.  In 2003, the Company determined that in some instances, instead of 
+continuing these amortization payments, the Company would benefit (in part through beneficial 
+accounting treatment) by purchasing the tooling outright from the suppliers and depreciating the 
+tooling costs going forward over a longer period.  Consequently, in 2003, the Company initiated a 
+program pursuant to which Navistar arranged to terminate certain of these amortization agreements 
+and acquired the tooling via lump sum payments to the suppliers. However, instead of paying 
+suppliers the remaining unamortized tooling cost as of the 2003 purchase date, the Company paid 
+the suppliers a dollar amount equivalent to the unamortized tooling cost as of the beginning of the 
+2003 fiscal year. Since Navistar had already been paying amortization to the suppliers since the 
+start of that fiscal year (i.e., November 1, 2002), the Company arranged to receive back from those 
+suppliers a “rebate” equivalent to those year-to-date amortization payments.  The Company then 
+8
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+improperly booked these rebates into income.  In addition, the Company improperly deferred 
+depreciation costs related to the tooling buybacks.4 
+29. In 2003, two Navistar employees approached the Company’s outside auditor 
+regarding the accounting for certain contemplated tooling buyback transactions.  After learning of 
+the planned accounting for the program, e-mails indicate that the auditor informed the employees 
+that the recapture and booking of previously-paid amortization into income was improper.  While 
+certain transactions were booked in fiscal year 2003 because they were believed to be of 
+immaterial dollar amounts, e-mails indicate that the auditor informed the Company that no such 
+transactions would be permitted in fiscal year 2004.  Despite being informed of these 
+developments, McIntosh used a “60-day rule” and authorized Engine Division employees in 2004 
+to record 60 days of amortization recaptured as income based on the Company’s payment terms.  
+In so doing, McIntosh disregarded employees’ warnings that continuing to record the recapture of 
+amortization as income would be inconsistent with the auditor’s guidance on the accounting.    
+30. In disregarding that guidance, McIntosh knew or recklessly failed to know that 
+Navistar booked income in violation of GAAP.  In 2004, the Company restated a total of $1.6 
+million in income related to the vendor tooling buyback program, or 4.6 percent of the restated loss 
+before income taxes for that year.5
+ b) Waukesha 
+31. From 2001 to 2005, Schultz, the Waukesha plant controller, engaged in various 
+fraudulent accounting practices that collectively caused income during that period to be overstated 
+by a total of approximately $38 million.  Specifically, Schultz’s conduct included the following:  
+Accounts Payable.  From early 2003 through 2005, Schultz directed the plant 
+manager of accounting to delay processing certain vendor invoices that had been received and to 
+refrain from accruing those unprocessed invoices in accounts payable as current period expenses in 
+order to help reach certain plant financial goals.    
+4 The following hypothetical example illustrates how the program worked.  As of November 1, 2002, 
+Navistar has a balance due on tooling to a supplier of $3 million.  From November 1, 2002 through May 31, 2003, 
+Navistar pays $1 million in amortization for the tooling.  On May 31, 2003, Navistar decides to purchase the tooling 
+outright, stop paying and recording amortization expenses, and begin recording depreciation.   At the May 31 sale 
+date, based on its amortization payments to date, Navistar’s outstanding obligation to the supplier is $2 million.  But 
+instead of paying the supplier $2 million for the tooling, Navistar pays the supplier the tooling’s balance due as of 
+November 1, 2002, i.e., $3 million.  Since Navistar had already paid $1 million in amortization for the tooling from 
+November 1, 2002, Navistar requires the supplier to simultaneously pay the Company a rebate of $1 million, i.e., the 
+previously-paid amortization.   The Company then incorrectly records the $1 million rebate as a reduction in the cost 
+of goods sold, increasing income for the May 2003 quarter.  Instead, the Company should have either only paid the 
+remaining balance due on the tooling at the time of purchase without booking a rebate to income or it should have 
+netted the two transactions and effectively recorded the tooling purchase for the balance due at the time of purchase. 
+5 In its restatement, Navistar combined the adjustments to net income that resulted from vendor rebates and 
+vendor tooling into a single line item.  For fiscal year 2004, the combined adjustment resulting from vendor rebates 
+and vendor tooling was $11.3 million of pre-tax income, or 32.3 percent of the restated pre-tax loss for that year. 
+9
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+Inventory.  From about 2001 through 2005, Schultz directed the plant manager of 
+accounting to alter the Waukesha inventory numbers at the end of every month in order to improve 
+the plant’s financial operating results.  Schultz failed to utilize Waukesha’s designated accounting 
+software in accounting for the inventory movements and usage and instead tracked the inventory 
+manually, which made it easier for him to record erroneous totals.  When periodic physical 
+inventory counts taken at the plant found the recorded inventory balances to be overstated, Schultz 
+failed to record appropriate adjustments to lower the inventory balances.  As a result of this 
+conduct, Waukesha’s books falsely indicated the plant had $11 million in inventory that did not 
+exist, and consequently understated materials expenses by that amount. 
+Deferred Costs Pursuant to Purported Contractor Arrangement. Schultz deferred 
+certain costs relating to a purported arrangement with a contractor that provided services relating to 
+parts manufactured at Waukesha.  Pursuant to a purported side agreement entered into by a former 
+Waukesha employee, Waukesha had agreed to pay higher upfront costs to the contractor as a 
+means to help finance the start-up of the contractor’s business. In return, the contractor 
+purportedly agreed to reduce its prices to Navistar in future periods.  The agreement was not in 
+writing; additionally, there was no evidence that the contractor guaranteed to repay any specified 
+higher upfront costs.  Nevertheless, beginning in 2002, Schultz deferred the entire dollar amount of 
+certain of the contractor’s invoices (i.e., not just a portion representing higher upfront amounts paid  
+to the contractor), effectively understating expenses in order to “smooth out earnings.”  Schultz 
+deferred approximately $2.4 million of those costs in the first quarter of fiscal 2003, and another 
+$700,000 in the third quarter of fiscal 2003.    
+Deferred Costs Involving Manufacturing Line. Schultz also improperly deferred 
+certain costs related to Waukesha’s installation of a new manufacturing line. Before installation of 
+the manufacturing line was complete, the general contractor stopped work and filed for 
+bankruptcy. As a result, the Company was required to pay off subcontractors’ liens and pay to 
+have the installation completed by other subcontractors.  From 2002 through 2005, Schultz 
+deferred about $3 million that Navistar incurred in start-up expenses under the supposed theory 
+that the Company would recover those costs from the bankrupt general contractor.    
+32. Schultz engaged in the aforementioned conduct in an attempt to improve 
+Waukesha’s financial results.  The aggregate monetary impact of Schultz’s accounting misconduct 
+was material to Navistar’s financial statements.  Schultz knew or recklessly failed to know that the 
+actions described above were not in compliance with GAAP.    
+c) Warranty Reserve 
+33. Beginning in fiscal year 1999, the Engine Division assumed responsibility for 
+accounting for its warranty reserve, which reflected the Company’s estimated future warranty costs 
+on engines installed in the majority of Navistar manufactured trucks.  The warranty accrual 
+estimate process began with the Engine Division’s Reliability & Quality (“R&Q”) group, which 
+generated an estimated warranty cost per unit, or CPU, for each engine sold. This calculation 
+incorporated certain “above-the-line” items, including well-established or known steps (e.g., 
+10
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+                                                 
+   
+  
+   
+implemented engineering fixes) that were viewed, based on historical trends or data, to have 
+effectively reduced warranty costs.  The CPU was the primary basis for the warranty reserve 
+amount; the higher the CPU, the higher the reserve.  
+34. The warranty reserve-setting process should have been governed by accounting 
+rules related to contingent liabilities.  Pursuant to Statement of Financial Accounting Standards 
+(“SFAS”) No. 5, Accounting for Contingencies - Appendix A; With Respect to Obligations 
+Related to Product Warranties and Product Defects, warranty reserves must be established when 
+it is probable that a liability has been incurred and the amount of the loss can be reasonably 
+estimated. 
+35. When R&Q’s CPU calculation was presented to Stanaway, and then ultimately to 
+McIntosh, both typically stated that the initial estimated reserve number was too high for the 
+Engine Division’s business plan.  Without sufficient consideration for the relevant accounting 
+rules, Stanaway and McIntosh typically then directed R&Q to add certain “below-the-line” items 
+to the warranty reserve calculation process because they thought these items would reflect potential 
+reductions that the Company hoped to achieve in future warranty costs.  These “below-the-line” 
+items included anticipated vendor reimbursements and engineering fixes6 that lacked historical 
+trend or other data evidencing their likely effectiveness.  For example, Stanaway and McIntosh 
+directed R&Q to include anticipated vendor reimbursements in the warranty reserve calculation 
+despite the lack of any specific language in the vendor contracts providing for such recoveries.  
+Instead, the Company relied on the existence of standard provisions in supply agreements or the 
+Illinois Commercial Code to support the contemplated vendor reimbursements.  During the 
+relevant period, approximately 50 percent of the vendor recoveries deducted below the line from 
+warranty reserve calculations were based on something other than specific contractual language.  
+Moreover, the Company often did not receive reimbursements from vendors for engine warranty 
+claims.  Stanaway and McIntosh also directed the inclusion in the warranty accrual calculation of 
+anticipated engineering fixes that lacked historical and empirical data evidencing their likely 
+effectiveness. Certain anticipat ed fixes were incorporated into the CPU calculation before they 
+had even been implemented.  At McIntosh and Stanaway’s insistence, R&Q included these 
+“below-the-line” items in its warranty reserve calculation, and these components consistently 
+reduced the warranty reserve. 
+36. The inclusion of these anticipated vendor reimbursements and engineering fixes 
+was not in compliance with GAAP.  Stanaway and McIntosh knew or should have known that the 
+warranty reserve-setting process was governed by accounting rules relevant to contingent 
+liabilities, yet failed to consider or apply such rules in establishing Navistar’s warranty reserve.  
+Stanaway and McIntosh also knew or should have known that including anticipated vendor 
+reimbursements and engineering fixes without data evidencing their effectiveness was not in 
+compliance with GAAP. 
+Vendor reimbursements concerned payments that Navistar sought to receive from manufacturers of the 
+failed engine parts that were the source of warranty claims against the Company.  Engineering fixes included engine 
+design changes (e.g., modifications to engines not yet built) and service kits (e.g., modifications implemented after 
+sale to address engine problems that arose in the field). 
+11
+ 
+6 
+ 
+ 
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+                                                 
+     
+    
+   
+  
+  
+ 37. The below-the-line items inappropriately included in the reserve calculation caused 
+the warranty expense to be understated by $17 million in fiscal year 2002 and by $18.5 million in 
+fiscal year 2003. The $18.5 million total represented 5.9 percent of the restated loss before income 
+tax for that year.  
+4. Reporting Failures Regarding Certain Deferred Start-up Costs 
+38. In 2000, the Company entered into a long-term supply contract (the “Agreement”) 
+with an automobile manufacturer (the “Automaker”) to develop and manufacture V-6 diesel 
+engines commencing with model year 2002 and extending through 2012.  From the fourth quarter 
+of 2001 through the fourth quarter of 2002, the Company incurred substantial start-up costs 
+relating to the Agreement, including expenses developing the engine, constructing a plant in 
+Huntsville, Alabama, and leasing engine assembly assets.  The Company began deferring some of 
+these start-up costs in the fourth quarter of fiscal 2001 and as of the fourth quarter of 2002 had 
+accumulated $57 million of deferred pre-production costs.  Production of these engines was 
+continually delayed by the Automaker until October 2002, when it cancelled the Agreement and 
+discontinued its V-6 engine program with Navistar.  
+39. Relevant accounting rules provided that such start-up costs could be deferred only 
+if there existed an objectively verified and measured contractual guarantee of reimbursement.  See 
+FASB Emerging Issues Task Force Issue No. 99-5, Accounting for Pre-Production Costs Related 
+to Long-Term Supply Arrangements (“EITF 99-5”).  
+40. The terms of the Agreement standing alone did not provide for reimbursement in a 
+manner sufficient to satisfy the requirements for start-up cost deferral pursuant to EITF 99-5.  The 
+start-up costs could be appropriately deferred only if the Company had received from the 
+Automaker a written guarantee of specific reimbursement.  Without such a written guarantee, the 
+Company was not entitled to defer these costs.   
+41. The Company never received from the Automaker a sufficiently specific written 
+guarantee of reimbursement.  Beginning in September 2001 and continuing until October 2002, 
+when the Automaker cancelled the Agreement, Company management repeatedly sought such a 
+guarantee in the form of a letter.  These efforts were continually rebuffed by the Automaker. 
+42. Nevertheless, the Company, through its senior accounting staff, deferred these start-
+up costs from the fourth quarter of 2001 through the fourth quarter of 2002.  Specifically, the 
+Company deferred $4.3 million in the fourth quarter of fiscal year 2001, $12.8 million in the first 
+quarter of fiscal year 2002, and $13.3 million in each of the second and third quarters of fiscal year 
+2002.
+7 
+7 The Company did not file an adjusted consolidated statement of operations for fiscal year 2002 or for the 
+2002 quarterly periods. See supra n. 2.   Nevertheless, the dollar amounts that were deferred instead of being 
+expensed are considered material for each of the first three quarters of fiscal year 2002.  The $12.8 million and the 
+$13.3 million totals represent 12.5 percent, 65.5 percent, and 25.4 percent, respectively, of the Company’s 
+previously reported loss before income tax if adjusted to reverse these deferrals for each of the first three quarters of 
+fiscal year 2002. 
+12
+
+ 
+ 
+ 
+ 
+ 
+  
+ 
+  
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+   
+ 
+ 
+ 
+43. These deferred start-up costs were not in compliance with GAAP. While senior 
+management did receive oral assurances from Navistar senior managers that the Automaker had in 
+fact committed to reimburse the Company for these start-up costs and Navistar’s outside auditor 
+was aware of and accepted the continuing deferral, the Company should not have allowed the 
+deferral because it had not received the aforementioned written guarantee of reimbursement.  
+Navistar, like all issuers registered with the Commission, is ultimately responsible for the accuracy 
+of its books, records and accounts.
+ 5. Reporting Failures Regarding the Company’s Parts Segment 
+44. GAAP and Commission rules require an issuer to report specified operating result 
+items for each business unit that is determined to be a reportable segment.   See SFAS No. 131, 
+Disclosures about Segments of an Enterprise and Related Information; Regulation S-K, Item 
+303(A); Financial Reporting Release 54; Section 501.06 of the Financial Reporting Codification. 
+Whether a particular business unit is a reportable segment turns on the manner in which 
+management makes operating decisions and assesses the performance of such units.  The segment 
+reporting requirements are intended to enable investors to see an entity “through the eyes of 
+management.”    
+45. Prior to the restatement, Navistar disclosed that it had three reportable segments: 
+Truck, Engine, and Financial Services.  These business units met the qualifications for segments 
+because: (1) they earned revenues and incurred expenses; (2) they had their operating results 
+regularly reviewed by the CEO; and (3) discrete financial information was available for each.   
+46. However, another Navistar business unit, the Parts group, also met the segment 
+reporting criteria.  The CEO and the Board received separate monthly financial results, including 
+sales and income, for Engine, Truck and Parts.  Additionally, in the fourth quarter of fiscal year 
+2003, the Company announced a reorganization making the head of the Parts group a President – a 
+co-equal with Engine and Truck – reporting directly to the CEO.  The restructuring better enabled 
+the CEO to evaluate, analyze, and make direct resource decisions for the Parts group based on the 
+financial information available.  As a result, the CEO and the Board were internally provided a 
+transparent view of how Engine, Truck and Parts were performing independently of one another.   
+47. Nevertheless, from the first quarter of fiscal year 2004 through the third quarter of 
+2005, Navistar failed to report Parts as a segment in its publicly-filed financial statements and 
+notes, and instead allocated the Parts group’s results between the Truck and Engine divisions’ 
+results. As a result, investors were unable to view the Parts group in the same manner as were 
+senior management and the Board.  The Company’s Forms 10-K for at least fiscal year 2004 and 
+Forms 10-Q for 2004 and the first three quarters of 2005 failed to provide complete segment 
+information required by GAAP and Commission rules.  
+13
+ 
+ 
+  
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+D. APPLICABLE LAW 
+1. Section 17(a)(1) of the Securities Act prohibits fraudulent conduct in the offer or 
+sale of securities.  Section 10(b) of the Exchange Act and Rule 10b-5 thereunder prohibit 
+fraudulent conduct in connection with the purchase or sale of securities.  Establishing violations of 
+these provisions requires a showing of scienter.  Aaron v. SEC, 446 U.S. 680, 695, 702 (1980).  
+Scienter is “a mental state embracing intent to deceive, manipulate, or defraud.”  Ernst & Ernst v. 
+Hochfelder, 425 U.S. 185, 193 n.12  (1976).  Recklessness can satisfy the scienter requirement. See 
+David Disner, 52 S.E.C. 1217, 1222 & n.20 (1997); SEC v. Steadman, 967 F.2d 636, 641-42 (D.C. 
+Cir. 1992). Reckless conduct is conduct that is “highly unreasonable and . . . represents ‘an 
+extreme departure from the standards of ordinary care . . . to the extent that the danger was either 
+known to the defendant or so obvious that the defendant must have been aware of it.’” Rolf v. 
+Blyth, Eastman Dillion & Co., 570 F.2d 38, 47 (2d Cir. 1978) (quoting Sanders v. John Nuveen & 
+Co., 554 F.2d 790, 793 (7th Cir. 1977)). 
+2. Section 17(a)(2) of the Securities Act prohibits obtaining money or property by 
+means of untrue statements of material fact or misleading omissions of material fact in the offer or 
+sale of securities. Section 17(a)(3) of the Securities Act prohibits engaging in transactions, 
+practices or courses of business which operate or would operate as a fraud or deceit upon the 
+purchaser in the offer or sale of securities.  Establishing violations of Sections 17(a)(2) and 
+17(a)(3) does not require a showing of scienter; instead, a showing of negligence is sufficient.  
+Aaron v. SEC, 446 U.S. at 697 & 701-02; Weiss v. SEC, 468 F.3d 849, 855 (D.C. Cir. 2006).  
+Negligence is the failure to exercise reasonable care or competence.  Byron G. Borgardt, 80 SEC 
+Docket 3559, 3577 & n.35 (Aug. 25, 2003).    
+3. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require 
+all issuers with securities registered under Section 12 of the Exchange Act to file annual and 
+quarterly reports on Form 10-K and Form 10-Q, respectively.  Exchange Act Rule 12b-20 further 
+requires that, in addition to the information expressly required to be included in such reports, the 
+issuer must include such additional material information as may be necessary to make the required 
+statements, in light of the circumstances under which they were made, not misleading. The 
+obligation to file these periodic reports includes the obligation that they be complete and accurate 
+in all material respects. See SEC v. IMC Int'l, Inc., 384 F. Supp. 889, 893 (N.D. Tex.), aff'd mem., 
+505 F.2d 733 (5th Cir. 1974).  No showing of scienter is necessary to establish a violation of 
+Section 13(a) of the Exchange Act or Rules 13a-1, 13a-13 or 12b-20.  See SEC v. McNulty, 137 
+F.3d 732, 740-741 (2d Cir. 1998).  
+4. Section 13(b)(2)(A) of the Exchange Act requires issuers to “make and keep books, 
+records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and 
+dispositions of the assets of the issuer.” Exchange Act Rule 13b2-1 prohibits persons from directly 
+or indirectly falsifying or causing to be falsified any book, record, or account subject to Section 
+13(b)(2)(A) of the Exchange Act.  Establishing violations of these provisions does not require a 
+showing of scienter.   See SEC v. World-Wide Coin Inv., Ltd., 567 F. Supp 724, 749-50 (N.D. Ga. 
+1983); SEC v. McNulty, 137 F.3d 732 (2d Cir. 1998).  
+14
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+    
+ 
+ 
+ 
+  
+ 
+ 
+                                                 
+    
+ 
+   
+   
+ 
+5. Section 13(b)(2)(B) of the Exchange Act requires all reporting companies to devise 
+and maintain a system of internal controls sufficient to provide reasonable assurances that 
+transactions are recorded as necessary to permit preparation of financial statements in conformity 
+with GAAP. 
+6. Section 304(a) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) provides 
+that if an issuer is required to restate its financials due to material noncompliance with the 
+securities laws as a result of misconduct, then the CEO and CFO shall reimburse the issuer for 
+bonuses, incentive or equity-based compensation, and/or trading profits they received during the 
+twelve-month period following the first public issuance or filing with the Commission of the 
+financial document required to be restated.  Section 304(a) creates an obligation on the part of 
+CEOs and CFOs to reimburse issuers by stating that, if its elements are satisfied, the CEO and 
+CFO “shall” reimburse the issuer.  If the CEO and CFO do not voluntarily reimburse the issuer, the 
+Commission can bring an enforcement action to compel reimbursement.   See Sarbanes-Oxley 
+Section 3(b). Section 304 does not require that a CEO or CFO engage in misconduct to trigger the 
+reimbursement requirement.  Rather, the reimbursement requirement can be triggered by an 
+issuer’s misconduct.  Since a company can only act through its employees and agents, the 
+misconduct of others within the company may be imputed to the company and trigger the 
+reimbursement requirement.   
+7. To “cause” a securities law violation under Section 8A of the Securities Act or 
+Section 21C of the Exchange Act, three elements must be established: (1) a primary violation, (2) 
+an act or omission by the respondent that was a cause of the violation; and (3) the respondent 
+knew, or should have known, that his conduct would contribute to the violation.  Robert M. Fuller, 
+80 SEC Docket 3539, 3545 (Aug. 25, 2003). The Commission need not show that respondent's 
+conduct was a proximate cause of the primary violations.  Rita J. McConville, 85 SEC Docket 
+3127, 3146 n.45 (June 30, 2005), pet. denied, 465 F. 3d 780 (7th Cir. 2006).  Negligence is 
+sufficient to establish liability for causing a primary violation that does not require scienter.  
+KPMG Peat Marwick LLP, 74 SEC Docket 384, 421 (Jan. 19, 2001), reh'g denied, 74 SEC Docket 
+1351 (Mar. 8, 2001), pet. denied, 289 F.3d 109 (D.C. Cir. 2002), reh'g en banc denied, 2002 U.S. 
+App. LEXIS 14543 (D.C. Cir. July 16, 2002).  
+E. VIOLATIONS
+8 
+1. As a result of the conduct described above, Navistar violated Sections 13(a) and 
+13(b)(2)(A) of the Exchange Act and Rules 13a-1, 13a-13, and 12b-20 thereunder in connection 
+with the vendor rebates, vendor tooling, warranty reserve, deferred expenses, and segment 
+reporting matters, and Section 13(b)(2)(B) of the Exchange Act in connection with internal 
+controls requirements;  
+This matter is related to a civil action, Securities and Exchange Commission v. James W. McIntosh, Thomas 
+M. Akers, Jr.,  James J. Stanaway, Ernest A. Stinsa, and Michael J. Schultz, filed in the United States District Court for 
+the Northern District of Illinois, in which these individual respondents have consented to pay civil penalties as follows: 
+McIntosh – $150,000; Akers – $100,000; Stanaway – $50,000; and Stinsa – $25,000.  A civil penalty was not imposed 
+against Respondent Schultz because of a demonstrated inability to pay. 
+15
+ 
+8 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+2. As a result of the conduct described above, Ustian and Lannert  were a cause of 
+Navistar’s violations of Section 13(b)(2)(B) of the Exchange Act regarding internal controls; 
+3. As a result of the conduct described above, McIntosh violated Section 17(a) of the 
+Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder and  
+was a cause of the Company’s violations of Section 13(b)(2)(A) in connection with the vendor 
+rebates/vendor tooling matter; violated Sections 17(a)(2) and 17(a)(3) of the Securities Act in 
+connection with the warranty reserve matter; and was a cause of Navistar’s violations of Section 
+13(b)(2)(B) of the Exchange Act regarding internal controls; 
+4. As a result of the conduct described above, Akers violated Section 17(a) of the 
+Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder and  
+was a cause of the Company’s violations of Section 13(b)(2)(A) of the Exchange Act in connection 
+with the vendor rebates matter;  
+5. As a result of the conduct described above, Schultz violated Section 17(a) of the 
+Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder and  
+was a cause of the Company’s violations of Section 13(b)(2)(A) of the Exchange Act in connection 
+with the Waukesha matter;  
+6. As a result of the conduct described above, Stanaway violated Sections 17(a)(2) and 
+17(a)(3) of the Securities Act in connection with the warranty reserve matter; and violated 
+Exchange Act Rule 13b2-1 and was a cause of McIntosh’s and Akers’ violations of Section 17(a) 
+of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and was a 
+cause of the Company’s violations of Section 13(b)(2)(A) of the Exchange Act, in connection with 
+the vendor rebates matter; and  
+7. As a result of the conduct described above, Stinsa violated Exchange Act Rule 
+13b2-1 and was a cause of the Company’s violations of Section 13(b)(2)(A) of the Exchange Act 
+in connection with the vendor rebates matter.  
+F. NAVISTAR’S REMEDIAL EFFORTS AND COOPERATION 
+In determining to accept Navistar’s Offer of Settlement and not impose a civil penalty 
+against the Company, the Commission considered the remedial acts undertaken by Navistar and 
+cooperation it afforded the Commission staff.  The cooperation included the Company’s decision 
+to conduct an independent investigation.  Navistar’s remedial steps, implemented in response to the 
+independent investigation’s findings and in order to cure material weaknesses in the Company’s  
+internal controls, included: terminating or removing from financial reporting responsibilities 
+various employees who were identified in the internal investigation as having committed 
+intentional misconduct; adding more than 100 new finance and accounting employees with 
+accounting backgrounds, including a new Director of Accounting Compliance and new accounting 
+compliance managers and analysts in the Truck and Engine divisions; creating a new position, 
+Corporate Compliance Officer, who is responsible for overseeing compliance with federal and 
+16
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+state law and Company policy; realigning reporting chains so that finance personnel within the 
+Engine and Truck divisions now report directly to the CFO, and not to operations managers; 
+engaging consultants to improve warranty cost accounting models and methodologies; 
+implementing new accounting policies and procedures; and instituting new employee training on 
+internal controls and ethics.
+ G. UNDERTAKINGS 
+1. The goal of these undertakings is to achieve voluntary compliance with Section 304 
+of Sarbanes-Oxley.   
+2. To satisfy the forfeiture provisions of Section 304 of Sarbanes-Oxley, Ustian shall 
+tender to the Company a sufficient number of shares of unrestricted Navistar common stock 
+currently owned by Ustian to produce proceeds of $1,320,000 net of fees and commissions at the 
+time of transfer.  The time of transfer shall be the intraday market price at the time the shares 
+leave Ustian’s possession as determined by Ustian’s brokerage firm.  The $1,320,000 total 
+represents a pro rata portion of Ustian’s 2004 bonus based on the percentage of the Restatement 
+Period during which Ustian was CEO of the Company.  Ustian may make these transfers of stock 
+on one or more occasions, so long as he completes the tender within 90 days after institution of 
+this Order. Counsel for the Company shall conf irm receipt of the shares from Ustian and the 
+intraday price, the number of shares transferred, and the time the shares left Ustian’s possession.  
+This confirmation shall be sent to C. Joshua Felker, Assistant Director, Division of Enforcement, 
+Securities and Exchange Commission, 100 F St., N.E., Washington, D.C. 20549-5030, within 
+seven days following the close of the 90-day period. 
+3. To satisfy the forfeiture provisions of Section 304 of Sarbanes-Oxley, Lannert 
+shall pay the Company a total of $1,049,503, representing his 2004 bonus, within 90 days after 
+institution of this Order. Th e payments shall be by certified check, bank cashier’s check, or 
+United States postal money order payable to Navistar International Corporation, and shall be 
+delivered or mailed to Navistar International Corporation, c/o Curt A. Kramer, Associate General 
+Counsel and Secretary, Navistar, Inc., 4201 Winfield Road, P.O. Box 1488, Warrenville, IL 60555,  
+and shall be submitted under cover letter that identifies Lannert as a respondent in these 
+proceedings and the file number of these proceedings.  A copy of the letter and check or money 
+order shall be sent to C. Joshua Felker, Assistant Director, Division of Enforcement, Securities and 
+Exchange Commission, 100 F St., N.E., Washington, D.C. 20549-5030.   
+4. In determining whether to accept Ustian’s and Lannert’s Offers of Settlement, the 
+Commission has considered these undertakings.  Ustian and Lannert agree that if the Division of 
+Enforcement believes that they have not satisfied these undertakings, it may petition the 
+Commission to reopen this matter to compel compliance with Section 304 of Sarbanes-Oxley and 
+determine whether additional sanctions are appropriate. 
+17
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+  
+ 
+  
+ 
+  
+ 
+  
+ 
+  
+ 
+         
+        
+   
+ 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondents’ Offers. 
+Accordingly, it is hereby ORDERED that: 
+A. Navistar shall cease and desist from committing or causing any violations and any 
+future violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 
+12b-20, 13a-1, and 13a-13 thereunder;  
+B. Ustian shall cease and desist from causing any violations and any future violations 
+of Section 13(b)(2)(B) of the Exchange Act;   
+C. Lannert shall cease and desist from causing any violations and any future violations 
+of Section 13(b)(2)(B) of the Exchange Act;   
+D. McIntosh shall cease and desist from committing or causing any violations and any 
+future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and 
+Rules 10b-5 and 13b2-1 thereunder and from causing any violations and any future violations of 
+Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act;  
+E. Akers shall cease and desist from committing or causing any violations and any 
+future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and 
+Rules 10b-5 and 13b2-1 thereunder and from causing any violations and any future violations of 
+Section 13(b)(2)(A) of the Exchange Act; 
+F. Schultz shall cease and desist from committing or causing any violations and any 
+future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and 
+Rules 10b-5 and 13b2-1 thereunder and from causing any violations and any future violations of 
+Section 13(b)(2)(A) of the Exchange Act; 
+G. Stanaway shall cease and desist from committing or causing any violations and any 
+future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and 
+Rules 10b-5 and 13b2-1 thereunder and from causing any violations and any future violations of 
+Section 13(b)(2)(A) of the Exchange Act; and 
+H. Stinsa shall cease and desist from committing or causing any violations and any 
+future violations of  Exchange Act Rule 13b2-1 and from causing any violations and any future 
+violations of Section 13(b)(2)(A) of the Exchange Act. 
+ B y t h e C o m m i s s i o n .
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+18
+ 
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+UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62654 / August 5, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3166 / August 5, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13995 
+In the Matter of 
+MARK T. SCHWETSCHENAU, 
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE AND CEASE-AND-DESIST 
+PROCEEDINGS PURSUANT TO SECTIONS 4C 
+AND 21C OF THE SECURITIES EXCHANGE 
+ACT OF 1934 AND RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS AND A 
+CEASE-AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative and cease-and-desist proceedings be, and hereby are, instituted against Mark T. 
+Schwetschenau (“Schwetschenau” or “Respondent”) pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(ii) of the Commission’s 
+Rules of Practice. 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (“Offer”) which the Commission has determined to accept.  Solely for the purpose of 
+these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
+which the Commission is a party, and without admitting or denying the findings or conclusions  
+contained herein, except as to the Commission’s jurisdiction over Respondent and the subject 
+matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 
+Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 
+21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of 
+Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order 
+(“Order”), as set forth below.   
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+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 
+A. Respondent 
+1. Mark T. Schwetschenau, 54, of Glen Ellyn, Illinois, was the Corporate Controller 
+and principal accounting officer of Navistar International Corporation (“Navistar” or the 
+“Company”) from 1998 through February 2006.  Schwetschenau was one of several senior officers 
+responsible for certain aspects of the Company’s internal controls.  Among other things, he was 
+directly responsible for Navistar’s accounting policies and procedures.  Schwetschenau is a 
+registered certified public accountant in Illinois.  During the relevant period, Schwetschenau was a 
+member of The American Institute of Certified Public Accountants (“AICPA”).
+ B. Related Entity 
+2. Navistar, a Delaware corporation headquartered in Warrenville, Illinois, is a 
+holding company whose principal subsidiary, Navistar, Inc. (f/k/a International Truck and Engine 
+Corporation), manufactures and markets commercial trucks, school buses, diesel engines, and 
+related parts worldwide. During the relevant period, Navistar’s securities were registered with the 
+Commission pursuant to Section 12(b) of the Exchange Act and traded on the New York Stock 
+Exchange.  As of November 30, 2009, Navistar had 70,718,762 shares outstanding.    
+C. Factual Findings and Conclusions 
+1. Internal Controls 
+3. In December 2007, Navistar filed a delayed Form 10-K for fiscal year 2005 that 
+disclosed various material weaknesses in its internal accounting controls for 2005-06.  One of 
+those material weaknesses concerned the Company’s lack of a formalized process for “monitoring, 
+updating, disseminating, and implementing GAAP-compliant accounting policies and procedures.”    
+4. In 2002, the Company’s Internal Audit department had advised senior management, 
+including Schwetschenau, that Navistar’s financial policies and procedures “have not been updated 
+to keep pace with the changing business environment, which increases the risk of financial 
+reporting misstatements.”  Internal Audit also had recommended that the Corporate Controllers’ 
+Office begin a process to evaluate and update such policies and procedures, and that a further 
+process be implemented to help ensure that once the initial revisions have been made, adequate 
+procedures exist to maintain the policies as current.  Although Schwetschenau and another senior 
+officer created and implemented a plan to address the issues identified by Internal Audit, not all of 
+the concerned policies and procedures were updated within the three-year time frame agreed to by 
+Internal Audit, due to the level of resources being devoted to this project.  Schwetschenau should 
+The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 
+any other person or entity in this or any other proceeding. 
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+have known that his conduct in this matter would contribute to a weakness in those internal 
+controls. 
+2. Deferred Start-up Costs 
+5. In 2000, the Company entered into a long-term supply contract (the “Agreement”) 
+with an automobile manufacturer (the “Automaker”) to develop and manufacture V-6 diesel 
+engines commencing with model year 2002 and extending through 2012.  From the fourth quarter 
+of 2001 through the fourth quarter of 2002, the Company incurred substantial start-up costs 
+relating to the Agreement, including expenses developing the engine, constructing a plant in 
+Huntsville, Alabama, and leasing engine assembly assets.  The Company began deferring some of 
+these start-up costs in the fourth quarter of fiscal 2001 and as of the fourth quarter of 2002 had 
+accumulated $57 million of deferred pre-production costs.  Specifically, the Company deferred 
+$4.3 million in the fourth quarter of fiscal year 2001, $12.8 million in the first quarter of fiscal year 
+2002, and $13.3 million in each of the second and third quarters of fiscal year 2002.2 
+6. Relevant accounting rules provided that such start-up costs could be deferred only 
+if there existed an objectively verified and measured contractual guarantee of reimbursement.  See 
+FASB Emerging Issues Task Force Issue No. 99-5, Accounting for Pre-Production Costs Related 
+to Long-Term Supply Arrangements (“EITF 99-5”).   
+7. The terms of the Agreement standing alone did not provide for reimbursement in a 
+manner sufficient to satisfy the requirements for start-up cost deferral pursuant to EITF 99-5.  
+Based on the requirements of EITF 99-5 and the Company’s independent auditor, the Company 
+attempted to secure a letter that would document an oral promise from the Automaker to reimburse 
+the Company for its investment under the Agreement.  Without the guarantee, the Company was 
+not entitled to defer these costs.   
+8. The Company never received from the Automaker a sufficiently specific written 
+guarantee of reimbursement.  Beginning in September 2001 and continuing until October 2002, 
+when the Automaker cancelled the Agreement, Company management repeatedly but 
+unsuccessfully sought such a guarantee in the form of a letter.   
+9. Schwetschenau, as principal accounting officer, and after consultation with senior 
+management and the Company’s independent auditor on the financial reporting of the issue, 
+permitted the deferral of these start-up costs from the fourth quarter of 2001 through the fourth 
+quarter of 2002. Schwetschenau was aware of the aforementioned circumstances concerning these 
+costs, including that the Company was unable to obtain a written guarantee of specific 
+reimbursement from the Automaker.  Consequently, Schwetschenau should have known that the 
+decision to defer these start-up costs was not in compliance with Generally Accepted Accounting 
+Principles (“GAAP”). 
+The $12.8 million, $13.3 million, and $13.3 million totals represent 12.5 percent, 65.5 percent, and 25.4 
+percent, respectively, of the Company’s previously reported loss before income tax if adjusted to reverse these 
+deferrals for each of the first three quarters of fiscal year 2002. 
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+10.  While Schwetschenau did receive assurances from Navistar senior officers that the 
+Automaker had in fact committed to reimburse the Company for these start-up costs and Navistar’s 
+independent auditor was aware of all related facts and accepted the continuing deferral, these costs 
+still should not have been deferred because the Company had not received the aforementioned 
+written guarantee of reimbursement.  Navistar, like all issuers registered with the Commission, is 
+ultimately responsible for the accuracy of its books, records and accounts.  
+D. Findings 
+11. Section 13(a) of the Exchange Act requires all issuers with securities registered 
+under Section 12 of the Exchange Act to file periodic reports.  The obligation to file these periodic 
+reports includes the obligation that they be complete and accurate in all material respects. See SEC 
+v. IMC Int'l, Inc., 384 F. Supp. 889, 893 (N.D. Tex.), aff'd mem., 505 F.2d 733 (5th Cir. 1974). No 
+showing of scienter is necessary to establish a violation of Section 13(a) of the Exchange Act.  See 
+SEC v. McNulty, 137 F.3d 732, 740-741 (2d Cir. 1998).  
+12. Section 13(b)(2)(B) of the Exchange Act requires all reporting companies to devise 
+and maintain a system of internal accounting controls sufficient to provide reasonable assurances 
+that transactions are recorded as necessary to permit preparation of financial statements in 
+conformity with GAAP.    
+13. Section 21C of the Exchange Act provides that the Commission may issue a cease-
+and-desist order against a person who is “a cause of” a violation by an issuer “due to an act or 
+omission the person knew or should have known would contribute to such violation . . . .”  The 
+Commission need not show that Respondent's conduct was a proximate cause of the primary 
+violations. Rita J. McConville, 85 SEC Docket 3127, 3146 n.45 (June 30, 2005), pet. denied, 465 
+F. 3d 780 (7th Cir. 2006).  Negligence is sufficient to establish liability for causing a primary 
+violation that does not require scienter.  KPMG Peat Marwick LLP, 74 SEC Docket 384, 421 (Jan. 
+19, 2001), reh'g denied, 74 SEC Docket 1351 (Mar. 8, 2001), pet. denied, 289 F.3d 109 (D.C. Cir. 
+2002), reh'g en banc denied, 2002 U.S. App. Lexis 14543 (D.C. Cir. July 16, 2002).   
+14. Based on the foregoing, the Commission finds that Respondent was a cause of  
+Navistar’s violations of Sections 13(a) and 13(b)(2)(B) of the Exchange Act.3 
+15. Rule 102(e)(1)(ii) of the Commission’s Rules of Practice states that the 
+Commission may deny to any person the privilege of appearing or practicing before it if such 
+person engaged in “improper professional conduct.”  
+16. Rule 501 of the AICPA Code of Professional Conduct, among other things, 
+prohibits members from committing negligence in the preparation of financial statements or 
+records through several means, including permitting another to make materially inaccurate 
+On August 5, 2010, the Commission issued a settled cease-and-desist order against Navistar that found, 
+among other things, that Navistar had violated Sections 13(a) and 13(b)(2)(B) of the Exchange Act.  Under terms of 
+its settlement with the Commission, Navistar consented to entry of the cease-and-desist order without admitting or 
+denying the findings or conclusions contained therein. 
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+entries in an entity’s financial statements or records.  The decisions that allowed Navistar to 
+defer the charges as discussed above from the fourth quarter of fiscal year 2001 through the 
+fourth quarter of fiscal year 2002 constitute a violation of Rule 501.  See Rule 501 of the AICPA 
+Code of Professional Conduct.
+ 17. Based on the foregoing, the Commission finds that the Respondent engaged in 
+improper professional conduct within the meaning of Rule 102(e)(1)(ii) and Rule 
+102(e)(1)(iv)(B)(2) of the Commission’s Rules of Practice.  
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Respondent shall cease and desist from causing any violations and any future 
+violations of Sections 13(a) and 13(b)(2)(B) of the Exchange Act; 
+B. Respondent is denied the privilege of appearing or practicing before the 
+Commission as an accountant; 
+C. After one year from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision; 
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+(c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Schwetschenau appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+D. The Commission will consider an application by Respondent to resume appearing 
+or practicing before the Commission provided that his state registration or licensure is current 
+and he has resolved any disciplinary issues with the applicable state boards of accountancy.  
+However, if state registration or licensure is dependent on reinstatement by the Commission, the 
+Commission will consider an application on its other merits.  The Commission’s review may 
+include consideration of, in addition to the matters referenced above, any other matters relating 
+to Schwetschenau’s character, integrity, professional conduct, or qualifications to appear or 
+practice before the Commission.
+4
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+In addition to the relief ordered herein, Schwetschenau consented to the filing of a parallel civil action in 
+the United States District Court for the Northern District of Illinois in which he has consented to pay a civil penalty 
+of $37,500. 
+6
+ 
+4 
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21615 / August 5, 2010  Accounting and Auditing Enforcement Release No. 3167 / August 5, 2010  SEC FILES SETTLED CHARGES AGAINST DAVID P. TURNER AND OUSAMA M. NAAMAN FOR ENGAGING IN BRIBERY   Securities & Exchange Commission v. David P. Turner and Ousama M. Naaman. , Civil Action No. 1:10-CV-01309 (D.D.C.) (RMC)  The Securities and Exchange Commission filed a settled enforcement action on August 5, 2010, in the U.S. District Court for the District of Columbia, charging David P. Turner, a former Business Director at Innospec, Inc., and Ousama M. Naaman, Innospec's agent in Iraq, with violating the Foreign Corrupt Practices Act (FCPA) by paying bribes to numerous government officials to obtain and retain business.  The SEC's complaint alleges that:  Turner and Naaman engaged in widespread bribery of Iraqi government officials to obtain contracts under the United Nations Oil for Food Program, and in order to continue selling Tetra Ethyl Lean (TEL) to Iraq after the Oil for Food Program ended. Turner also violated the FCPA by paying bribes to Indonesian officials to sell TEL to Indonesian state owned oil companies.  From 2000 to 2008, Innospec, Inc., a manufacturer and distributor of fuel additives and specialty chemicals, routinely paid bribes to government officials in Iraq and Indonesia to sell TEL. The bribery activities in Iraq began with Innospec's participation in the United Nations ("UN") Oil for Food Program in 2001, and extended all the way until at least 2008. Turner, the Business Director of Innospec's TEL group, and Naaman, Innospec's agent, both actively participated in the bribery and kickback schemes in Iraq. Innospec also paid bribes to government officials in Indonesia beginning as early as 2000, and continued until 2005, when Indonesia's need for TEL ended. Turner actively participated in the bribery scheme in Indonesia. In all, Innospec made illicit payments of over $6.3 million and promised an additional $2.8 million in illicit payments to Iraqi ministries and government officials as well as Indonesian government officials. The contracts that Innospec obtained in exchange for the bribes were worth approximately $176 million.  Naaman paid kickbacks to Iraq on Innospec's behalf so that Innospec could obtain five Oil-for-Food Program contracts for the sale of TEL to the Iraqi Ministry of Oil and its component oil refineries. Naaman aided Innospec in obtaining the Oil for Food contracts by paying kickbacks equaling 10 percent of the contract value on three of the contracts. When the Oil-for-Food Program ended shortly before Innospec was to pay promised kickbacks on the two remaining contracts, Innospec kept the promised payments as part of its profit. When Innospec's internal auditors questioned Turner about the nature of the commission payments that were made to Naaman under the U.N. Oil for Food Program, Turner made false statements to the auditors and concealed the fact that the commission payments to Naaman included kickbacks to the Iraqi government in return for Oil for Food contracts.  After the Oil for Food Program ended in late 2003, Turner and Naaman paid bribes to Iraqi officials in order to secure TEL business contracts from Iraq. Turner and senior officials at Innospec directed and approved the bribery payments. From at least 2004 through 2008, Innospec made payments totaling approximately $1,610,327 and promised an additional $884,480. In one e-mail, Naaman informed management, including Turner, that Iraqi officials were demanding a 2% kickback related to one TEL order. Naaman also stated: "We are sharing most of our profits with Iraqi officials. Otherwise, our business will stop and we will lose the market. We have to change our strategy and do more compensation to get the rewards." In his response to the e-mail, Turner confirmed that the requested kickback would be paid through an additional 2% "commission" to Naaman.  Turner and senior officials at Innospec also directed Naaman to pay a bribe of $155,000 to Iraqi officials to ensure the failure of a 2006 field trial test of MMT, a fuel product manufactured by a competitor of Innospec. Turner and other Innospec officials also authorized payments, through Naaman, to fund lavish trips for Iraqi officials, including the seven-day honeymoon of one official. Innospec officials and Turner also arranged for Naaman to pay thousands of dollars in cash to Iraqi officials for "pocket money" on trips funded by Innospec.  Turner and senior officials at Innospec authorized and directed the payment of bribes to Indonesian government officials to win contracts for Innospec. More than $2.8 million in bribes was funneled through an Indonesian agent. One scheme involved bribes paid annually to a senior official at BP Migas, another scheme involved "special commissions" paid to a Swiss account; and another involved a "one off" payment of $300,000. On another occasion, a Managing Director of Innospec informed Turner that Innospec had provided payments to its Indonesian Agent to fund the purchase of a Mercedes for a Pertamina official.  Without admitting or denying the SEC's allegations, Turner and Naaman have consented to the entry of final judgments that permanently enjoin them from violating Exchange Act Sections 30A and 13(b)(5) and Rule 13b2-1 thereunder, and from aiding and abetting Innospec's violations of Exchange Act Sections 30A, 13(b)(2)(A) and 13(b)(2)(B), and as to Turner, from violating Rule 13b2-2. Turner will also disgorge $40,000. No civil penalty was imposed based on, among other things, Turner's extensive and ongoing cooperation in the investigation. Naaman will disgorge $810,076 plus prejudgment interest of $67,030, and pay a civil penalty of $438,038, which will be deemed satisfied by a criminal order requiring Naaman to pay a criminal fine that is at least equal to the civil penalty amount. After his extradition to the United States, Naaman cooperated.  The SEC appreciates the assistance of the DOJ's Fraud Section, the Federal Bureau of Investigation, and the United Kingdom Serious Fraud Office in this matter. 								
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diff --git a/raw/aaer/2010/AAER-3168.txt b/raw/aaer/2010/AAER-3168.txt
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--- /dev/null
+++ b/raw/aaer/2010/AAER-3168.txt
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+
+
+ 
+ 
+   
+     
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+     SEC.gov | James W. McIntosh, et al., and Mark T. Schwetschenau 
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21616 / August 5, 2010  Accounting and Auditing Enforcement Release No. 3168 / August 5, 2010   Securities and Exchange Commission v. James W. McIntosh, et al. , Civil Action No. 10-cv-4903 (N.D. Ill.) (August 4, 2010).   Securities and Exchange Commission v. Mark T. Schwetschenau , Civil Action No. 10-cv-4904 (N.D. Ill.) (August 4, 2010).  NAVISTAR SETTLES WITH COMMISSION OVER CERTAIN RESTATED 2002-2005 FINANCIAL RESULTS  SETTLED ORDER FINDS THAT CEO AND FORMER CFO WERE CAUSES OF NAVISTAR'S INTERNAL CONTROL VIOLATIONS, AND THEY AGREE TO RETURN MORE THAN $2 MILLION IN BONUSES RECEIVED DURING THE RESTATEMENT PERIOD  COMMISSION SETTLES WITH FIVE OTHER CURRENT AND FORMER NAVISTAR EMPLOYEES INCLUDING FRAUD CHARGES AGAINST CERTAIN INDIVIDUALS  FORMER COMPANY CONTROLLER AGREES TO SUSPENSION FROM APPEARING OR PRACTICING BEFORE COMMISSION AS ACCOUNTANT; CAN RE-APPLY AFTER ONE YEAR  On August 5, 2010, the United States Securities and Exchange Commission (Commission) issued a cease-and-desist order against Navistar International Corporation (Navistar), CEO Daniel C. Ustian (Ustian), former CFO Robert C. Lannert (Lannert), Thomas M. Akers, Jr. (Akers), James W. McIntosh (McIntosh), James J. Stanaway (Stanaway), Ernest A. Stinsa (Stinsa) and Michael J. Schultz (Schultz). Each Respondent consented to the issuance of the Order without admitting or denying the Commission's findings as part of a global settlement.  The Order finds that at times from 2001 through 2005, Navistar overstated its pre-tax income by a total of approximately $137 million as the result of various instances of misconduct. Fraud by certain individuals at a Wisconsin foundry and in connection with certain vendor rebates and vendor tooling transactions accounted for approximately $58 million of that total. The remaining approximately $79 million resulted from improper accounting for certain warranty reserves and deferred expenses.  More specifically, the Order finds, among other things, that:    Navistar had numerous deficiencies throughout its system of internal controls during the relevant period, including fifteen material weaknesses during 2005-06 that were attributable, in part, to the Company's failure to dedicate sufficient resources to those controls.    From 2001 through 2004, Navistar improperly booked as many as 30 vendor rebates and related receivables from its suppliers. While these rebates and receivables took different forms ¢€" including volume-based rebates and so-called "signing bonuses" for Navistar's award of new business ¢€" all were improperly booked as income in their entirety upfront, even though, in whole or in part, they were earned in future periods. The Company's eventual restatement of these rebates and receivables totaled $9.7 million of pre-tax income in 2004, which represented 27.7 percent of that year's restated loss before income taxes.    In 2003, Navistar improperly accounted for certain tooling buyback agreements by recapturing and booking as income the previously-paid amortization on those agreements and then improperly deferring the related depreciation costs. The Company continued to utilize this improper accounting treatment in 2004 to record 60 days of amortization from the buyback agreements as income, despite employees' warnings that doing so would be inconsistent with the outside auditor's guidance.    From 2001 to 2005, Schultz, the Waukesha, Wisconsin plant controller, engaged in various fraudulent accounting practices that collectively caused income during that period to be overstated by a total of approximately $38 million.    Beginning in fiscal year 1999, Navistar inappropriately included various "below-the-line" items in the Company's warranty reserve calculation, which caused the warranty reserve expense to be understated by $17 million in fiscal year 2002 and by $18.5 million in fiscal year 2003. The $18.5 million total represented 5.9 percent of the restated loss before income tax for that year.    Navistar, through its senior accounting staff, deferred certain start-up costs from the fourth quarter of 2001 through the fourth quarter of 2002 that were not in compliance with Generally Accepted Accounting Principles (GAAP). Specifically, the Company deferred $4.3 million in the fourth quarter of fiscal year 2001, $12.8 million in the first quarter of fiscal year 2002, and $13.3 million in each of the second and third quarters of fiscal year 2002.    Navistar, from the first quarter of fiscal year 2004 through the third quarter of 2005, failed to report its Parts group as a segment in its publicly-filed financial statements and notes, and instead allocated the Parts group's results between its Truck and Engine divisions' results. This resulted in investors not being able to view the Parts group in the same manner as senior management and the Board. The Company's Forms 10-K for at least fiscal year 2004 and Forms 10-Q for 2004 and the first three quarters of 2005 failed to provide complete segment information required by GAAP and Commission rules.    Based on the above, the Order directs Navistar to cease and desist from committing or causing any violations and any future violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder and Ustian, Navistar's CEO, and Lannert, Navistar's former CFO, to cease and desist from causing any violations and any future violations of Section 13(b)(2)(B) of the Exchange Act.  Ustian and Lannert also agreed to comply with the forfeiture provisions of Section 304(a) of the Sarbanes-Oxley Act of 2002. Ustian consented to tender to the Company shares of Navistar common stock currently owned by Ustian in the amount of $1,320,000 and Lannert consented to pay $1,049,503 to the Company. Those dollar amounts reflect monetary bonuses that each received during the restatement period.  Additionally, the Order directs McIntosh to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder and from causing any violations and any future violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act; Akers, Schultz and Stanaway to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder and from causing any violations and any future violations of Section 13(b)(2)(A) of the Exchange Act; and Stinsa to cease and desist from committing or causing any violations and any future violations of Exchange Act Rule 13b2-1 and from causing any violations and any future violations of Section 13(b)(2)(A) of the Exchange Act.  The Commission filed a parallel civil action in the United States District Court for the Northern District of Illinois against Akers, McIntosh, Stanaway, Stinsa and Schultz, in which each consented to pay civil penalties as follows: Akers ¢€" $100,000; McIntosh ¢€" $150,000; Stanaway ¢€" $50,000; and Stinsa ¢€" $25,000. A civil penalty was not imposed against Schultz because of a demonstrated inability to pay. These individuals consented to the filing of this complaint without admitting or denying its allegations.  Additionally, on August 5, 2010, the Commission issued a separate settled order concerning Navistar's former Controller, Mark T. Schwetschenau. The Order directs Schwetschenau to cease and desist from causing any violations and any future violations of Sections 13(a) and 13(b)(2)(B) of the Exchange Act. The Order also denies him the privilege of appearing or practicing before the Commission with the right to request reinstatement after one year pursuant to Section 102(e)(1)(ii) of the Commission's Rules of Practice.  The Commission filed a parallel civil action in the United States District Court for the Northern District of Illinois against Schwetschenau in which he consented to pay $37,500 in civil penalties. Schwetschenau neither admitted nor denied the Commission's findings and allegations. 								
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+									             See Also:       SEC Complaints v.  McIntosh et al.  and  Schwetschenau                   							  
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diff --git a/raw/aaer/2010/AAER-3169.txt b/raw/aaer/2010/AAER-3169.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21617 / August 5, 2010  Accounting and Auditing Enforcement Release No. 3169 / August 5, 2010  SEC v. Joe Summers, Civil Action No. 4:10-cv-02786 (S.D. Texas, August 5, 2010).  SEC CHARGES FORMER EMPLOYEE OF PRIDE INTERNATIONAL WITH VIOLATING THE FOREIGN CORRUPT PRACTICES ACT  On August 5, 2010, the Securities and Exchange Commission charged a former employee of Pride International, Inc. (Pride) with violations relating to bribes paid to foreign officials in Venezuela. The Commission's complaint names Joe Summers of John Day, Oregon, Pride's former Venezuela Country Manager.  The complaint alleges that from approximately 2003 to 2005, Summers authorized or allowed payments totaling approximately $384,000 to third-party companies believing that all or a portion of the funds would be given to an official of Venezuela's state-owned oil company in order to secure extensions of three drilling contracts. The complaint further alleges that Summers authorized the payment of approximately $30,000 to a third party believing that all or a portion of the funds would be given to an employee of Venezuela's state-owned oil company in order to obtain the payment of receivables.  The SEC's complaint charges Summers with violating Sections 13(b)(5) and 30A of the Securities Exchange Act of 1934 and Rule 13b2-1 thereunder, and aiding and abetting violations of Sections 13(b)(2)(A), 13(b)(2)(B), and 30A of the Securities Exchange Act of 1934.  Without admitting or denying the SEC's allegations in the complaint, Summers consented to the entry of a permanent injunction and a civil penalty of $25,000.  The Commission acknowledges the assistance and cooperation of the Department of Justice and the FBI. 								
+								 
+									             See Also:        SEC Complaint                   							  
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diff --git a/raw/aaer/2010/AAER-3170.txt b/raw/aaer/2010/AAER-3170.txt
new file mode 100644
index 0000000000000000000000000000000000000000..e338eb504182ddc05881c831d2d9552240a34be8
--- /dev/null
+++ b/raw/aaer/2010/AAER-3170.txt
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+              Universal Corporation, Inc. and Alliance One International, Inc.
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21618 / August 6, 2010  Accounting and Auditing Enforcement Release No. 3170 / August 6, 2010   SECURITIES AND EXCHANGE COMMISSION v. UNIVERSAL CORPORATION, INC. , Civil Action No. 01:10-cv-01318 (RWR) (D.D.C.) (filed August 6, 2010)   SECURITIES AND EXCHANGE COMMISSION v. ALLIANCE ONE INTERNATIONAL, INC. , Civil Action No. 01:10-cv-01319 (RMU) (D.D.C.) (filed August 6, 2010)  SEC FILES ANTI-BRIBERY CHARGES AGAINST TWO GLOBAL TOBACCO COMPANIES  The U.S. Securities and Exchange Commission today charged two major tobacco companies, Universal Corporation, Inc. and Alliance One International, Inc., with violating, among other things, the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977 ("FCPA") for their involvement in a multi-million dollar bribery scheme with government officials in Thailand to obtain nearly $30 million in sales contracts to supply tobacco. The SEC also charged Alliance One with paying bribes in Kyrgyzstan and making improper payments in China, Greece, and Indonesia and Universal with making improper payments in Malawi and Mozambique. Moreover, the SEC's complaints alleged Universal and Alliance One engaged in books and records and internal control violations.  Universal  According to the SEC's complaint, between 2000 and 2004, Universal, in coordination with two of its competitors, Dimon, Inc. ("Dimon") and Standard Commercial Corporation ("Standard"), paid approximately $800,000 to bribe officials of the government-owned Thailand Tobacco Monopoly ("TTM") in exchange for securing approximately $11.5 million in sales contracts for its subsidiaries in Brazil and Europe. From 2004 through 2007, Universal also made a series of payments in excess of $165,000 to government officials in Mozambique through corporate subsidiaries in Belgium and Africa. Universal made these payments, among other things, to secure an exclusive right to purchase tobacco from regional growers and to procure legislation beneficial to the company's business. Between 2002 and 2003, Universal subsidiaries paid a total of $850,000 to high-ranking Malawian government officials. Universal did not accurately record these payments in its books and records.  Alliance One  From 2000 to 2004, in a coordinated bribery scheme with Universal, Dimon and Standard paid bribes of more than $1.2 million to government officials of the TTM in order to obtain more than $18.3 million in sales contracts. (In May 2005, Dimon and Standard merged to form Alliance One). Dimon characterized the payment of bribes to TTM officials as commissions paid to Dimon's agent in Thailand. Similarly, Standard personnel authorized improper payments to TTM officials and failed to record those payments accurately in Standard's books and records.  The SEC's complaint also alleges that, from 1996 through 2004, Dimon International Kyrgyzstan ("DIK"), a wholly-owned subsidiary of Dimon, paid more than $3 million in bribes to Kyrgyzstan government officials to purchase Kyrgyz tobacco for resale to Dimon's customers. Most of these payments were delivered in bags filled with $100 bills to a high-ranking government official. DIK also made improper payments to Kyrgyzstan tax officials.  Additionally, Dimon made improper payments to tax officials in Greece and Indonesia. Standard also made an improper payment to a political candidate and provided gifts, travel, and entertainment expenses to foreign government officials in the Asian Region, including China and Thailand. Dimon and Standard failed to record these payments accurately in the companies' books and records.  Without admitting or denying the SEC's allegations, defendants Universal and Alliance One consented to the entry of final judgments permanently enjoining each of them from violating the anti-bribery, books and records, and internal control provisions of the FCPA, codified as Sections 30A, 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934. Universal and Alliance One are ordered to pay disgorgement of $4,581,276.51 and $10,000,000, respectively, and each is ordered to retain an independent monitor for three years.  In related criminal proceedings announced today, the U.S. Department of Justice filed criminal actions against a Universal subsidiary and two Alliance One subsidiaries charging each of them with one count of conspiring to violate the FCPA and one count of violating the anti-bribery provisions of the FCPA. Universal and Alliance One have entered into non-prosecution agreements with the DOJ and agreed to pay criminal penalties of $4,400,000 and $9,450,000, respectively, and retain independent monitors for a period of three years.  Amybeth Garcia-Bokor, Paul Gumagay, Michael Hoess, Uta Von Eckartsberg, and Christine Neal conducted the SEC's investigation in this matter.  The SEC acknowledges and appreciates the assistance provided by the Department of Justice's Fraud Section and the Federal Bureau of Investigation.  Additional Materials:   Litigation Release No.  21509  (SEC v. Elkin, et al.)   
+									             See Also:       SEC Complaints v.  Universal Corporation  and  Alliance One International                   							  
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+UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62666 / August 9, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3171 / August 9, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13997 
+In the Matter of 
+DOHAN + COMPANY CPAs, 
+STEVEN H. DOHAN, CPA, 
+NANCY L. BROWN, CPA, and 
+EREZ BAHAR, CA, 
+Respondents. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS 
+PURSUANT TO SECTION 4C OF THE 
+SECURITIES EXCHANGE ACT OF 1934 
+AND RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative proceedings be, and hereby are, instituted against Dohan + Company CPAs 
+(“Dohan + Co.”), Steven H. Dohan, CPA (“Dohan”), Nancy L. Brown, CPA (“Brown”), and Erez 
+Bahar, CA (“Bahar”) (collectively, “Respondents”) pursuant to Section 4C
+1 of the Securities 
+Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(ii) of the Commission’s Rules of  
+Practice to determine whether Respondents engaged in improper professional conduct.2 
+1 Section 4C provides, in relevant part, that: “The Commission may censure any person, or deny, temporarily or 
+permanently, to any person the privilege of appearing or practicing before the Commission in any way, if that person 
+is found . . . (1) not to possess the requisite qualifications to represent others . . . (2) to be lacking in character or 
+integrity, or to have engaged in unethical or improper professional conduct; or (3) to have willfully violated, or 
+willfully aided and abetted the violation of, any provision of the securities laws or the rules and regulations 
+thereunder.” 
+2 Rule 102(e)(1)(ii) provides, in pertinent part, that: “The Commission may . . . deny, temporarily or permanently, 
+the privilege of appearing or practicing before it . . . to any person who is found . . . to have engaged in unethical or 
+improper professional conduct.” 
+  
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+II. 
+After an investigation, the Division of Enforcement and the Office of the Chief Accountant 
+allege that: 
+A. SUMMARY 
+1. These proceedings arise out of Respondents’ improper professional conduct during 
+their audit of International Commercial Television, Inc.’s (“ICTV”) 2007 financial statements.  
+During fiscal year 2007, ICTV improperly recognized revenue and incorrectly recorded product 
+returns, resulting in a material overstatement of revenue and net income.  Respondents’ audit of 
+ICTV’s 2007 financial statements recklessly failed to comply with numerous Public Company 
+Accounting Oversight Board (“PCAOB”) auditing standards.  These included failing to demonstrate 
+the required level of proficiency, failing to exercise due care and professional skepticism, failing to 
+obtain sufficient evidential matter, and failing to plan and supervise the audit staff.  As a result, 
+Respondents Dohan, Brown, and Bahar caused Respondent Dohan + Co. to issue an unqualified 
+audit report for ICTV’s 2007 Form 10-K/SB that falsely stated that the audit had been conducted in 
+accordance with the PCAOB’s auditing standards and that ICTV’s financial statements were fairly 
+reported in conformity with Generally Accepted Accounting Principles (“GAAP”).  Respondents’ 
+conduct, as further described below, constituted improper professional conduct within the meaning 
+of Rule 102(e)(1)(ii) and (iv) and Section 4C of the Exchange Act. 
+B. RESPONDENTS 
+2. Dohan + Company CPAs is an accounting and auditing firm based in Miami, 
+Florida. The firm provides services to public companies registered with the Commission and has 
+been registered with the PCAOB since October 2003.  The firm conducted audits of ICTV’s 
+financial statements for the years ended 2004, 2005, 2006, and 2007.  As auditor, Dohan + Co. 
+opined that ICTV’s financial statements were prepared in conformity with GAAP and that  
+Dohan + Co. had conducted audits in accordance with the PCAOB’s standards. 
+3. Steven H. Dohan, CPA, age 62, is a resident of Miami, Florida.  Dohan is the 
+founder and managing director of Dohan + Co. and was the concurring partner on the ICTV audits 
+and quarterly reviews during the relevant period.  Dohan is a Certified Public Accountant licensed 
+in Florida. 
+4. Nancy L. Brown, CPA, age 58, is a resident of Miami, Florida.  Until recently, 
+Brown was a director at Dohan + Co. and was the engagement partner on the ICTV audits and 
+quarterly reviews during the relevant period.  Brown is a Certified Public Accountant licensed in 
+Florida. 
+5. Erez Bahar, CA, age 32, is a resident of Vancouver, Canada.  Bahar is a principal 
+at Davidson & Company, LLP (“Davidson”) and was the manager on the field work performed by 
+Davidson on the ICTV audits and quarterly reviews during the relevant period.  Bahar holds an 
+active Chartered Accountant designation issued in 2004 in British Columbia, Canada. 
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+C. RELATED PARTIES 
+6. International Commercial Television, Inc. is a Nevada corporation headquartered 
+in Bainbridge Island, Washington.  Founded in 2001, the Company sells health and beauty 
+products internationally via infomercials and through various televised shopping networks.  
+ICTV’s common stock is registered under Section 12(g) of the Exchange Act and is quoted on the 
+Pink Sheets under the symbol “ICTL.” 
+7. Davidson & Company, LLP is an accounting and auditing firm based in 
+Vancouver, Canada.  Davidson performed the field work for Dohan + Co. on the ICTV audits and 
+quarterly reviews during the relevant period.  The firm has been registered with the PCAOB since 
+December 2003. 
+D. FACTS 
+ICTV’s Improper Revenue Recognition 
+8. ICTV is a marketer of consumer retail goods, specializing in “fountain of youth” 
+health and beauty products it owns or holds the right to sell.  ICTV’s best-selling product is the 
+Derma Wand, a skin care appliance that purportedly “reduces fine lines and wrinkles and improves 
+overall skin appearance.” 
+9. ICTV sells product through two main channels:  (1) direct sales to end users via 
+infomercials produced by ICTV (“direct sales”), and (2) distribution through third-party 
+distributors for sell-through to end users.  ICTV’s distributors include televised shopping networks 
+such as the Home Shopping Network (“HSN”). 
+10. Over a six-quarter period from early 2007 and continuing into 2008, ICTV 
+improperly recognized revenue on sales through HSN.  In addition, ICTV failed to properly record 
+revenue, and estimate and account for returns, for product sold through its direct sales channels. 
+11. ICTV began selling product through HSN in 2007, predominantly through a “drop-
+ship” contract entered into between ICTV and HSN in or about May 2007.  Under the drop-ship 
+contract, HSN did not purchase the product itself, but instead facilitated sales to HSN’s customers 
+(i.e., the end users). Generally, HSN sent ICTV written requests to pre-order product that would 
+be sold during future HSN television broadcasts.  ICTV retained title to the product until HSN sold 
+the product on-air to its customers and the product was shipped to the end users.  HSN did not 
+guarantee the purchase of any product, and any unsold product remained under the ownership of 
+ICTV. The contract also allowed HSN to return any product from its customers up to 60 days after 
+delivery to the customer.3 
+3 ICTV also sold product directly to HSN under the terms of a separate, “traditional” contract, in which HSN issued 
+a purchase order, retrieved the product, sold the product to end users, and paid ICTV after the sell-through.  
+However, only the first HSN sale was made per the terms of the traditional contract.  All other sales were made per 
+the drop-ship arrangement. 
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+12. Despite these contractual provisions governing sell-through and right of return, 
+ICTV recognized revenue in most cases upon HSN’s order of the product, before HSN sold 
+through to its customers and before the right of return expired.  In some instances, ICTV also 
+recognized revenue without a corresponding written request from HSN.  In those cases, ICTV 
+booked HSN sales upon alleged confirmation from its third-party fulfillment warehouse that 
+product had been physically segregated for HSN’s use. 
+13. ICTV failed to ensure that HSN sold through the units booked by the end of the 
+quarter, resulting in a mounting accounts receivable balance with each successive HSN order.  This 
+accounting treatment violated multiple revenue recognition criteria under Generally Accepted 
+Accounting Principles (“GAAP”). 
+14. In addition to prematurely recognizing revenue on sales through HSN, ICTV also 
+booked revenue in 2007 on a product that failed an HSN quality control inspection and was never 
+sold through HSN.  The purported sale remained on ICTV’s books through the 2007 audit and was 
+not reversed until ICTV issued a restated Form 10-K/SB in March 2009. 
+15. In total, ICTV booked seven HSN sales in 2007 totaling $2.8 million.  This figure 
+was reported in ICTV’s trial balance and ultimately reported by ICTV in its 2007 Form 10-K.  
+Respondents’ working papers allege that the auditors tested the HSN sales and traced certain of the 
+sales to ICTV’s sales journal, which in turn showed the amount that ICTV booked as revenue.  A 
+list of each HSN sale recognized for 2007 is attached hereto as Appendix A. 
+16. Each HSN sale set forth in Appendix A was improperly recognized, resulting in a 
+material overstatement of revenue for ICTV’s fiscal 2007. 
+17. ICTV also failed to properly record revenue on its direct sales.  ICTV provided its 
+direct sales customers a 30-day free trial period whereby the customer could try the ordered 
+product prior to purchase, and billed customers upon expiration of the 30-day period.  Despite this 
+provision, ICTV recognized revenue upon shipment of the product, and before expiration of the 
+trial period, in violation of GAAP.  ICTV also failed to properly estimate and record product 
+returns on direct sales. 
+18. Over the course of the six-quarter period, ICTV filed periodic reports with the 
+Commission on Forms 10-Q and 10-K.  As a result of the improper accounting discussed above, 
+ICTV reported materially inflated revenue and net income to investors and to the Commission.  
+Investors determining whether to buy or sell ICTV stock were thus basing their decisions on false 
+information about ICTV’s financial performance. 
+ICTV’s Restatement 
+19. In October 2008, ICTV announced that it intended to restate its financial statements 
+for the fiscal year ended 2007 and the first two quarters of 2008 as a result of improper revenue 
+recognition. ICTV filed its restated Form 10-K/A for fiscal year 2007 on March 31, 2009.  The 
+restatement resulted in a $1.4 million reduction in 2007 revenue related to the HSN errors, and an 
+$840,000 reduction in 2007 revenue related to the failure to properly record direct sales returns. 
+4 
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+20. In March 2010, ICTV’s new outside auditors uncovered additional revenue 
+recognition errors and ICTV reported that it intended to restate its previously-restated financial 
+statements for the fiscal year ended 2007 and the first two quarters of 2008.  In April 2010, ICTV 
+again restated its financial statements for the fiscal year ended 2007.  The restatement included an 
+additional $550,000 revenue reduction related to the premature recognition of direct sales revenue 
+prior to expiration of a free trial period. 
+21. The chart below shows that the errors were material to ICTV’s financial statements: 
+Period Previously 
+Reported Net 
+Income 
+Restated Net 
+Income (Loss) 
+Reduction to Reported Net 
+Income 
+FY 2007 $1,475,775 ($1,081,988) ($2,557,763) 
+1Q 2008 $109,980 ($164,773) ($274,753) 
+2Q 2008 $260,298 ($862,399) ($1,122,697) 
+Applicable Revenue Recognition Principles and Guidance 
+22. The basic principles of revenue recognition under GAAP provide that revenue must 
+be realized or realizable and earned before it can be recognized.  SEC Staff Accounting Bulletin 
+(“SAB”) No. 101, Revenue Recognition in Financial Statements (as superseded in part by SAB 
+No. 104, Revenue Recognition), reflects these basic principles of revenue recognition and provides 
+guidance in the application of GAAP with respect to recognizing revenue.  SAB 101 sets forth four 
+criteria that must be considered when determining whether revenue has been realized or realizable 
+and earned.  Specifically, revenue generally may be recognized when persuasive evidence of an 
+arrangement exists, delivery has occurred, the seller’s price is fixed or determinable, and 
+collectibility is reasonably assured. 
+23. GAAP also provides that, when a right of return exists, revenue can be recognized 
+at the time of sale only if all of the following conditions are met:  (1) the seller’s price is 
+substantially fixed or determinable at the date of sale; (2) the buyer has paid, or the buyer is 
+obligated to pay and the obligation is not contingent on resale of the product; (3) the buyer’s 
+obligation would not be changed in the event of theft, physical destruction, or damage of the 
+product; (4) the buyer acquiring the product for resale has economic substance apart from that 
+provided by the seller; (5) the seller does not have significant obligations for future performance to 
+directly bring about resale of the product by the buyer; and (6) the amount of future returns can be 
+reasonably estimated.  Statement of Financial Accounting Standards No. 48, Revenue Recognition 
+When Right of Return Exists. 
+Respondents’ Deficient 2007 Audit 
+Background 
+24. Dohan + Co. issued the audit report filed with ICTV’s 2007 financial statements 
+and reviewed ICTV’s quarterly statements during 2007 through the second quarter of 2008. 
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+25. Dohan + Co. contracted with Davidson to provide an audit manager and senior 
+accountant to perform the field work at ICTV.  Dohan + Co. and Davidson had worked together in 
+a similar arrangement on several other engagements.  Under PCAOB auditing standards, the staff 
+sharing arrangement between Dohan + Co. and Davidson was subject to the supervision rules and 
+responsibilities set forth in AICPA Codification of Statements on Auditing Standards (as adopted 
+and amended by the PCAOB) (“AU”) § 311, Planning and Supervision.  
+26. Dohan + Co. reviewed the Davidson working papers and satisfied itself with both 
+the quality and the amount of work performed by Davidson.  The firm also made the decision to 
+adopt the Davidson working papers, with little modification, and performed few additional 
+substantive procedures. 
+27. The audit team for the 2007 ICTV audit primarily consisted of Brown, the 
+engagement partner; Dohan, the concurring partner; Bahar, the audit manager; and a senior 
+accountant who conducted all substantive audit procedures and field work (the “Senior 
+Accountant”).  The Senior Accountant conducted the onsite work for the audit over a two-to-three 
+day period in March 2008.  Bahar’s responsibilities included planning the audit, supervising the 
+onsite work and reviewing any work performed by the Senior Accountant.  Brown’s 
+responsibilities included the overall planning and supervision of the audit.  Dohan’s responsibilities 
+included providing an objective review of the audit and the financial statements that were the 
+subject of the report. 
+The Auditors’ Working Papers 
+28. On their face, the year-end 2007 audit working papers reveal that Respondents 
+knew of an agreement between ICTV and HSN that claimed to contribute to a 280% increase in 
+revenue over fiscal year-end 2006.  The revenue lead sheet stated: 
+The Company is also now using the Home Shopping Network for sales in the US market.  
+HSN buys product from the Company (DermaWand and CellRX so far) and features the 
+product on various shows.  The Company records the sales once HSN has placed the order 
+and the order has been shipped.  HSN does not pay until they have sold the products.  This 
+process sometimes takes a few months as HSN will pre-order for future shows. 
+29. A similar notation appeared on the accounts receivable lead sheet: 
+HSN buys a certain amount of product from the Company prior to showing the 
+infomercials.  The Company records the sale at this time.  HSN pays the Company once the 
+product has actually been sold. 
+30. The year-end 2007 audit working papers also documented that the HSN 
+relationship was a new and material development in ICTV’s business.  An analytical review 
+worksheet highlighted a 280% increase in ICTV’s annual sales revenue, from $3 million in 2006 to 
+$11.3 million in 2007 due to “an agreement with the Home Shopping Network during the year to 
+sell the Company’s product.”  The worksheet also reported a 414% increase to accounts receivable, 
+from $555,000 in 2006 to $2.9 million in 2007, as a result of increased sales. The material increase 
+in ICTV’s revenue, ICTV’s new relationship with HSN, the contingent payment terms associated 
+6 
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+with that relationship, and Respondents’ knowledge of ICTV’s deficient internal controls, among 
+other factors, required Respondents to apply heightened scrutiny to the ICTV audit. 
+Audit Failures by Bahar, Brown, Dohan, and Dohan + Co. 
+31. Bahar and Brown both reviewed and signed off on the working papers.  Dohan, 
+before signing off on the audit, reviewed the majority of the working papers, including the revenue, 
+accounts receivable, and analytical review working papers.  Thus, Bahar, Brown, Dohan, and 
+Dohan + Co. each knew of certain terms of ICTV’s arrangement with HSN, including that HSN 
+did not pay ICTV until it sold the product to end users.  This should have alerted Respondents that 
+ICTV’s revenue recognition practices did not comply with GAAP. 
+32. Indeed, Dohan understood at the time of the audit that the sell-through of ICTV’s 
+product by HSN presented a revenue recognition issue under SAB 101, but failed to research the 
+issue at the time of his review nor direct any other member of the audit team to research the issue. 
+33. Despite knowledge of the above, Respondents recklessly, highly unreasonably, 
+and/or unreasonably failed to properly audit ICTV’s revenue recognition practices.  For example, 
+Bahar, Brown, Dohan, and Dohan + Co. failed to obtain a copy of the applicable agreement 
+between ICTV and HSN.  Bahar knew that ICTV had a “business arrangement” with HSN to sell 
+product, and was aware that the working papers stated that ICTV entered into an “agreement” with 
+HSN. Brown knew that there was an agreement between ICTV and HSN to sell ICTV’s product.  
+Dohan knew that ICTV’s revenue and accounts receivable had increased “dramatically” in 2007 as 
+a result of an agreement entered into with HSN.  Yet, Bahar, Brown, Dohan, and Dohan + Co. each 
+failed to inquire as to the existence of any written agreement and failed to obtain a copy of any 
+written agreement.  Respondents’ failure to inquire about the terms of the applicable ICTV 
+agreement with HSN, to obtain a copy of the agreement, or to adequately understand the nature of 
+ICTV’s relationship with HSN was an extreme departure from professional standards.  Because of 
+these failures, Bahar, Brown, Dohan, and Dohan + Co. failed to recognize that under the HSN 
+drop-ship agreement, no sale occurred, and revenue should not have been recognized, until the 
+product was sold to end users. 
+34. Respondents also failed to issue audit confirmations to confirm ICTV’s accounts 
+receivable and inventory, or perform adequate alternative procedures.  Bahar, Brown, Dohan, and 
+Dohan + Co. knew that their own audit program called for the confirmations of receivables and 
+inventory. Had confirmations been sent and received by the auditors, Respondents could have 
+learned that the sales and inventory levels reported by ICTV were not supported. 
+35. Bahar, Brown, and Dohan + Co. also neglected to perform other audit procedures 
+dictated by the audit program.  For example, the audit program required the auditors to review and 
+attend physical inventory counts.  This step was marked “NA” in the working papers, indicating 
+that it was not performed.  The audit program also recommended that the auditors consider 
+extended procedures to confirm sales terms and conditions with customers; this step was marked 
+“NA” as well.  Dohan knew that these procedures were not performed. 
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+36. The working papers also contain a number of internal inconsistencies that should 
+have been resolved by Respondents.  For instance, although the revenue and accounts receivable 
+lead sheets described how HSN did not pay ICTV until sell-through, which sometimes took “a few 
+months,” the working papers elsewhere indicated that there were no “unusual or long payment 
+terms” or “buyer conditions which must be met in order to complete the sale.”  In addition, the 
+revenue working papers reported that cash had been received for a $990,000 sale to HSN on 
+December 21, 2007, while the accounts receivable working papers reported the $990,000 balance 
+as still outstanding. Bahar, Brown, Dohan, and Dohan + Co. failed to reconcile any of these 
+inconsistencies during their review of the working papers. 
+37. Bahar, Brown, and Dohan + Co. also failed to properly audit ICTV’s stated revenue 
+and returns for direct consumer sales.  The working papers do not reflect that the audit team 
+considered ICTV’s revenue recognition practices for such sales in light of the 30-day free trial 
+period extended to direct sales customers.  The working papers also do not show that the auditors 
+performed any substantive testing of ICTV’s stated returns for direct sales, or that the auditors 
+considered the impact of applicable GAAP guidance on estimating future returns for such sales.  
+The auditors also failed to reconcile an inherent inconsistency between ICTV’s stated returns and 
+its disclosed historical return rate for direct consumer sales. 
+The Auditors Issue Unqualified Audit Reports on ICTV’s 2007 Financial Statements 
+Despite Numerous Audit Failures 
+38. Despite these failures, Bahar, Brown, and Dohan caused Dohan + Co. to issue an 
+unqualified audit report on ICTV’s 2007 financial statements, which falsely represented that the 
+audit had been conducted in accordance with the PCAOB’s auditing standards and that ICTV’s 
+financial statements were fairly reported in conformity with GAAP.  The audit completion 
+documents, which included a checklist and the auditors’ assessment that the audit was complete, 
+reflect that Bahar, Brown, and Dohan were each satisfied with the work performed and signed off 
+on the release of the audit report. 
+39. Respondents also conducted the audit and review work on ICTV’s restatement for 
+the fiscal year ended 2007 and the first two quarters of 2008.  In March 2009, Dohan + Co. issued 
+an unqualified audit report on ICTV’s restated 2007 financial statements.  The restatement working 
+papers indicate that Bahar, Brown, and Dohan each reviewed the restated financial statements and 
+signed off on the release of the audit report. 
+40. In September 2009, ICTV retained new auditors.  The new auditors found 
+additional revenue recognition errors and brought them to ICTV’s attention.  Based upon this 
+information, ICTV concluded that the restated 2007 financial statements needed to be restated.  
+This additional restatement and information arising in connection with PCAOB inquiries further 
+call into question Dohan + Co.’s competence under applicable PCAOB standards. 
+Respondents’ Improper Professional Conduct 
+41. The “applicable professional standards” for accountants practicing before the 
+Commission include the PCAOB auditing standards. 
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+42. PCAOB auditing standards require that the auditor be proficient in accounting 
+matters and that the “auditor with final responsibility for the engagement should know, at a 
+minimum, the relevant professional accounting and auditing standards and should be 
+knowledgeable about the client.”  AU § 230.06, Due Professional Care in the Performance of 
+Work; see also AU § 210, Training and Proficiency of the Auditor. AU Section 230 also requires 
+an auditor to exercise due professional care and professional skepticism, which includes 
+demonstrating a questioning mind and a critical assessment of audit evidence. 
+43. PCAOB auditing standards require that “competent evidential matter . . . be 
+obtained through inspection, observation, inquiries, and confirmations to afford a reasonable basis 
+for an opinion regarding the financial statements under audit.”  AU § 326.01, Evidential Matter. 
+This “includes both written and electronic information such as . . . contracts.”  AU § 326.17. The 
+auditor is also to send out audit confirmations.  AU § 330, The Confirmation Process. 
+44. Auditors must adequately plan, staff, and supervise the audit.  See AU §§ 150.02, 
+Generally Accepted Auditing Standards; 210.01; 230.06; 311.01 et seq., Planning and Supervision; 
+311.11 et seq.  This includes “obtain[ing] a level of knowledge of the entity’s business that will 
+enable” the auditor to understand transactions and practices that may have a significant effect on 
+the financial statements.  AU § 311.06. 
+45. Further, AU § 316, Consideration of Fraud in a Financial Statement Audit, requires 
+the auditor to assess the risks of material misstatement due to fraud and to presume that revenue 
+recognition is a fraud risk. 
+46. As audit manager, Bahar was responsible for supervising and reviewing 
+documentation of field work performed.  As the engagement partner, Brown had overall 
+responsibility for the engagement to ensure that Dohan + Co.’s audit of ICTV’s 2007 financial 
+statements was conducted in accordance with PCAOB auditing standards, including planning and 
+supervising the audit and the review of field work.  Dohan, as the concurring partner, knew that his 
+role was to “give a fresh, clean look at a job, to provide a fresh set of eyes on the engagement, and 
+to assist where necessary in making sure the engagement goes out to the best of the firm’s ability.” 
+47. Indeed, Dohan and Brown were already on notice that the PCAOB had identified 
+material audit deficiencies with respect to many of the auditing standards discussed above, per an 
+inspection of Dohan + Co. by the PCAOB prior to Respondents’ 2007 ICTV audit.  As a result of 
+that inspection, Dohan and Brown learned that the PCAOB found a number of deficiencies 
+regarding the firm’s audits of other clients, including the failure to adequately test revenue and to 
+obtain sufficient evidential matter, as well as deficiencies in Dohan + Co.’s quality control 
+procedures, including concurring partner reviews. 
+48. During the 2007 ICTV audit, Respondents recklessly, highly unreasonably, and/or 
+unreasonably departed from the PCAOB auditing standards in numerous instances, including in the 
+manner further described below. 
+49. Respondents failed to demonstrate the required level of proficiency.  Brown and 
+Bahar were not aware of applicable GAAP guidance that prohibit revenue recognition if payment 
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+of the related sales receivable was dependent upon sell-through by the customer.  Although Dohan 
+was aware of some of the applicable GAAP guidance, and knew that ICTV’s revenue recognition 
+practices potentially violated GAAP, he failed to conduct additional research or direct another 
+member of the audit team to follow up. 
+50. Respondents failed to obtain sufficient evidential matter.  Bahar, Brown, Dohan, 
+and Dohan + Co. failed to understand, or obtain a copy of, ICTV’s written contract with HSN, 
+despite the fact that each knew that ICTV had an “agreement” or “business arrangement” with 
+HSN to sell ICTV’s product.  In addition, Bahar, Brown, and Dohan each reviewed the working 
+papers that expressly stated that ICTV’s revenue had materially increased in 2007 due to an 
+“agreement” with HSN. 
+51. Respondents failed to exercise due professional care and skepticism in the face of 
+numerous red flags and inconsistencies.  Bahar, Brown, Dohan, and Dohan + Co. never asked 
+ICTV for a copy of any HSN agreement or documentation of the terms of the agreement.  Brown, 
+Bahar, and Dohan + Co. ignored or disregarded specific audit program steps regarding, among 
+others, long payment terms, buyer conditions in the sale of product, the confirmation of significant 
+accounts receivable, and the observation of physical inventory counts.  Dohan, during his review, 
+either agreed that such procedures were not necessary or failed to identify his fellow auditors’ 
+disregard for these auditing steps.  Bahar, Brown, Dohan, and Dohan + Co. also failed to reconcile 
+numerous inconsistencies during their review of the working papers. 
+52. Respondents failed to send out accounts receivable confirmations as required by the 
+audit program or to ensure adequate alternative procedures.  Further, Brown, Bahar, and Dohan + 
+Co. knew that the audit program also recommended that they send out sales terms and conditions 
+and inventory confirmations but elected not to do so.  Dohan supported these decisions despite his 
+belief that ICTV’s revenue recognition practice with respect to HSN presented an issue under SAB 
+101 and with the knowledge that the audit program recommended these confirmations be sent. 
+53. Respondents failed to adequately plan, staff and supervise the audit.  Bahar failed to 
+adequately supervise the Senior Accountant during the course of the audit.  Bahar was never onsite 
+with the Senior Accountant during the field work.  Had he done so, he might have discovered 
+inconsistencies contained within the working papers, including that his staff claimed to have 
+vouched HSN sales to alleged purchase orders that stated, “This is not a purchase order!”  Bahar 
+also never asked the Senior Accountant to review certain applicable GAAP requirements 
+governing revenue recognition in connection with the audit.  Brown never visited ICTV or the 
+Davidson office, and relied upon Bahar to manage all of the field work.  Dohan failed to ensure 
+that Brown and Bahar were adequately proficient to conduct the audit. 
+54. Brown, Bahar, and Dohan + Co. failed to sufficiently understand ICTV’s business 
+to enable them to understand transactions that had a significant effect on ICTV’s financial 
+statements.  Brown, Bahar, and Dohan + Co. failed to identify the impact of ICTV’s 30-day free 
+trial period, or applicable GAAP standards prohibiting revenue recognition prior to customer 
+acceptance where a trial or evaluation period exists.  The working papers also do not reflect that 
+Brown, Bahar, or Dohan + Co. performed any substantive testing of ICTV’s stated returns for 
+direct sales, or that they considered the impact of applicable GAAP guidance on estimating future 
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+returns for such sales.  The auditors also failed to reconcile an inherent inconsistency between 
+ICTV’s stated returns and its disclosed historical return rate for direct consumer sales. 
+55. Finally, Respondents also failed to consider other Standards of Field Work 
+contained in AU Section 300, including AU Section 316, Consideration of Fraud in a Financial 
+Statement Audit; AU Section 329, Analytical Procedures; and AU Section 331, Inventories. 
+E. VIOLATIONS 
+As a result of the conduct described above, Respondents engaged in improper professional 
+conduct as defined in Section 4C of the Exchange Act and Rule 102(e)(1)(ii) and (iv), in that their 
+conduct constituted (A) intentional or knowing conduct, including reckless conduct, that resulted in 
+violation of applicable professional standards, or in the alternative, (B) negligent conduct, 
+consisting of (1) a single instance of highly unreasonable conduct that resulted in a violation of 
+applicable professional standards in circumstances in which Respondents knew, or should have 
+known, that heightened scrutiny was warranted, or (2) repeated instances of unreasonable conduct 
+by Respondents, each resulting in a violation of applicable professional standards, that indicate a 
+lack of competence to practice before the Commission. 
+III. 
+In view of the allegations made by the Division of Enforcement and the Office of the 
+Chief Accountant, the Commission deems it necessary and appropriate that public administrative 
+proceedings be instituted to determine:  
+A. Whether the allegations set forth in Section II are true and, in connection 
+therewith, to afford Respondents an opportunity to establish any defenses to such allegations; 
+and 
+B. What, if any, remedial action is appropriate against Respondents pursuant to Rule 
+102(e) of the Commission’s Rules of Practice, including, but not limited to, censure and/or 
+denying, temporarily or permanently, the privilege of appearing or practicing before the 
+Commission. 
+IV. 
+IT IS HEREBY ORDERED that a public hearing for the purpose of taking evidence on 
+the questions set forth in Section III hereof shall be convened at a time and place to be fixed, and 
+before an Administrative Law Judge to be designated by further order as provided by Rule 110 
+of the Commission’s Rules of Practice [17 C.F.R. § 201.110]. 
+IT IS HEREBY FURTHER ORDERED that Respondents shall file an Answer to the 
+allegations contained in this Order within twenty (20) days after service of this Order, as 
+provided by Rule 220 of the Commission’s Rules of Practice [17 C.F.R. § 201.220]. 
+11 
+
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+If Respondents fail to file the directed Answer, or fail to appear at a hearing after being 
+duly notified, the Respondents may be deemed in default and the proceedings may be determined 
+against them upon consideration of this Order, the allegations of which may be deemed to be true 
+as provided by Rules 155(a), 220(f), 221(f), and 310 of the Commission’s Rules of Practice [17 
+C.F.R. §§ 201.155(a), 201.220(f), 201.221(f), and 201.310]. 
+This Order shall be served upon Respondents in accordance with the provisions of Rule 
+141 of the Commission’s Rules of Practice [17 C.F.R. § 201.141]. 
+IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an initial 
+decision no later than 300 days from the date of service of this Order, pursuant to Rule 360(a)(2) 
+of the Commission’s Rules of Practice [17 C.F.R. §201.360(a)(2)]. 
+In the absence of an appropriate waiver, no officer or employee of the Commission 
+engaged in the performance of investigative or prosecuting functions in this or any factually related 
+proceeding will be permitted to participate or advise in the decision of this matter, except as 
+witness or counsel in proceedings held pursuant to notice.  Since this proceeding is not “rule 
+making” within the meaning of Section 551 of the Administrative Procedure Act, it is not deemed 
+subject to the provisions of Section 553 delaying the effective date of any final Commission action. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+12 
+
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+    
+   
+    
+ 
+ 
+    
+ 
+   
+    
+ 
+ 
+     
+ 
+ 
+   
+ 
+ 
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Public 
+Administrative Proceedings Pursuant to Section 4C of the Securities Exchange Act of 1934 and 
+Rule 102(e) of the Commission’s Rules of Practice (“Order”), on the Respondents and their legal 
+agents. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+John Yun, Esq. 
+San Francisco Regional Office 
+Securities and Exchange Commission 
+44 Montgomery Street, Suite 2600 
+San Francisco, CA 94104 
+Jason Habermeyer, Esq.  
+San Francisco Regional Office 
+Securities and Exchange Commission 
+44 Montgomery Street, Suite 2600 
+San Francisco, CA 94104 
+Dohan + Company CPAs 
+7700 North Kendall Drive, Suite 200 
+Miami, FL 33156 
+Mr. Steven H. Dohan 
+Dohan + Company CPAs 
+7700 North Kendall Drive, Suite 200 
+Miami, FL 33156 
+Ms. Nancy L. Brown 
+Dohan + Company CPAs 
+7700 North Kendall Drive, Suite 200 
+Miami, FL 33156 
+13 
+
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+Mr. Erez Bahar 
+Davidson & Company LLP 
+1200-609 Granville Street 
+P.O. Box 10372, Pacific Centre 
+Vancouver, BC V7Y 1G6 
+Canada 
+Michael Tarre, Esq. 
+Two South Biscayne Boulevard, Suite 3700 
+Miami, FL 33131 
+(Counsel for Dohan + Company CPAs and Steven H. Dohan) 
+Susan E. Trench, Esq. 
+Goldstein, Tanen & Trench, P.A. 
+One Biscayne Tower, Suite 3700 
+Two South Biscayne Boulevard 
+Miami, FL 33131 
+(Counsel for Nancy L. Brown) 
+Murray A. Clemons, Q.C. 
+Nathanson Schachter & Thompson LLP 
+750-900 Howe Street 
+Vancouver, BC V6Z 2M4 
+Canada 
+(Counsel for Erez Bahar) 
+Christopher Wells, Esq. 
+Lane Powell PC 
+1420 Fifth Avenue, Suite 4100 
+Seattle, WA 98101 
+(Counsel for Erez Bahar) 
+14 
+
+  
+ 
+ 
+15 
+
+ 
+ 
+ 
+ 
+ 
+ 
+    
+  
+ 
+Appendix A 
+Improperly Recognized 2007 HSN Sales By ICTV 
+DATE AMOUNT UNITS PRODUCT 
+2/22/2007 $89,050.50 1,799 Derma Wand 
+6/12/2007 $198,049.50 4.001 Derma Wand 
+6/15/2007 $297,000.00 6,000 Derma Wand 
+9/30/2007 $1,028,362.50 20,775 Derma Wand 
+11/19/2007 $93,598.25 3,499 Cell RX 
+12/21/2007 $990,000.00 20,000 Derma Wand 
+12/26/2007 $200,574.00 4,052 Derma Wand 
+TOTAL $2,896,634.75 
\ No newline at end of file
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@@ -0,0 +1,208 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+ 
+      
+    
+      
+    
+       
+       
+  
+   
+ 
+ 
+ 
+ 
+   
+ 
+                                                 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62751 / August 20, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3172 / August 20, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14012 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+L. CYRUS DeBLANC, : 102(e) OF THE COMMISSION’S RULES OF 
+: PRACTICE, MAKING FINDINGS, AND 
+Respondent. : IMPOSING REMEDIAL SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against L. 
+Cyrus DeBlanc (“Respondent” or “DeBlanc”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+  
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III. 3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. DeBlanc, age 58, was a comptroller and CFO of Newpark Resources, Inc.’s 
+(“Newpark”) subsidiary Soloco, LLC (“Soloco”) from 1992 until his termination in 2006.  In that 
+capacity, DeBlanc was responsible for the accuracy of Soloco’s financial statements.  DeBlanc has 
+never had a CPA license.  Newpark dismissed DeBlanc in June 2006 for his involvement in the 
+transactions at issue in the civil proceeding filed against him by the Commission.  
+2. Newpark was, at all relevant times, a Delaware corporation with its principal 
+place of business in New Orleans, Louisiana.  Newpark was engaged in the business of operating as 
+a diversified oil and gas industry supplier with three operating segments: fluid systems and 
+engineering, mat and integrated services, and environmental services.  At all relevant times, 
+Newpark’s common stock was registered with the Commission pursuant to Section 12(b) of the 
+Securities Exchange Act of 1934 (“Exchange Act”), and traded on the New York Stock Exchange. 
+3. On July 16, 2009, the Commission filed a complaint against DeBlanc in 
+SEC v. Matthew W. Hardey, L. Cyrus DeBlanc and Joe E. Penland, Civil Action No. 09-4414 
+(E.D. La.). On May 14, 2010, the court entered an order permanently enjoining DeBlanc, by 
+consent, from future violations of Section 17(a) of the Securities Act of 1933 (“Securities Act”), 
+Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, 
+and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the 
+Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder.  DeBlanc was also ordered 
+to pay a $75,000 civil money penalty and was barred from serving as an officer and director of a 
+public company. 
+4. The Commission’s Complaint alleged, among other things, that DeBlanc 
+engaged in a fraudulent scheme which resulted in Newpark filing materially false and misleading 
+financial statements in the company’s annual report on Form 10-K for the fiscal year ended 
+December 31, 2003.  The Complaint alleged that DeBlanc engaged in a number of improper 
+accounting practices that enabled Newpark to avoid writing-off approximately $4.2 million of its 
+reported receivables in the annual financial statements for fiscal year 2003.  If such receivables had 
+2
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+   
+ 
+  
+ 
+ 
+ 
+ 
+   
+ 
+ 
+been written-off as required by Generally Accepted Accounting Principles (“GAAP”), the 
+associated bad debt expenses would have caused Newpark to report a significant net loss in its 
+Form 10-K for the fiscal year ended December 31, 2003 as opposed to the $494,000 of net income 
+that the company actually reported in the filing.   
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent DeBlanc’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that DeBlanc is suspended 
+from appearing or practicing before the Commission as an accountant.
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+ 
+   
+ 
+ 
+ 
+               
+ 
+ 
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings and 
+Imposing Remedial Sanctions ("Order"), on the Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Edward G. Sullivan, Esq. 
+Atlanta Regional Office 
+Securities and Exchange Commission 
+3475 Lenox Road, N.E., Suite 500 
+Atlanta, GA 30326 
+Mr. L. Cyrus DeBlanc 
+113 Caroline Street 
+Scott, LA 70583 
+Charles E. Hamilton, III, Esq. 
+Hamilton, Brown & Babst 
+Pan American Life Center 
+601 Poydras Street, Suite 2750 
+New Orleans, LA 70130 
+(Counsel for L. Cyrus DeBlanc) 
+4
+ 
\ No newline at end of file
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--- /dev/null
+++ b/raw/aaer/2010/AAER-3173.txt
@@ -0,0 +1,208 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+ 
+      
+   
+      
+    
+       
+       
+  
+   
+ 
+ 
+ 
+ 
+ 
+   
+ 
+                                                 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62752 / August 20, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3173 / August 20, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14013 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+   MATTHEW W. HARDEY, : 102(e) OF THE COMMISSION’S RULES OF 
+: PRACTICE, MAKING FINDINGS, AND 
+Respondent. : IMPOSING REMEDIAL SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against 
+Matthew W. Hardey (“Respondent” or “Hardey”) pursuant to Rule 102(e)(3)(i) of the 
+Commission’s Rules of Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III. 3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Hardey, age 59, was the CFO and vice president of finance of Newpark 
+Resources, Inc. (“Newpark”) from 1991 until his termination in 2006.  In that capacity, Hardey was 
+responsible for the accuracy of Newpark’s financial statements.  Hardey has never had a CPA 
+license. Newpark dismissed Hardey in June 2006 for his involvement in the transactions at issue in 
+the civil proceeding filed against him by the Commission.  
+2. Newpark was, at all relevant times, a Delaware corporation with its principal 
+place of business in New Orleans, Louisiana.  Newpark was engaged in the business of operating as 
+a diversified oil and gas industry supplier with three operating segments: fluid systems and 
+engineering, mat and integrated services, and environmental services.  At all relevant times, 
+Newpark’s common stock was registered with the Commission pursuant to Section 12(b) of the 
+Securities Exchange Act of 1934 (“Exchange Act”), and traded on the New York Stock Exchange. 
+3. On July 16, 2009, the Commission filed a complaint against Hardey in SEC 
+v. Matthew W. Hardey, L. Cyrus DeBlanc and Joe E. Penland, Civil Action No. 09-4414 (E.D. 
+La.). On July 29, 2010, the court entered an order permanently enjoining Hardey, by consent, from 
+future violations of Section 17(a) of the Securities Act of 1933 (“Securities Act”), Sections 10(b) 
+and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, and from 
+aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act 
+and Rules 12b-20, 13a-1, 13a-11, 13a-13 and 13a-14 thereunder.  Hardey was also ordered to pay a 
+$75,000 civil money penalty and was barred from serving as an officer and director of a public 
+company. 
+4. The Commission’s Complaint alleged, among other things, that Hardey 
+engaged in a fraudulent scheme which resulted in Newpark filing materially false and misleading 
+financial statements in the company’s annual report on Form 10-K for the fiscal year ended 
+December 31, 2003.  The Complaint alleged that Hardey engaged in a number of improper 
+accounting practices that enabled Newpark to avoid writing-off approximately $4.2 million of its 
+reported receivables in the annual financial statements for fiscal year 2003.  If such receivables had 
+2
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+   
+ 
+  
+ 
+ 
+ 
+ 
+   
+ 
+been written-off as required by Generally Accepted Accounting Principles (“GAAP”), the 
+associated bad debt expenses would have caused Newpark to report a significant net loss in its 
+Form 10-K for the fiscal year ended December 31, 2003 as opposed to the $494,000 of net income 
+that the company actually reported in the filing.   
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Hardey’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that Hardey is suspended 
+from appearing or practicing before the Commission as an accountant.
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+  
+               
+        
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings and 
+Imposing Remedial Sanctions ("Order"), on the Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Edward G. Sullivan, Esq. 
+Atlanta Regional Office 
+Securities and Exchange Commission 
+3475 Lenox Road, N.E., Suite 500 
+Atlanta, GA 30326 
+Mr. Matthew W. Hardey 
+1027 W. 11
+th Avenue 
+Covington, LA 70433 
+Joseph C. Peiffer, Esq. 
+Fishman Haygood Phelps Walmsley 
+Willis & Swanson, L.L.P. 
+201 St. Charles Avenue, 46th Floor 
+New Orleans, LA 70170-4600 
+ (Counsel for Matthew W. Hardey) 
+4
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3174.txt b/raw/aaer/2010/AAER-3174.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8807646203a3388d0d24dd030b8f65de965e0150
--- /dev/null
+++ b/raw/aaer/2010/AAER-3174.txt
@@ -0,0 +1,1354 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Escala Group, Inc., Gregory Manning, and Larry Lee Crawford, CPA 
+     
+     
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21630 / August 24, 2010  Accounting and Auditing Enforcement Release No. 3174 / August 24, 2010   Securities and Exchange Commission v. Escala Group, Inc., Gregory Manning, and Larry Lee Crawford , CPA, Civil Action No. 09 CV 2646 (S.D.N.Y., August 23, 2010)  SEC Settles Disclosure and Accounting Fraud Charges Against Escala Group, Inc.'s Former CEO, Gregory Manning.  The Securities and Exchange Commission announced that on August 23, 2010, the Honorable Denise Cote of the United States District Court for the Southern District of New York entered a Final Judgment against the founder and former CEO of Escala Group, Inc., Gregory Manning ("Manning"), 64, who was charged, along with then-NASDAQ National Market issuer Escala Group, Inc. ("Escala"), and former CFO Larry Lee Crawford, 62, with disclosure and accounting fraud violations concerning related party transactions between Escala and its parent company, Afinsa Bienes Tangibles, S.A. ("Afinsa").  The Final Judgment, to which Manning consented without admitting or denying the allegations in the complaint, permanently restrains and enjoins Manning from: (i) violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; (ii) violation of Section 13(b)(5) of the Exchange Act [15 U.S.C. §§ 78m(b)(5)] and Exchange Act Rules 13b2-1 and 13b2-2 [17 C.F.R. §§ 240.13b2-1 and 13b2-2]; (iii) aiding and abetting Escala Group Inc's violation of Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) [15 U.S.C. §§ 78m(a), 78m(b)(2)(A), and 78m(b)(2)(B),] and Rules 12b-20, 13a-1, 13a-13 [17 C.F.R. §§ 240.12b-20, 13a-1, and 13a-13]; (iv) violation of Exchange Act Rule 13a-14 [17 C.F.R. § 240.13a-14]. It also orders Manning to pay $669,489 in disgorgement, prejudgment interest and penalties, and bars Manning from serving as an officer or director of a public company for 10 years.  Escala, now known as Spectrum Group International, Inc., was a network of companies in the collectibles market specializing in stamps. Afinsa was a privately held Spanish company that sold investments in portfolios of stamps in Europe. The Commission's complaint, filed on March 23, 2009, and amended on August 28, 2009, among other things, alleged a fraudulent business scheme based upon the secret and dramatic manipulation of collectible stamp values, in which Manning violated the antifraud and reporting provisions of the federal securities laws by failing to disclose the related party status of Barrett & Worthen, Inc., resulting in control of the Brookman Catalogue, and failing to disclose the revenues obtained by virtue of Afinsa and Manning's control of the prices in the Brookman Catalogue; falsely representing that Escala sold Afinsa several large stamp archives at prices determined by reference to independent stamp catalogues and appraisals when in fact Manning set the catalogue prices and influenced and edited the appraisals; and that Escala and Manning also violated the antifraud provisions by selling back to Afinsa in a round-trip transaction inventory acquired from Afinsa in direct contravention of Escala's public promise not to do so.  Additional Materials:   Litigation Release No.  20965  (SEC v. Escala Group, Inc., et al.) See also:  SEC Complaint    
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+ 
+ 
+ 
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+ 
+UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62761 / August 24, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3175 / August 24, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14018 
+In the Matter of 
+STEPHEN BURKE, CPA 
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE AND CEASE-AND-
+DESIST PROCEEDINGS PURSUANT 
+TO SECTIONS 4C AND 21C OF THE 
+SECURITIES EXCHANGE ACT OF 1934 
+AND RULE 102(e) OF THE 
+COMMISSION’S RULES OF 
+PRACTICE, MAKING FINDINGS, AND 
+IMPOSING REMEDIAL SANCTIONS 
+AND A CEASE-AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that 
+public administrative and cease-and-desist proceedings be, and hereby are, instituted against 
+Stephen Burke, CPA (“Respondent” or “Burke”) pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(l)(iii) of the Commission’s 
+Rules of Practice. 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the 
+findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 
+these proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
+Public Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as 
+set forth below. 
+ 
+ 
+ 
+ 
+ 
+                                                 
+ 
+ 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 
+Summary 
+1. These proceedings arise out of material misstatements of revenue and net income 
+by Fischer Imaging Corporation (“Fischer”) in its filings on Form 10-Q for the second and third 
+quarters of 2002. From January 2000 through September 2002, Fischer materially misstated 
+revenue and net income in its financial statements as a result of, among other things, Fischer’s 
+improper recognition of revenue from equipment orders upon shipment to warehouses controlled 
+by Fischer. Burke was hired as a consultant by Fischer’s board of directors in March, 2002, and 
+received information regarding this practice shortly thereafter.  After Burke became Fischer’s 
+CFO in October 2002, Burke signed an amended quarterly filing for Fischer’s second quarter of 
+2002 and signed Fischer’s quarterly filing for the third quarter of 2002 without taking sufficient 
+steps to determine whether Fischer’s revenue recognition practices were appropriate.  Further, 
+despite his knowledge of Fischer’s shipments to storage facilities, Burke did not take sufficient 
+steps to implement a system of internal accounting controls to ensure that Fischer’s revenue and 
+net income were properly reported.  Through his inactions, Burke violated and aided and abetted 
+violations of the reporting, internal controls and books and records provisions of the Exchange 
+Act. Burke also made or caused to be made fals e or misleading statements to Fischer’s external 
+auditors regarding Fischer’s revenue recognition practices and provided false certifications in 
+connection with Fischer’s amended filing for the second quarter of 2002 and Fischer’s quarterly 
+filing for the third quarter of 2002. 
+Respondent 
+2. Stephen Burke, age 61, of Lake Bluff, Illinois, was a consultant for Fischer’s 
+board of directors from March 2002 through October 2002.  Burke was Fischer’s CFO, executive 
+vice president of finance, and secretary from October 2002 to January 2004.  Burke has held a 
+Minnesota CPA license since 1998, which is currently inactive.  In 2005, the Commission filed a 
+civil injunctive action in the U. S. District Court for the District of Colorado against Burke and 
+five other Fischer executives and board members based on their roles in Fischer’s improper 
+revenue recognition and other accounting misstatements.  SEC v. Louis E. Rivelli, et al., Civil 
+Action No. 1:05-cv-01039 (D.Colo). 
+Other Relevant Entity 
+3. Fischer Imaging Corporation, during the relevant period, was a Delaware 
+corporation with its principal place of business in Denver, Colorado.  Fischer was dissolved as of 
+May 18, 2007, pursuant to a Chapter 11 Liquidating Plan.  Prior to its dissolution, Fischer 
+designed, manufactured, and marketed specialty medical imaging systems used for the diagnosis 
+and screening of disease. Fischer’s common stock was registered with the Commission pursuant 
+to Section 12(g) of the Exchange Act and Fischer was required to file periodic reports with the 
+SEC on Forms 10-K and 10-Q.  In 2004, the Commission imposed a cease-and-desist order 
+1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
+person or entity in this or any other proceeding. 
+2 
+
+ 
+ 
+ 
+ 
+against Fischer for violations of the anti-fraud, reporting, internal controls and books and records 
+provisions of the federal securities laws resulting from Fischer’s improper revenue recognition 
+and other accounting misstatements.  In the Matter of Fischer Imaging Corp., Exchange Act Rel. 
+No. 34-50663 (Nov. 15, 2004). 
+Facts 
+A. Fischer’s Improper Revenue Recognition 
+4. From January 2000 through September 2002, Fischer improperly recognized 
+revenue upon shipment of products to storage facilities rather than upon shipment to customers 
+or customer designated locations.  Fischer paid for the storage costs while the equipment was at 
+these storage facilities, insured the equipment, and continued to exercise control over it.  It was 
+improper under Generally Accepted Accounting Principles (“GAAP”) for Fischer to recognize 
+revenue on these orders at the time they were shipped to the storage facilities because, among 
+other reasons, delivery had not occurred and the revenue had not been earned.  As a result of 
+these and other improper revenue recognition practices, Fischer materially misstated its revenue 
+and net income in its filings with the Commission from January 2000 through September 2002. 
+B. Burke’s Conduct 
+5. In March 2002, Burke was hired by Fischer’s board of directors to work at 
+Fischer’s headquarters as a consultant and was charged with addressing various accounting 
+issues about which the board had concerns. Through his role as a Fischer consultant Burke 
+became aware that Fischer recognized revenue for certain sales when products were shipped to 
+storage facilities, rather than when they were shipped to customers or customer designated 
+locations. Burke also learned that Fischer wa s constrained from collecting accounts receivable 
+related to products that were in storage. 
+6. Burke became Fischer’s CFO in October 2002.  Despite Burke’s knowledge of 
+Fischer’s practice of recognizing revenue upon shipment to storage facilities rather than to 
+customer locations, he failed to implement a sufficient system of internal controls designed to 
+provide reasonable assurances that Fischer reported its revenue and net income in conformity 
+with GAAP.  Burke also circumvented or failed to implement the internal controls Fischer did 
+have and caused Fischer’s revenue and net income to be falsified through his failure to fully 
+investigate Fischer’s practice of recognizing revenue on shipments to storage facilities. 
+7. After Burke became Fischer’s CFO in October 2002, he reviewed and signed 
+Fischer’s amended filing on Form 10-Q for the quarter ended June 30, 2002, which Fischer filed 
+on November 14, 2002, and Fischer’s quarterly filing on Form 10-Q for the quarter ended 
+September 29, 2002.  Fischer’s revenue and net income were materially misstated in these filings 
+and in Fischer’s books and records as a result of Fischer’s improper revenue practices.  In 
+connection with these filings, Burke signed certifications that falsely stated that to the best of his 
+knowledge, they complied with the requirements of Section 13(a) of the Exchange Act and fairly 
+presented, in all material respects, the financial condition and results of operations of Fischer.  
+Burke signed these certifications without taking sufficient steps to investigate whether Fischer’s 
+revenue recognition practices rendered the certifications false. 
+3 
+
+ 
+8. Burke also made materially false or misleading statements to Fischer’s external 
+auditors in connection with their reviews of Fischer’s filings for the second and third quarters of 
+2002 regarding Fischer’s revenue recognition practices and aged accounts receivable associated 
+with orders that were in storage.  Additionally, Burke signed management representation letters 
+that contained false or misleading statements regarding, among other things, Fischer’s revenue 
+recognition practices and the validity of sales and associated receivables recorded in Fischer’s 
+accounting records. 
+Violations 
+9. Section 13(a) of the Exchange Act and Rule 13a-13 thereunder require issuers 
+with securities registered under Section 12 of the Exchange Act to file quarterly and other 
+periodic reports with the Commission and to keep this information current.  The obligation to file 
+such reports embodies the requirement that they be true and correct.  See, e.g., SEC v. Savoy 
+Indus., Inc., 587 F.2d 1149, 1165 (D.C. Cir. 1978), cert. denied, 440 U.S. 913 (1979). In 
+addition to the information expressly required to be included in a statement or report, Rule 12b-
+20 requires that there shall be added such further material information, if any, as may be 
+necessary to make the required statements, in the light of the circumstances under which they are 
+made, not misleading. 
+10. As discussed above, Burke caused Fischer to file false and misleading quarterly 
+reports with the Commission for the second and third quarters of 2002 that misrepresented the 
+revenue and net income of Fischer.  By his conduct described above, Burke willfully aided and 
+abetted and caused Fischer’s violations of Section 13(a) of the Exchange Act and Rules 13a-13 
+and Rule 12b-20 thereunder. 
+11. Section 13(b)(2)(A) of the Exchange Act requires Section 12 registrants to make 
+and keep books, records, and accounts that accurately and fairly reflect the transactions and 
+dispositions of their assets. Section 13(b)(2)(B ) requires registrants to devise and maintain a 
+system of internal accounting controls that, among other things, provides reasonable assurance 
+that transactions are recorded as necessary to permit preparation of financial statements in 
+conformity with GAAP.  Section 13(b)(5) provides that no person shall knowingly falsify any 
+book, record, or account or circumvent internal controls.  Rule 13b2-l prohibits the falsification 
+of any book, record, or account subject to Section 13(b)(2)(A). 
+12. As a result of the conduct described above, Burke willfully violated Section 
+13(b)(5) of the Exchange Act and Rule 13b2-l thereunder, and willfully aided and abetted and 
+caused Fischer’s violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 
+13. As a result of the conduct described above, Burke willfully violated Rule 13b2-2 
+under the Exchange Act which prohibits a director or officer of an issuer from, among other 
+things, directly or indirectly, making or causing to be made a materially false or misleading 
+statement to an accountant in connection with any audit, review or examination of the financial 
+statements of the issuer required to be made pursuant to Section 13(b)(2) of the Exchange Act. 
+14. As a result of the conduct described above, Burke willfully violated Rule 13a-14 
+under the Exchange Act which sets forth the requirements for certain reports filed under Section 
+4 
+
+ 
+ 
+ 
+13(a) of the Exchange Act to include specified certifications by each principal executive and 
+principal financial officer of the issuer. 
+Findings 
+Based on the foregoing, the Commission finds that Burke (a) willfully violated Section 
+13(b)(5) of the Exchange Act and Rules 13b2-l, 13b2-2, and 13a-14 promulgated thereunder; and 
+(b) willfully aided and abetted and caused Fischer’s violations of Sections 13(a), 13(b)(2)(A) and 
+13(b)(2)(B) of the Exchange Act, and Rules 12b-20 and 13a-13 promulgated thereunder. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent Burke’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Burke shall cease and desist from committing or causing any violations and any 
+future violations of Section 13(b)(5) of the Exchange Act and Rules 13b2-l, 13b2-2, and 13a-14 
+promulgated thereunder; and from causing any violations and any future violations of Sections 
+13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20 and 13a-13 
+promulgated thereunder. 
+B. Burke is denied the privilege of appearing or practicing before the Commission as 
+an accountant. 
+C. After 36 months from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant. Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision; 
+5 
+
+ 
+ 
+(c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+D. The Commission will consider an application by Respondent to resume appearing 
+or practicing before the Commission provided that his state CPA license is current and he has 
+resolved all other disciplinary issues with the applicable state boards of accountancy.  However, 
+if state licensure is dependent on reinstatement by the Commission, the Commission will 
+consider an application on its other merits.  The Commission’s review may include consideration 
+of, in addition to the matters referenced above, any other matters relating to Respondent’s 
+character, integrity, professional conduct, or qualifications to appear or practice before the 
+Commission. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+6 
+
+ 
+ 
+ 
+    
+ 
+   
+ 
+ 
+ 
+ 
+   
+  
+ 
+ 
+    
+ 
+   
+ 
+ 
+   
+ 
+      
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting Public 
+Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making 
+Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order ("Order"), on the 
+Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Zachary T. Carlyle, Esq. 
+Denver Regional Office 
+Securities and Exchange Commission 
+1801 California Street, Suite 1500 
+Denver, CO 80202 
+Mr. Stephen Burke 
+c/o David A. Zisser, Esq. 
+Davis Graham & Stubbs LLP 
+1550 Seventeenth St., Suite 500 
+Denver, CO 80202 
+David A. Zisser, Esq. 
+Davis Graham & Stubbs LLP 
+1550 Seventeenth St., Suite 500 
+Denver, CO 80202 
+(Counsel for Stephen Burke) 
+7 
diff --git a/raw/aaer/2010/AAER-3176.pdf b/raw/aaer/2010/AAER-3176.pdf
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+ 
+ 
+ 
+ 
+ 
+ 
+ 
+       
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+       
+  
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+   
+ 
+                                                 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No.  62773 / August 26, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3176 / August 26, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14025 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+STEPHEN D. CHANSLOR (CPA), : 102(e) OF THE COMMISSION’S RULES OF 
+: PRACTICE, MAKING FINDINGS, AND 
+Respondent. : IMPOSING REMEDIAL SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Stephen 
+D. Chanslor (“Respondent” or “Chanslor”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Chanslor, age 59, was a certified public accountant licensed to practice in the 
+State of Texas until his license expired in June 1996.  In January 1997, the Texas State Board of 
+Public Accountancy issued an order suspending Chanslor’s license based on his failure to fulfill 
+continuing professional education requirements, and in January 2000, Chanslor’s license was 
+statutorily revoked.  He served as Chief Financial Officer of Geotec, Inc. from April 2005 until 
+October 2005. 
+2. Geotec was, at all relevant times, headquartered in Delray Beach, Florida.  At 
+all relevant times, Geotec’s common stock was registered with the Commission and quoted in the Pink 
+Sheets operated by Pink OTC Markets Inc. 
+3. In June 2009, the Commission filed a complaint against Chanslor in SEC v. 
+Geotec, Inc., et al. (Civil Action No. 09-CV-80986).  On July 28, 2010, the Court entered an order 
+permanently enjoining Chanslor, by consent, from future violations of Sections 10(b) and 13(b)(5) 
+of the Exchange Act and Rules 10b-5, 13a-14 and 13b2-1 thereunder, and aiding and abetting 
+violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 
+and 13a-13 thereunder.  The Court also imposed an officer-and-director bar and a civil penalty of 
+$25,000 against Chanslor.   
+4. The Commission’s complaint alleged, among other things, that Chanslor 
+engaged in a fraudulent scheme which resulted in Geotec falsely reporting in its Commission 
+filings that it had acquired millions of tons of coal.  Chanslor signed Geotec’s Form 10-QSB for 
+the quarter ended March 31, 2005 and Form 10-QSB for the quarter ended June 30, 2005.  In both 
+filings, Geotec falsely represented it had acquired 3.7 million tons of coal and a permit had been 
+obtained for the coal, and improperly recorded the coal as an $18.9 million asset.  Geotec omitted 
+to disclose that the coal was under a state receivership, rendering its claimed ownership tenuous at 
+best, and Chanslor signed these filings, knowing they falsely stated there was a permit.  
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+      
+        
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+ 
+      
+  
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Chanslor’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Chanslor is suspended from appearing or practicing before the Commission as an 
+accountant.   
+B. After three years from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application to resume appearing or 
+practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; andor 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the respondent’s or the firm’s quality control system that would indicate 
+that the respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+    
+    
+ 
+  
+      
+   
+  
+             
+  
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 
+Imposing Remedial Sanctions (“Order"), on the Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E 
+Washington, DC 20549-2557 
+Amie Riggle Berlin, Esq. 
+Miami Regional Office 
+Securities and Exchange Commission 
+801 Brickell Avenue, Suite 1800 
+Miami, FL 33131 
+Mr. Stephen D. Chanslor 
+c/o Gregg Breittbart, Esq. 
+Gusrae, Kaplan, Bruno & Nusbaum PLLC 
+2101 NW Corporate Boulevard, Suite 218 
+Boca Raton, FL 33431 
+Gregg Breittbart, Esq. 
+Gusrae, Kaplan, Bruno & Nusbaum PLLC 
+2101 NW Corporate Boulevard, Suite 218 
+Boca Raton, FL 33431 
+(Counsel for Stephen D. Chanslor) 
+5
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3177.txt b/raw/aaer/2010/AAER-3177.txt
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+++ b/raw/aaer/2010/AAER-3177.txt
@@ -0,0 +1,1375 @@
+
+
+ 
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21634 / August 27, 2010  Accounting and Auditing Enforcement Release No. 3177 / August 27, 2010   Securities and Exchange Commission v. Robert W. Davis , Civil Action No. 1:10-cv-01464 (D.D.C.) and  Securities and Exchange Commission v. Randall D. Imhoff, Civil Action No. 1:10-cv-01465 (D.D.C.)   SEC CHARGES FORMER DELL CHIEF ACCOUNTING OFFICER WITH ACCOUNTING FRAUD  Former Corporate Assistant Controller Randall Imhoff Also Charged  The Securities and Exchange Commission today charged former Dell Inc. ("Dell") Chief Accounting Officer Robert W. Davis for his role in the company's accounting fraud. Last month, the SEC charged Dell with fraud for materially misstating its operating results from fiscal year 2002 to fiscal year 2005. The SEC's complaint against Davis alleges that he materially misrepresented Dell's financial results by using various "cookie jar" reserves to cover shortfalls in operating results and engaged in other reserve manipulations from FY2002 to FY2005. Davis agreed to pay a $175,000 penalty and to pay disgorgement and pre-judgment interest to settle the SEC's charges.  The SEC separately charged today former Dell Assistant Controller Randall D. Imhoff with aiding and abetting Dell's improper accounting. Imhoff agreed to pay a $25,000 penalty and to pay disgorgement and pre-judgment interest to settle the SEC's charges. The SEC's complaint against Davis, filed in federal district court in Washington, D.C., alleges that he directed the use of "cookie jar" reserves to cover shortfalls in operating results over three years. This fraudulent accounting made it appear that Dell was consistently meeting Wall Street earnings targets through the company's management and operations. The SEC's complaint further alleges that the reserve manipulations allowed Dell to materially misstate its operating expenses as a percentage of revenue - an important financial metric that Dell highlighted to investors. The manipulations also enabled Dell to materially misstate the operating income of its Europe, Middle East and Africa ("EMEA") segment.  The SEC's complaint alleges that Davis directed that Dell maintain cookie jar reserves - which he referred to as "contingencies" - to cover future liabilities. The SEC alleges that an example of this misconduct related to Dell's use of excess tax reserves identified in its Japanese business unit. The complaint alleges that Dell identified an excess tax reserve in Dell Japan in the fourth quarter of FY2003. Rather than releasing the entire excess to its income statement, as required by Generally Accepted Accounting Principles ("GAAP"), Dell transferred the bulk of the excess to a cookie jar reserve account in its corporate division that Davis tracked. Two quarters later, Dell released this excess to offset the income statement impact to Dell from a litigation settlement and otherwise provide a boost to Dell's operating results. In another example, the SEC's complaint alleges that Davis improperly manipulated Dell's bonus and profit sharing accounts by "bleeding down" the amounts of excess accruals over time, rather than recording the entire excess in its income statement when it was first identified as required by GAAP.  In a separate complaint also filed in federal district court in Washington, D.C., the SEC alleges that Imhoff aided and abetted Dell's improper use of "cookie jar" reserves and other reserve manipulations to cover shortfalls in Dell's operating results from FY2002 to FY2004. The SEC's complaint alleges that Imhoff, acting under his supervisors' general direction, planned and issued instructions regarding Dell's build-up and use of cookie jar reserves. In an example of his involvement in Dell's other improper reserve manipulations, the SEC's complaint alleges that Imhoff failed to ensure that Dell increased its reserves, as required by GAAP, after learning that an accrual to cover the costs of closing a Dell facility in Texas was inadequate.  Without admitting or denying the SEC's allegations, Davis consented to the entry of an order that permanently restrains and enjoins him from violation of Section 17(a)(2) and (3) of the Securities Act of 1933 and Section 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rules 13b2-1 and 13b2-2 thereunder, and from aiding and abetting violations of Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) and Rules 12b-20, 13a-1, and 13a-13. Davis also agreed to pay a penalty of $175,000, disgorgement of $19,080, and prejudgment interest of $9,078. In his settlement offer, Davis also consented to the issuance of an administrative order pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending him from appearing or practicing before the SEC as an accountant, with the right to apply for reinstatement after five years.  Without admitting or denying the SEC's allegations, Imhoff consented to the entry of an order that permanently restrains and enjoins him from violation of Exchange Act Section 13(b)(5) and Rules 13b2-1 and 13b2-2, and from aiding and abetting violations of Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) and Rules 12b-20, 13a-1, and 13a-13. Imhoff also agreed to pay a penalty of $25,000, disgorgement of $12,852, and prejudgment interest of $6,197. In his settlement offer, Imhoff also consented to the issuance of an administrative order pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending him from appearing or practicing before the SEC as an accountant, with the right to apply for reinstatement after three years. 								
+								 
+									             See Also:       SEC Complaints  SEC v. Davis  and  SEC v. Imhoff                   							  
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diff --git a/raw/aaer/2010/AAER-3178.txt b/raw/aaer/2010/AAER-3178.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21636 / August 31, 2010  Accounting and Auditing Enforcement Release No. 3178 / August 31, 2010   SEC v. Urs Kamber, Stephan Husi and Richard Jon May , Civil Action No. 1:07-CV-01867 (JDB) (D.D.C.)  FORMER GROUP VICE PRESIDENT OF FINANCE, TAX COUNSEL AND TREASURER OF CENTERPULSE USA, INC. SETTLES CHARGES WITH SEC  The Securities and Exchange Commission today announced that Richard Jon May, the former Group Vice President of Finance, Tax Counsel and Treasurer of Centerpulse USA, Inc., a subsidiary of Centerpulse Ltd., has settled the Commission's charges against him arising from his alleged involvement in the improper overstatement of Centerpulse's income in the third and fourth quarters of 2002. Without admitting or denying the Commission's allegations, May consented to the entry of a final judgment in the Commission's litigation pending in the U.S. District Court for the District of Columbia. The final judgment, which was entered on August 30, 2010, orders May to pay $20,000 in disgorgement and $10,519 in prejudgment interest. The final judgment also permanently enjoins May from violating the falsification of books and records provision of the federal securities laws, Section 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rule 13b2-1, and from aiding and abetting violations of the reporting, books and records and internal controls provisions of the federal securities laws, Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B), and Exchange Act Rules 12b-20, 13a-1 and 13a-16.  The Commission's complaint alleged that May, along with two other former Centerpulse executives, (1) overstated Centerpulse's third quarter 2002 income by improperly deferring recognition of a $25 million expense, and (2) improperly overstated Centerpulse's fourth quarter and fiscal 2002 income by not increasing a reserve to cover at least $18 million in liabilities, and improperly using anticipated refund credits to offset another $5 million in expenses.  The Commission previously reached a settlement in this litigation with Urs Kamber, Centerpulse's former Chief Financial Officer, and Stephan Husi, Centerpulse's former Head of Corporate Planning and Controlling. See Lit. Rel. No.  20605  / AAE Rel. No. 2835 (May 30, 2008); and Lit. Rel. No.  20860  / AAE Rel. No. 2919 (Jan. 21, 2009). The Commission also previously reached administrative settlements with Dennis L. Hynson, CPA, Christopher W. Kelford and Paula J. Norbom, CPA, the former vice presidents of finance for Centerpulse's three U.S. divisions, who consented to the entry of cease-and-desist orders relating to improper accounting decisions they made during the third quarter of 2002. See Admin. Proc. No. 3-13047 / AAE Rel. No. 2832 / Rel. No.  57889  (May 30, 2008); Admin. Proc. No. 3-13048 / AAE Rel. No. 2833 / Rel. No.  57890  (May 30, 2008); and Admin. Proc. No. 3-13049 / AAE Rel. No. 2834 / Rel. No.  57891  (May 30, 2008). 								
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diff --git a/raw/aaer/2010/AAER-3179.txt b/raw/aaer/2010/AAER-3179.txt
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index 0000000000000000000000000000000000000000..3b4a56fc380db231ee8642296859c07a9724711d
--- /dev/null
+++ b/raw/aaer/2010/AAER-3179.txt
@@ -0,0 +1,1356 @@
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21639 / September 1, 2010  Accounting and Auditing Release No. 3179 / September 1, 2010   SEC v. Lucent Technologies, Inc., et al. , Civil Action No. 04-2315 (WHW) (D. N.J.)  SEC SETTLES ACCOUNTING FRAUD CHARGES AGAINST FORMER SENIOR LUCENT SALES EXECUTIVE  On August 17, 2010, the United States District Court for the District of New Jersey entered final judgment against Nina Aversano, former President of North America Service Provider Networks and former corporate officer of Lucent Technologies Inc. (Lucent), arising out her role in an accounting fraud action that the Commission previously filed against Lucent and ten individuals. Aversano was the remaining defendant in this action. The Commission alleged that Aversano entered into side agreements with certain of Lucent's distributors that granted the distributors rights and privileges beyond those contained in their respective distribution agreements. Those side agreements made it improper for Lucent to recognize revenue, and caused Lucent to materially overstate its pre-tax income for fiscal year 2000.  Without admitting or denying the allegations in the Commission's Amended Complaint, Aversano consented to the entry of the order, which permanently enjoins her from aiding and abetting violations of the anti-fraud provisions of the federal securities laws, and from violating, or aiding and abetting the violation of, the books and records, internal controls, and reporting provisions of the federal securities laws. Specifically, Aversano is enjoined from aiding and abetting violations of Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 10b-5, 12b-20, 13a-11 and 13a-13, and from directly violating Section 13(b)(5) of the Exchange Act and Exchange Act Rules 13b2-1 and 13b2-2. In addition, Aversano was ordered to pay a civil penalty in the amount of $100,000 and to: (1) not seek or become an officer or director of any public company for one year following the date of entry of the Final Judgment; (2) resign immediately from the audit committee of New Jersey Resources Corporation; and (3) discontinue her relationship with the Board of Directors of New Jersey Resources at the earlier of [a] termination by the company, or [b] the expiration of her current term in January 2011.  For further information, see Litigation Release Nos.  21551  (June 9, 2010),  19502  (December 20, 2005),  19437  (October 20, 2005), and  18715  (May 17, 2004). 								
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diff --git a/raw/aaer/2010/AAER-3180.txt b/raw/aaer/2010/AAER-3180.txt
new file mode 100644
index 0000000000000000000000000000000000000000..c50540208baad173857c3985553b90c129f647d1
--- /dev/null
+++ b/raw/aaer/2010/AAER-3180.txt
@@ -0,0 +1,1370 @@
+
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+     SEC.gov | Sujata Sachdeva and Julie Mulvaney 
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21640 / September 1, 2010  Accounting and Auditing Enforcement Release No. 3180 / September 1, 2010  SEC v. Sujata Sachdeva and Julie Mulvaney, Civil Case No. 10-CV-0747, USDC, E.D., Wisc.  SEC CHARGES OFFICER AND EMPLOYEE OF MILWAUKEE CORPORATION IN $30 MILLION EMBEZZLEMENT  On August 31, 2010, the Securities and Exchange Commission ("Commission") filed a civil action in the U.S. District Court of the Eastern District of Wisconsin charging Sujata Sachdeva and Julie Mulvaney with accounting fraud, books and records violations and related misconduct arising from Sachdeva's embezzlement of over $30 million from their employer, Koss Corporation.  The Commission's complaint alleges that, since at least 2004, Sachdeva - the former Principal Accounting Officer, Secretary and Vice-President of Finance at Koss - stole over $30 million from Koss. Sachdeva used the embezzled funds to finance an extravagant lifestyle, including lavish spending sprees at department stores, designer boutiques, jewelry stores, and other high-end retailers. Sachdeva and Mulvaney - Koss's senior accountant - concealed and facilitated the theft from Koss by preparing materially false accounting records. Mulvaney, working in concert with Sachdeva, prepared false journal entries to disguise Sachdeva's misappropriation of funds. Sachdeva and Mulvaney attempted to hide the embezzlement on Koss's balance sheet and income statement by overstating assets, expenses, and cost of sales, and by understating liabilities and sales. Based on the fraudulent records prepared by Sachdeva and Mulvaney, Koss prepared materially false financial statements and filed materially false current, quarterly, and annual reports with the Commission. After discovering the embezzlement, Koss amended and restated its financial statements for fiscal years 2008 and 2009 and the first three quarters of fiscal year 2010.  The Commission's complaint seeks an order to permanently enjoin Sachdeva from violating Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Exchange Act Rules 10b-5, 13b2-1 and 13b2-2, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13. Similarly, the Commission's complaint seeks an order to permanently enjoin Mulvaney from violating Sections 13(b)(5) of the Exchange Act and Exchange Act Rule 13b2-1, from aiding and abetting violations of Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13. Further, the Commission seeks an order directing Sachdeva and Mulvaney each to disgorge their ill-gotten gains obtained through their misconduct, plus prejudgment interest thereon, and to pay a civil money penalty. Finally, the Commission seeks an order permanently barring Sachdeva from acting as an officer or director of any public company.  On July 27, 2010, Sachdeva entered into a plea agreement with the United States Attorney's Office for the Eastern District of Wisconsin in a parallel criminal proceeding and pleaded guilty to six counts of wire fraud. Sachdeva admitted her multi-million-dollar theft from Koss, and admitted her scheme to falsify Koss's accounting records to hide her embezzlement. Sachdeva is scheduled to be sentenced on November 18, 2010.  The Commission acknowledges the assistance of the U.S. Attorney's Office for the Eastern District of Wisconsin. 								
+								 
+									             See Also:        SEC Complaint                   							  
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+                                                
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+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62865 / September 8, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3181 / September 8, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14037 
+In the Matter of 
+KEVIN J. SCHOTT, CPA, 
+Respondent. 
+ORDER INSTITUTING  
+ADMINISTRATIVE PROCEEDINGS 
+PURSUANT TO RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Kevin J. 
+Schott (“Respondent” or “Schott”) pursuant to Section Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.1 
+II. 
+In anticipation of the institution of these proceedings, Respondent Schott has submitted an 
+Offer of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . 
+suspend from appearing or practicing before it any . . . accountant . . . who has been by name . . . permanently 
+enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the 
+Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of 
+the rules and regulations thereunder. 
+ 
+ 
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+  
+ 
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+ 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+Schott consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 
+102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
+Sanctions (“Order”), as set forth below. 
+III. 
+On the basis of this Order and Respondent Schott’s Offer, the Commission finds that:  
+1. Schott, age 44, was licensed as a CPA in Missouri until he allowed his 
+license to lapse in May 1990.  He served as Chief Financial Officer of Zoltek Companies, Inc. 
+(“Zoltek”) from May 2004 until his resignation in May 2008. 
+2. Zoltek was, at all relevant times, a Missouri corporation with its principal 
+place of business in Bridgeton, Missouri.  Zoltek has operations in several countries and is engaged 
+in the manufacture of carbon fibers used in brake pads and wind turbine blades.  At all relevant 
+times, Zoltek’s stock has been registered pursuant to Section 12(b) of the Securities Exchange Act 
+of 1934 (“Exchange Act”), and traded on the NASDAQ.    
+3. On August 16, 2010, a final judgment was entered against Schott, 
+permanently enjoining him from future violations of Section 13(b)(5) of the Exchange Act and 
+Rules 13a-14, 13b2-1 and 13b2-2 thereunder, in the civil action entitled U.S. Securities and 
+Exchange Commission v. Kevin J. Schott, Civil Action Number 4:10-cv-01500-AGF, in the 
+United States District Court for the Eastern District of Missouri.  Schott was ordered to pay a 
+$20,000 civil penalty.   
+4. The Commission’s complaint alleged, among other things, that Schott 
+circumvented Zoltek’s internal accounting controls and caused Zoltek to make two payments 
+totaling $250,000 to an outside consultant who had raised funds for Zoltek in the past, despite 
+Zoltek’s CEO’s explicit instruction not to make the payments.  Instead of following Zoltek’s 
+internal controls which required the CEO to approve all wire transfers originated in the United 
+States for over $5,000, Schott emailed the controller of Zoltek’s Hungarian subsidiary on two 
+occasions and instructed him to wire $175,000 and $75,000, respectively, to the consultant.  
+According to the complaint, Schott told the Hungarian controller in both emails that the payments 
+were for another purpose.  Schott further concealed the payments to the outside consultant by 
+creating a false document which he gave to Zoltek’s CEO.  By characterizing the payments he 
+made to the consultant as relating to another purpose, Schott caused Zoltek to make false entries 
+into its books and records. According to the complaint, Schott also made false and misleading 
+representations to the public and to Zoltek’s external auditors when he certified Zoltek’s financial 
+statements for the fiscal year ended on September 30, 2007 and for the first quarter of 2008 ended 
+on December 31, 2007. 
+2
+ 
+ 
+ 
+ 
+ 
+  
+ 
+  
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+  
+      
+        
+      
+  
+      
+           
+ 
+ 
+ 
+       
+ 
+ 
+ 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Schott’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Respondent Schott is suspended from appearing or practicing before the 
+Commission as an accountant. 
+B. After one year from the date of this order, Respondent Schott may request that 
+the Commission consider his reinstatement by submitting an application (attention: Office of 
+the Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent Schott’s work in his practice before 
+the Commission will be reviewed either by the independent audit committee of the public 
+company for which he works or in some other acceptable manner, as long as he practices before 
+the Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent Schott, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent Schott, or the registered public accounting firm with 
+which he is associated, has been inspected by the Board and that inspect ion did not identify any 
+criticisms of or potential defects in the Respondent’s or the firm’s quality control system that 
+would indicate that the Respondent will not receive appropriate supervision;
+ (c) Respondent Schott has resolved all disciplinary issues with the 
+Board, and has complied with all terms and conditions of any sanctions imposed by the Board 
+(other than reinstatement by the Commission); and 
+(d) Respondent Schott acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+3
+ 
+ 
+ 
+  
+ 
+ 
+ 
+   
+ 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+    
+   
+    
+ 
+ 
+ 
+      
+  
+   
+   
+             
+   
+ 
+ 
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the  Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 
+Imposing Remedial Sanctions ("Order") on the Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Richard G. Stoltz, Esq.  
+Chicago Regional Office 
+Securities and Exchange Commission 
+175 West Jackson Boulevard, Suite 900 
+Chicago, IL 60604-2615 
+Mr. Kevin J. Schott 
+c/o Christopher J. Petri, Esq. 
+Byron Carlson Petri & Kalb, LLC 
+411 St. Louis Street 
+Edwardsville, IL 62025 
+Christopher J. Petri, Esq. 
+Byron Carlson Petri & Kalb, LLC 
+411 St. Louis Street 
+Edwardsville, IL 62025 
+(Counsel for Kevin J. Schott) 
+5
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3182.txt b/raw/aaer/2010/AAER-3182.txt
new file mode 100644
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+++ b/raw/aaer/2010/AAER-3182.txt
@@ -0,0 +1,1370 @@
+
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+     SEC.gov | Affiliated Computer Services, Inc. 
+     
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+              Affiliated Computer Services, Inc.
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21643 / September 9, 2010  Accounting and Auditing Enforcement Release No. 3182 / September 9, 2010   Securities and Exchange Commission v. Affiliated Computer Services, Inc. , Civil Action No. 1:10-cv-1515 (D.D.C.)  AFFILIATED COMPUTER SERVICES, INC. SETTLES CHARGES OF STOCK OPTIONS BACKDATING AND FALSE DISCLOSURES  The Securities and Exchange Commission today charged Affiliated Computer Services, Inc. ("ACS"), a former Fortune 500 company in the business of providing business process and information technology services, alleging that during the period 1995 to 2006, ACS backdated stock option grants to its officers and employees and falsely denied that officers at the company had engaged in intentional backdating. ACS was later acquired by Xerox Corporation on February 5, 2010.  The SEC's complaint, filed in federal district court in Washington, D.C., alleges that from 1995 to 2006, ACS engaged in a fraudulent and deceptive scheme to provide executives and other employees with undisclosed compensation. ACS, through its former CEO and its former CFO, backdated the grant dates of ACS stock options to coincide with the dates of low closing prices for the company's stock and then filed periodic reports with the SEC that omitted necessary expenses for backdated options.  The SEC's complaint alleges that as a result of the undisclosed backdating, ACS materially understated the company's compensation expenses in financial statements contained in public reports filed with the Commission. Additionally, ACS did not have adequate internal controls relating to the granting of stock options and did not maintain accurate books and records concerning its stock option grants.  The SEC's complaint also alleges that while the company was conducting an internal investigation of the backdating ACS, through its former CEO and former CFO, made false denials that intentional backdating by officers had occurred at ACS. As alleged in the complaint, the former CEO read a statement during an April 27, 2006 earnings call for investors denying "the intentional granting of look-back stock options to executive officers and directors in order to achieve lower option exercise prices." ACS made similar false disclosures in its May 10, 2006 Form 12b-25 and in Note 3 to its May 15, 2006 Form 10-Q stating that, "ACS does not believe that any director or officer of the Company has engaged in the intentional backdating of stock option grants in order to achieve a more advantageous exercise price." Both the former CEO and the former CFO reviewed drafts of the filings and the former CFO signed the filings. On August 7, 2006, ACS filed a Form 8-K with the Commission attaching a press release, which stated that information set forth in Note 3 to its May 15, 2006 Form 10-Q concerning its stock option investigation "can no longer be relied upon."  In January 2007, ACS restated its historical financial statements. ACS's restatement recorded $51 million in compensation expenses for 72 of the 73 option grants it awarded between 1994 and 2005.  Without admitting or denying the SEC's allegations, ACS consented to a permanent injunction against violations of Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934, and Rules 10b-5, 12b-20, 13a-1, and 13a-13 thereunder. The settlement is subject to court approval. The Commission took into account the cooperation that ACS provided the Commission staff during its investigation. 								
+								 
+									             See Also:        SEC Complaint                   							  
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diff --git a/raw/aaer/2010/AAER-3183.pdf b/raw/aaer/2010/AAER-3183.pdf
new file mode 100644
index 0000000000000000000000000000000000000000..3ac40a39154952b3cde622a62c76c0923b2d7512
Binary files /dev/null and b/raw/aaer/2010/AAER-3183.pdf differ
diff --git a/raw/aaer/2010/AAER-3183.txt b/raw/aaer/2010/AAER-3183.txt
new file mode 100644
index 0000000000000000000000000000000000000000..af577fdc76abf3bbe207a9308e7fcee480bdfdda
--- /dev/null
+++ b/raw/aaer/2010/AAER-3183.txt
@@ -0,0 +1,247 @@
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+ 
+      
+   
+   
+       
+    
+ 
+   
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+                                                
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62888 / September 10, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3183 / September 10, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14040 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+DAVID N. KENNEALLY, CPA : 102(e) OF THE COMMISSION’S RULES OF 
+(inactive), : PRACTICE, MAKING FINDINGS, AND 
+: IMPOSING REMEDIAL SANCTION 
+ Respondent. : 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against David 
+N. Kenneally (“Kenneally” or “Respondent”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.
+1 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3. below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Kenneally, age 47, is a resident of Rossmoor, California.  Kenneally was 
+New Century Financial Corporation’s (“New Century”) controller (July 2005 to March 2007) and 
+assistant controller (July 2003 to July 2005).  Kenneally is licensed as a CPA in California, but his 
+license is inactive. 
+2. New Century was a real estate investment trust with its principal executive 
+offices in Irvine, California.  New Century’s stock was registered with the Commission pursuant to 
+Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and traded on the New 
+York Stock Exchange until it was delisted on March 13, 2007.  On April 2, 2007, New Century 
+filed for Chapter 11 bankruptcy protection.  On July 15, 2008, the bankruptcy court entered an order 
+confirming a liquidation plan effective August 1, 2008, which provided for the transfer of all 
+remaining assets to a liquidating trust for the benefit of unsecured creditors.  After all distributions 
+have been made, the liquidating trustee will file a certificate of dissolution on behalf of New 
+Century.  
+3. On December 7, 2009, the Commission filed a complaint against Kenneally 
+in SEC v. Morrice, Civil Action No. CV 09-1426 DDP (FMOx), in the United States District Court 
+for the Central District of California.  On August 17, 2010, a final judgment was entered by 
+consent against Kenneally, permanently enjoining him from future violations of Sections 10(b) and 
+13(b)(5) of the Exchange Act, 15 U.S.C. §§ 78j(b) and 78m(b)(5), and Rules 10b-5, 13b2-1, and 
+13b2-2 thereunder, 17 C.F.R. §§ 240.10b-5, 240.13b2-1, and 240.13b2-2, and from aiding and 
+abetting violations of Section 13(a) of the Exchange Act, 15 U.S.C. §78m(a), and Rules 12b-20, 
+13a-11, and 13a-13 thereunder, 17 C.F.R. §§ 240.12b-20, 240.13a-11, and 240.13a-13. 
+4. The Commission’s complaint alleges, among other things, that in the second 
+and third quarters of 2006, Kenneally, contrary to Generally Accepted Accounting Principles, 
+implemented changes to New Century’s method for estimating its loan repurchase obligation and 
+failed to ensure that New Century’s backlog of pending loan repurchase requests were properly 
+accounted for, resulting in an understatement of New Century’s repurchase reserve and a material 
+overstatement of New Century’s financial results.  The complaint alleges that Kenneally, by his 
+conduct, violated Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1, and 
+13b2-2 thereunder, and aided and abetted New Century’s violations of Section 13(a) of the 
+Exchange Act and Exchange Act Rules 12b-20, 13a-11, and 13a-13 thereunder. 
+2
+ 
+ 
+ 
+ 
+  
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondents’ Offer.   
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Kenneally is suspended from appearing or practicing before the Commission as an 
+accountant.  
+B. After three years from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the Chief 
+Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or review, 
+of any public company’s financial statements that are filed with the Commission.  Such an 
+application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company for 
+which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant. Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms of 
+or potential defects in the respondent’s or the firm’s quality control system that would indicate that 
+the respondent will not receive appropriate supervision; 
+(c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as Respondent 
+appears or practices before the Commission as an independent accountant, to comply with all 
+requirements of the Commission and the Board, including, but not limited to, all requirements 
+relating to registration, inspections, concurring partner reviews and quality control standards.   
+3
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+C. The Commission will consider an application by Respondent to resume appearing 
+or practicing before the Commission provided that his state CPA license is current and he has 
+resolved all other disciplinary issues with the applicable state boards of accountancy.  However, if 
+state licensure is dependent on reinstatement by the Commission, the Commission will consider an 
+application on its other merits. The Commission’s review may include consideration of, in 
+addition to the matters referenced above, any other matters relating to Respondent’s character, 
+integrity, professional conduct, or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+   
+   
+    
+ 
+  
+ 
+ 
+      
+  
+    
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 
+Imposing Remedial Sanctions ("Order"), on the Respondent and his legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC  20549-2557 
+Janet E. Moser, Esq.  
+Los Angeles Regional Office 
+Securities and Exchange Commission 
+5670 Wilshire Boulevard, 11
+th Floor 
+Los Angeles, CA  90036 
+Mr. David N. Kenneally 
+c/o John S. Crouchley, Esq. 
+Crowell & Moring LLP 
+515 South Flower Street, 40
+th Floor 
+Los Angeles, CA  90071-2258 
+John S. Crouchley, Esq. 
+Crowell & Moring LLP 
+515 South Flower Street, 40
+th Floor 
+Los Angeles, CA 90071-2258 
+5
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3184.pdf b/raw/aaer/2010/AAER-3184.pdf
new file mode 100644
index 0000000000000000000000000000000000000000..a14541b7948a86a3bcfe857ab1bd0d6f07a8d2a9
Binary files /dev/null and b/raw/aaer/2010/AAER-3184.pdf differ
diff --git a/raw/aaer/2010/AAER-3184.txt b/raw/aaer/2010/AAER-3184.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a25725b8b1655d2b5cc62f3db42526d784ac34dc
--- /dev/null
+++ b/raw/aaer/2010/AAER-3184.txt
@@ -0,0 +1,265 @@
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+ 
+      
+   
+      
+      
+    
+ 
+   
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+                                                
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62889 / September 10, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3184 / September 10, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14041 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+PATTI M. DODGE, CPA, : 102(e) OF THE COMMISSION’S RULES OF 
+: PRACTICE, MAKING FINDINGS, AND 
+: IMPOSING REMEDIAL SANCTIONS 
+ Respondent. : 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Patti M. 
+Dodge (“Dodge” or “Respondent”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over her and the subject matter of these 
+proceedings, and the findings contained in Section III.3. below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Dodge, age 49, is a resident of Irvine, California.  Dodge was New Century 
+Financial Corporation’s (“New Century”) executive vice president of investor relations (November 
+2006 to June 2007), CFO (July 2004 to November 2006), and Controller (September 1996 to July 
+2004).  Dodge was licensed as a CPA in California until 1988. 
+2. New Century was a real estate investment trust with its principal executive 
+offices in Irvine, California.  New Century’s stock was registered with the Commission pursuant to 
+Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and traded on the New 
+York Stock Exchange until it was delisted on March 13, 2007.  On April 2, 2007, New Century 
+filed for Chapter 11 bankruptcy protection.  On July 15, 2008, the bankruptcy court entered an order 
+confirming a liquidation plan effective August 1, 2008, which provided for the transfer of all 
+remaining assets to a liquidating trust for the benefit of unsecured creditors.  After all distributions 
+have been made, the liquidating trustee will file a certificate of dissolution on behalf of New 
+Century.   
+3. On December 7, 2009, the Commission filed a complaint against Dodge in 
+SEC v. Morrice, Civil Action No. CV 09-1426 DDP (FMOx), in the United States District Court 
+for the Central District of California.  On August 17, 2010, a final judgment was entered by 
+consent against Dodge, permanently enjoining her from future violations of Section 17(a) of the 
+Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a), and Sections 10(b) and 13(b)(5) of 
+the Exchange Act, 15 U.S.C. §§ 78j(b) and 78m(b)(5), and Rules 10b-5, 13b2-1, 13b2-2, and 
+13a-14 thereunder, 17 C.F.R. §§ 240.10b-5, 240.13b2-1, 240.13b2-2, and 240.13a-14, and from 
+aiding and abetting violations of Section 13(a) of the Exchange Act, 15 U.S.C. § 78m(a), and 
+Rules 12b-20, 13a-11, and 13a-13 thereunder, 17 C.F.R. §§ 240.12b-20, 240.13a-11, and 
+240.13a-13. 
+4. The Commission’s complaint alleges, among other things, that New 
+Century’s second and third quarter 2006 Forms 10-Q and two late 2006 private stock offerings 
+contained false and misleading statements regarding its subprime mortgage business.  The 
+complaint further alleges that Dodge knew about certain negative trends in New Century’s loan 
+portfolio from reports she received and that she participated in the disclosure process, but she did 
+not take adequate steps to ensure that the negative trends were properly disclosed.  In addition, 
+the Commission’s complaint alleges that in the second and third quarters of 2006, New Century, 
+contrary to Generally Accepted Accounting Principles, changed its method for estimating its loan 
+repurchase obligation and failed to account for a backlog of pending loan repurchase requests, 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+resulting in an understatement of New Century’s repurchase reserve and a material overstatement 
+of New Century’s financial results.  The complaint further alleges that Dodge was told of the 
+methodology changes and the backlog of repurchase requests but did not ensure that they were 
+properly accounted for and disclosed.  The complaint alleges that Dodge, by her conduct, violated 
+Section 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act and 
+Rules 10b-5, 13b2-1, 13b2-2, and 13a-14 thereunder, and Section 304(a) of the Sarbanes-Oxley 
+Act of 2002, and aided and abetted New Century’s violations of Section 13(a) of the Exchange 
+Act and Exchange Act Rules 12b-20, 13a-11, and 13a-13 thereunder. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondents’ Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Dodge is suspended from appearing or practicing before the Commission as an 
+accountant.   
+B. After three (3) years from the date of this order, Respondent may request that the 
+Commission consider her reinstatement by submitting an application (attention: Office of the Chief 
+Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or review, 
+of any public company’s financial statements that are filed with the Commission.  Such an 
+application must satisfy the Commission that Respondent’s work in her practice before the 
+Commission will be reviewed either by the independent audit committee of the public company for 
+which she works or in some other acceptable manner, as long as she practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant. Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which she is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which she 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms of 
+or potential defects in the respondent’s or the firm’s quality control system that would indicate that 
+the respondent will not receive appropriate supervision; 
+(c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+(d) Respondent acknowledges her responsibility, as long as Respondent 
+appears or practices before the Commission as an independent accountant, to comply with all 
+requirements of the Commission and the Board, including, but not limited to, all requirements 
+relating to registration, inspections, concurring partner reviews and quality control standards.   
+C. The Commission will consider an application by Respondent to resume appearing 
+or practicing before the Commission provided that her state CPA license is current and she has 
+resolved all other disciplinary issues with the applicable state boards of accountancy.  However, if 
+state licensure is dependent on reinstatement by the Commission, the Commission will consider an 
+application on its other merits. The Commission’s review may include consideration of, in 
+addition to the matters referenced above, any other matters relating to Respondent’s character, 
+integrity, professional conduct, or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+   
+ 
+ 
+   
+   
+    
+ 
+  
+ 
+ 
+      
+  
+    
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 
+Imposing Remedial Sanctions ("Order"), on the Respondent and her legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge
+ 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC  20549-2557 
+Janet E. Moser, Esq.  
+Los Angeles Regional Office
+ 
+Securities and Exchange Commission 
+5670 Wilshire Boulevard, 11
+th Floor
+ 
+Los Angeles, CA  90036 
+Mrs. Patti M. Dodge 
+c/o Peter J. Shakow, Esq. 
+Bird, Marella, Boxer, Wolpert, Nessim, Drooks & Lincenberg, P.C. 
+1875 Century Park East, 23
+rd Floor 
+Los Angeles, CA  90067 
+Peter J. Shakow, Esq. 
+Bird, Marella, Boxer, Wolpert, Nessim, Drooks & Lincenberg, P.C. 
+1875 Century Park East, 23rd Floor 
+Los Angeles, CA 90067 
+5
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3185.txt b/raw/aaer/2010/AAER-3185.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fd98811ba27154e7c588610ea59b86174935d696
--- /dev/null
+++ b/raw/aaer/2010/AAER-3185.txt
@@ -0,0 +1,1290 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+     
+   
+   
+  
+  
+   
+ 
+ 
+      
+ UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No.  62899 / September 13, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3185 / September 13, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14044 
+In the Matter of 
+KMJ CORBIN & COMPANY, LLP 
+KENDALL G. MERKLEY, CPA, and 
+ANTHONY J. PRICE, CPA 
+Respondents. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE AND CEASE-
+ AND-DESIST PROC EEDINGS PURSUANT 
+TO SECTIONS 4C AND 21C OF THE 
+SECURITIES EXCHANGE ACT OF 1934 
+AND RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS AND A CEASE-
+AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative and cease-and-desist proceedings be, and hereby are, instituted against KMJ Corbin 
+& Company, LLP (“KMJ”); Kendall G. Merkley, CPA (“Merkley”); and Anthony J. Price, CPA 
+(“Price”) (“Respondents”) pursuant to Sections 4C
+1 and 21C of the Securities Exchange Act of 
+1934 (“Exchange Act”) and Rule 102(e)(1)(ii) of the Commission’s Rules of Practice.2 
+1 Section 4C provides, in relevant part, that: 
+The Commission may censure any person, or deny, temporarily or permanently, to any person the privilege 
+of appearing or practicing before the Commission in any way, if that person is found . . . (1) not to possess the 
+requisite qualifications to represent others . . . (2) to be lacking in character or integrity, or to have engaged in 
+unethical or improper professional conduct; or (3) to have willfully violated, or willfully aided and abetted the 
+violation of, any provision of the securities laws or the rules and regulations thereunder. 
+2 Rule 102(e)(1)(ii) provides, in pertinent part, that: 
+The Commission may . . . deny, temporarily or permanently, the privilege of appearing or practicing before 
+it . . . to any person who is found . . . to have engaged in unethical or improper professional conduct. 
+1 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+                                                 
+    
+ 
+     
+II.
+ 
+In anticipation of the institution of these proceedings, Respondents have submitted Offers 
+of Settlement (the “Offers”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over Respondents and the subject matter of 
+these proceedings, which are admitted, Respondents consent to the entry of this Order Instituting 
+Public Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making 
+Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth 
+below. 
+III. 
+On the basis of this Order and Respondents’ Offers, the Commission finds3 that: 
+A. SUMMARY 
+1. This matter involves improper professional conduct by KMJ Corbin & Company, 
+LLP, Kendall G. Merkley, and Anthony J. Price in connection with audits and reviews of the 
+financial statements of Home Solutions of America, Inc. (“HSOA”) from December 31, 2004 
+through the second quarter of 2007 (“the Engagements”).  The Respondents did not conduct the 
+Engagements in accordance with Public Company Accounting Oversight Board (“PCAOB”) 
+Standards, and HSOA’s financial statements did not present fairly, in all material respects, 
+HSOA’s financial position, operating results, and cash flows in conformity with generally accepted 
+accounting principles (“GAAP”).  By causing KMJ to issue false and misleading audit reports and 
+failing to comply with PCAOB Standards and Rules, Merkley was a cause of HSOA’s violations 
+of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder and 
+caused KMJ’s violation of Regulation S-X Rule 2-02(b)(1). 
+2. On November 30, 2009, the Commission filed a complaint against HSOA and 
+seven individuals alleging, in part, that HSOA’s financial statements for the year ended December 
+31, 2004 through the quarter ended June 30, 2007 were materially misstated because HSOA: 
+(i) improperly deferred expenses related to year-end bonuses; (ii) improperly recorded fictitious 
+and premature revenue; and (iii) failed to disclose material transactions with related parties.4 
+HSOA misstated its 2004, 2005, and 2006 net income by 10%, 7%, and 61%, respectively, and its 
+first and second quarter 2007 net income by 308% and 106%, respectively.  In its complaint, the 
+3 The findings herein are made pursuant to Respondents' Offers of Settlement and are not binding on any 
+other person or entity in this or any other proceeding. 
+4 SEC v. Home Solutions of America, Inc., et al, Civil No. 3:09-cv-02269-N (N.D.Tx.). 
+2 
+ 
+ 
+ 
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+ 
+ 
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+   
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+ 
+                                                 
+    
+Commission alleges that the Chairman of the Board and CEO and the CFO made or caused to be 
+made materially false statements to KMJ relating to bonuses and certain revenue transactions.  
+Additionally, the Commission alleges that a vice president and a director, who was assisted by the 
+vice president and director’s business partner with respect to a 2006 transaction, made or caused to 
+be made materially false statements to KMJ regarding the related party transactions discussed 
+below. In a settlement with the Commission, without admitting or denying the allegations in the 
+Commission’s complaint, HSOA consented to the entry of a permanent injunction from violating 
+the antifraud and reporting provisions of the federal securities laws.  Additionally, on January 5, 
+2010, the Commission entered an order revoking the registration of HSOA’s common stock.5 
+B. RESPONDENTS 
+3. KMJ Corbin & Company, LLP is an accounting firm registered with the PCAOB 
+and with offices in Costa Mesa and San Diego, California.  As of July 2010, KMJ was engaged to 
+audit 15 public company issuer clients.  From 2002 until it resigned on February 9, 2009, KMJ 
+served as the independent auditor for HSOA. 
+4. Kendall G. Merkley, CPA, age 49 and a resident of Glendora, California, is 
+licensed as a certified public accountant in the state of California.  Merkley served as KMJ’s 
+managing partner from 2005 to 2008.  Merkley was the engagement partner on KMJ’s 
+engagements to audit and review HSOA’s 2003 through 2006 financial statements and the 
+concurring partner on KMJ’s 2002 engagement. 
+5. Anthony J. Price, CPA, age 40 and a resident of Huntington Beach, California, is 
+licensed as a certified public accountant in the state of California.  Price served on KMJ’s HSOA 
+engagement as the manager on the 2004 and 2005 audits and 2005 and 2006 reviews. 
+Additionally, Price assisted Merkley in supervising the 2006 audit after being promoted to partner 
+in September 2006 and served as the engagement partner supervising KMJ’s reviews for the first 
+and second quarters of 2007. 
+C. RELEVANT ENTITY 
+6. HSOA touted itself as a leading remediation and construction company, and 
+claimed to have multimillion dollar contracts and robust financial results, in the aftermath of 
+Hurricane Katrina and other weather-related disasters.  HSOA’s common stock was registered with 
+the Commission pursuant to Section 12(g) of the Exchange Act and listed on the NASDAQ 
+National Market, before being delisted on January 7, 2008, for failure to file timely periodic 
+reports. 
+5 See Release No. 34-61285, January 5, 2010. 
+3
+ 
+ 
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+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+                                                 
+  
+D. FACTS 
+7. While supervising and conducting KMJ’s audits and reviews of HSOA’s financial 
+statements for 2004, 2005, 2006 and the periods ended March 31 and June 30, 2007, Merkley 
+(except as to 2007) and Price failed to adhere to PCAOB Standards and Rules.  In summary, 
+Merkley and Price failed to: (i) obtain sufficient competent evidential matter regarding bonuses, 
+revenues, and cost of revenues with respect to KMJ’s 2004, 2005, and 2006 audit engagements; (ii) 
+comply with PCAOB Auditing Standard No. 3, Audit Documentation; (iii) adequately plan the audit 
+and properly supervise assistants in connection with the 2006 engagement; and (iv) conduct reviews 
+of interim financial information in accordance with PCAOB Standards and Rules.  Additionally, 
+Merkley caused KMJ to issue inaccurate audit reports in that he should have known that KMJ’s 
+audit reports were false because they incorrectly represented that the audits were conducted in 
+accordance with PCAOB standards and that HSOA’s financial statements were prepared in 
+conformity with GAAP. 
+Failure to Obtain Sufficient Competent Evidential Matter 
+8. An auditor is to obtain sufficient competent evidence to afford a reasonable basis 
+for an opinion regarding the financial statements under audit (See PCAOB Standards and Related 
+Rules, AU § 326.01).6  Although audit evidence includes representations from management, 
+management’s representations are not a substitute for performing sufficient auditing procedures to 
+afford a reasonable basis for an opinion regarding the financial statements under audit (See 
+PCAOB Standards and Related Rules, AU § 333.02). 
+9. The amount and kinds of required evidence depend on the circumstances and the 
+auditor’s professional judgment, but evidence has to be “persuasive” though it need not be 
+“convincing” (See PCAOB Standards and Related Rules, AU § 326.22). With respect to such 
+judgment, an auditor must maintain an attitude of professional skepticism and assess the risk that 
+the financial statements may contain a material misstatement due to fraud (See PCAOB Standards 
+and Related Rules, AU § 316.13). In developing his or her opinion, the auditor should consider 
+relevant evidential matter regardless of whether it appears to corroborate or to contradict the 
+assertions in the financial statements (See PCAOB Standards and Related Rules, AU § 326.25). 
+Bonuses 
+10. Merkley and Price failed to obtain sufficient competent evidential matter regarding 
+HSOA’s bonuses to support KMJ’s 2004, 2005, and 2006 audit opinions.  Merkley and Price 
+accepted management’s representations that HSOA should report bonus expenses in the year paid, 
+even though they were aware of evidence that they should have known contradicted management’s 
+6 Citations to PCAOB Standards and Rules refer to standards and rules in effect at 
+the time of the conduct discussed herein. 
+4
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+ 
+  
+ 
+ 
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+  
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+ 
+                                                 
+  
+ 
+ 
+assertions. At other times, Merkley and Price failed to consider relevant evidential matter as to the 
+periods in which bonus expenses should have been reflected. 
+2004 Audit 
+11. Merkley and Price did not discover that HSOA had not accrued a liability for year-
+end bonuses until April 2005, approximately two weeks after KMJ issued its audit report on 
+HSOA’s 2004 financial statements.  Merkley initially rejected management’s justification for 
+expensing bonuses when paid and flagged his concerns about HSOA’s accounting in an e-mail sent 
+to HSOA’s CFO, stating that the presumption is that the bonus, which is derived from and directly 
+related to the 2004 results, was earned in 2004, and simply paid in 2005 after the 2004 results were 
+finalized through the audit process.  After discussion with HSOA’s CFO and in a subsequent e-
+mail to HSOA’s CFO and with a copy to Price, Merkley conveyed that the only way KMJ would 
+be satisfied with HSOA’s accounting treatment of bonuses was if HSOA were to represent that (i) 
+HSOA’s CEO had discretion to pay an amount less than the bonus pool approved by the board, and 
+(ii) that the bonuses were not fully vested, because recipients had agreed in writing to repay a 
+prorated share of their bonuses if they left the company before the end of the calendar year in 
+which the bonuses were paid.  After HSOA management revised its memorandum to include these 
+points in support of expensing the 2004 EBITDA bonus in 2005, Merkley accepted management’s 
+representations. 
+12. HSOA’s accounting did not comply with GAAP because HSOA did not record the 
+bonuses in 2004, when HSOA incurred the liability.7  As a result, HSOA overstated its 2004 net 
+income by 10%. Merkley should have known that the representations that HSOA management 
+made to justify not accruing the 2004 EBITDA bonus in HSOA’s 2004 financial statements were 
+untrue as of KMJ’s report date and, therefore, could not support the conclusions KMJ reached 
+during the 2004 audit.  Although Merkley and Price discussed it with executive management, 
+neither Merkley nor Price corroborated management’s assertions, or disclosed the bonus issue to 
+the non-management members of HSOA’s board of directors.  Similarly, neither Merkley nor Price 
+updated the 2004 audit work papers to include or make any reference to the memorandum obtained 
+from management. 
+2005 Audit 
+13. Less than three weeks after accepting management’s assertion that the 2004 
+EBITDA bonus should be expensed in 2005, over the purported vesting period (i.e., from the date 
+paid through the end of the calendar year in which paid), Merkley and Price took a contrary 
+position regarding HSOA’s accounting for the 2004 EBITDA bonus during KMJ’s review of 
+HSOA’s March 31, 2005 financial statements.  KMJ’s work papers document that it expected to 
+7 See Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” (“FAS 
+5”), paragraph 8.  FAS 5 states, in part, a loss contingency shall be accrued by a charge to income if information 
+exists prior to issuance of the financial statements that a liability has been incurred at the date of the financial 
+statements and that the amount of the loss can be reasonably estimated. 
+5
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+                                                 
+   
+ 
+    
+  
+ 
+see, but did not see, a liability at March 31, 2005 for 2004 bonuses to be paid in April 2005.  As a 
+result, KMJ proposed and HSOA recorded an adjustment to expense the entire 2004 EBITDA 
+bonus in the quarter ended March 31, 2005.  KMJ’s work papers do not document the basis for the 
+conclusion that it was appropriate to expense the 2004 EBITDA bonuses in the first quarter 2005.  
+Similarly, KMJ’s work papers do not document what facts supported expensing the 2004 EBITDA 
+bonus in the first quarter 2005 that would not also support expensing the 2004 EBITDA in 2004.  
+KMJ’s work papers also do not document why, as represented in the bonus memo, it was not 
+appropriate to expense the 2004 EBITDA bonuses over the purported vesting period. 
+14. In connection with KMJ’s 2005 audit engagement, Merkley and Price did not 
+consider evidence that HSOA was inappropriately accounting for EBITDA bonuses.  After 
+Merkley and Price learned that HSOA had not recorded a liability for approximately $1.7 million 
+of bonuses approved by HSOA’s board of directors, Merkley sent HSOA’s CFO an e-mail stating 
+his concern about not recording this bonus in 2005.  Despite Merkley’s concerns, HSOA did not 
+correct its accounting for bonuses at year-end 2005.  Furthermore, neither Merkley nor Price 
+proposed an audit adjustment to correct HSOA’s accounting, documented any justification for not 
+accruing the 2005 EBITDA bonus, nor disclosed the issue to HSOA’s board of directors.  In 
+accepting management’s accounting, Merkley and Price appear to have again relied upon the 
+bonus memorandum provided to them in April 2005 without corroboration and without 
+incorporating it into KMJ’s work paper files. HSOA’s accounting for year-end bonuses did not 
+comply with GAAP and resulted in HSOA understating its first quarter 2005 net income by 19% 
+and overstating its year-end 2005 net income by 7%. 
+2006 Audit 
+15. At year-end 2006, Merkley and Price learned that HSOA had adopted a new bonus 
+plan pursuant to which management earned cash bonuses under a tiered structure.8  Merkley and 
+Price questioned HSOA’s management as to why HSOA’s bonus accrual was less than the amount 
+that was apparently payable under the new bonus structure.  Despite evidence that second-tier 
+bonuses had been earned but not accrued, Merkley and Price accepted management’s oral 
+representation, as documented in KMJ’s work papers, that the amount accrued “is more reflective 
+of the amount that will be paid for 2006 performance” without corroboration from members of 
+HSOA’s board of directors other than HSOA’s Chairman or documentation of management’s 
+estimate.
+9  HSOA’s accounting for year-end bonuses did not comply with GAAP and resulted in 
+HSOA understating its 2006 net income by 3%. 
+8 Under the new bonus plan, HSOA awarded first tier cash bonuses if the Company exceeded an 
+approved EBITDA target and second tier cash bonuses if the Company exceeded the first tier target by 20%.  HSOA 
+accrued only amounts payable under the first tier even though it was obvious by December 2006 that the Company 
+had also exceeded the second tier target. 
+9 In April 2007, HSOA paid bonuses equivalent to amounts that were due based upon the 
+achievement of the objective criteria of the bonus plan, which was approximately double the amount management 
+accrued as of year-end 2006. 
+6
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+Revenues and Costs of Revenues 
+16. Merkley and Price also failed to obtain sufficient competent evidential matter that 
+HSOA’s 2006 revenues and cost of revenues were presented in conformity with GAAP. 
+17. Because KMJ determined that HSOA’s internal controls were ineffective, Merkley 
+and Price intended to base KMJ’s 2006 audit opinion principally on the results of substantive audit 
+procedures.  As analytical review procedures alone are unlikely to provide sufficient competent 
+evidential matter for accounts with significant risks of material misstatement (See PCAOB 
+Standards and Related Rules, AU § 329.09), Merkley and Price planned to validate significant 
+accounts, such as revenues and costs of revenues, by performing substantive tests of details, 
+including examining supporting documents and recalculating amounts.  KMJ staff working under 
+Merkley and Price’s supervision performed inadequate substantive tests to verify HSOA’s 2006 
+revenues, particularly with respect to revenues reported using percentage-of-completion 
+accounting. 
+Limited Substantive Evidence Supporting Revenues based on Percentage-
+of-Completion Accounting 
+18. HSOA derived approximately 57% of its consolidated 2006 revenues from Fireline 
+Restoration Services, Inc. (“Fireline”), its largest subsidiary, and Home Solutions Restoration 
+(“HSR”), an internal reporting group comprised of Florida Environmental Remediation Services 
+(“FERS”), Home Solutions Restoration of Louisiana (“HSRLA”), and Associated Contractors 
+LLC (“Associated”). Fireline and HSR recorded the majority of their respective revenues using 
+percentage-of-completion accounting.  KMJ tested HSOA’s accounting by obtaining schedules 
+detailing the contract amount, total estimated costs, costs incurred, and the percentage of the 
+contract value earned based on the costs incurred. 
+19. KMJ’s testing of HSOA’s revenues recorded using percentage-of-completion 
+accounting and associated costs was flawed in three major respects: (i) it did not utilize planned 
+audit scopes, (ii) it performed only limited substantive testing on items selected for testing, and 
+(iii) it did not test transactions completed prior to year-end. 
+20. KMJ staff selected audit samples utilizing audit scopes in excess of the “tolerable 
+misstatement” amount determined by KMJ and approved during KMJ’s initial planning work.  For 
+example, individually significant items, based on KMJ’s calculation of tolerable misstatement for 
+Fireline and Associated, were $280,000 and $152,250, respectively, but the KMJ staff selected, 
+without explanation, items greater than $1 million and $2 million, respectively.  As a result of 
+using higher audit scopes, fewer projects were subjected to substantive auditing procedures than 
+planned. 
+21. Moreover, in addition to subjecting fewer projects to substantive auditing 
+procedures, KMJ insufficiently tested the projects it did select.  For example, at Fireline, KMJ 
+concluded that it had obtained sufficient competent evidential matter by selecting for testing 14 
+projects with a contract value in excess of $1 million and calculating that it had tested 89% of total 
+7
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+ 
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+  
+ 
+                                                 
+      
+ 
+ 
+     
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+contract values.10  Although Merkley and Price intended KMJ staff to test project values by 
+examining underlying executed agreements, KMJ staff inappropriately included five projects in its 
+calculation for which HSOA could not provide executed agreements to support the listed contract 
+values. These five contracts represented 19% of the total contract values.  Additionally, KMJ staff 
+examined invoices to support only five items for five projects, which it selected on a haphazard 
+basis. In aggregate, KMJ substantively tested only $1.5 million of Fireline’s costs, approximately 
+50% of which Fireline incurred prior to HSOA’s acquisition of Fireline, and therefore contributed 
+little audit evidence to support HSOA’s 2006 revenues.  As a result of its procedures, KMJ 
+substantively tested only $1.3 million (3.3%) of Fireline’s 2006 revenues of $39.3 million. 
+22. Finally, KMJ did not substantively test projects HSOA completed between July 1, 
+2006, the date HSOA acquired Fireline, and December 31, 2006.  Consequently, KMJ’s testing of 
+substantial amounts of Fireline’s 2006 revenues was largely based on simple analytical 
+comparisons and representations by management. 
+Reliance on Management Representations Without Obtaining 
+Corroborating Evidence 
+23. During 2006, HSOA management materially misstated HSOA’s net income by 
+recording fictitious and premature revenues from (i) a significant customer; (ii) targets of pending 
+acquisitions (i.e., Fireline and Associated); and (iii) related parties.  Merkley and Price relied on 
+representations of HSOA management but failed to obtain corroborating evidence or did not 
+recognize multiple inconsistencies that should have alerted them to management’s 
+misrepresentations, and to seek additional competent evidential matter on which to base KMJ’s 
+2006 audit opinion. 
+Fictitious Revenues from a Significant Customer  
+24. In connection with KMJ’s first quarter 2006 review, Merkley and Price identified 
+and inquired about a significant, unusual arrangement with HSOA’s largest customer, which 
+purportedly allowed HSOA to unilaterally charge the customer up to $2 million per month for 
+agreeing to have personnel on standby, regardless of whether HSOA incurred any costs.  Merkley 
+and Price also learned that HSOA modified an agreement defining the terms of future work by 
+HSOA executed by the customer in April 2006 by having the customer initial, in May 2006, a 
+provision allowing HSOA to invoice the customer for standby mobilization services retroactive to 
+January 2006. 11  Merkley and Price reviewed a copy of the agreement modified in May 2006, 
+10 KMJ calculated it had tested 89% of project contract values by dividing the sum of the contract 
+values for the 14 projects it selected by the total values for all listed projects.  KMJ’s calculation was flawed because 
+the numerator included amounts it was unable to test and because the denominator excluded contracts completed 
+during the year. 
+11 On May 10, 2006, HSOA faxed KMJ a copy of an agreement, executed by the customer on April 
+7, 2006, that defined payment terms for the first $20 million of work performed by HSOA for the customer after 
+April 1, 2006.  On the first page of this agreement, HSOA management inserted a provision purportedly allowing 
+8
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+                                                                                                                                                             
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+  
+ 
+ 
+ 
+     
+reviewed journal entries recording $3 million of revenue based on the modification, and engaged in 
+discussions with HSOA management.  As such, Merkley and Price should have known that the 
+nature and business purpose of the purported arrangement was questionable, HSOA lacked 
+contemporaneous documentation and HSOA recorded the related revenues outside of HSOA’s 
+normal billing process.  Merkley and Price accepted HSOA’s recognition of $3 million of revenue 
+on the condition that HSOA specifically disclose the revenue recorded under the agreements in its 
+Form 10-Q, and with the understanding that the amounts would be subject to more stringent audit 
+procedures by KMJ at year-end.  Additionally, KMJ required, at least in connection with the first 
+and second quarter 2006 reviews, that management represent in writing that HSOA’s revenue 
+recognition complied with GAAP and that related receivables were collectible.   
+25. Although management did make these representations to KMJ, management did not 
+state, and KMJ did not document, how HSOA’s accounting treatment complied with GAAP.  
+Moreover, in subsequent quarters, neither Merkley nor Price raised any additional questions about 
+the arrangement despite several inconsistent facts, including that: (i) HSOA did not have a 
+purchase order or other documentation that evidenced why HSOA billed the customer for only 
+50% of the amounts purportedly billable in the first quarter of 2006; (ii) HSOA ceased accruing 
+revenue from purported standby mobilization services after the first quarter 2006; (iii) the 
+customer, which had accounted for approximately 23% of HSOA’s revenues in 2005, awarded 
+HSOA almost no new work after it terminated discussions to be acquired by HSOA in April 2006; 
+and (iv) the customer made no payments against amounts invoiced for purported standby 
+mobilization services. 
+26. At year-end 2006, Merkley and Price planned to rely upon the customer’s 
+confirmation of the balance due to HSOA.  The confirmation request sent to the customer, 
+however, did not ask the customer to confirm significant terms of the arrangement, such as the date 
+the agreement was entered into, its payment terms, agreement as to the amount invoiced for the 
+period ended March 31, 2006, and the reason why no amounts were invoiced for subsequent 
+periods. Moreover, the customer did not return the confirmation, and made no payments on the 
+invoices in question.  Nevertheless, Merkley and Price accepted management’s representations 
+based on the written agreement, which they knew had not been executed contemporaneously with 
+the purported agreement to allow HSOA to invoice the customer for standby mobilization services, 
+that HSOA’s reported revenues complied with GAAP and that a significant portion of the 
+receivable balance should be reserved as uncollectible due to the customer’s deteriorating 
+economic conditions.
+12 
+HSOA to invoice the customer up to $2 million per month beginning January 2006.  Merkley and Price subsequently 
+saw copies of the agreement on which the customer had initialed and faxed back to HSOA on May 11, 2006.  
+HSOA’s CEO, however, never disclosed to Merkley, Price or KMJ that the customer had initialed the provision 
+based on an oral agreement that HSOA could not invoice the customer unless it first issued a purchase order for such 
+services. 
+12 KMJ did not review any documentation of management’s analysis of the collectability of individual 
+invoices or aggregate balances.  Similarly, KMJ did not request or review HSOA’s correspondence with the 
+9 
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+                                                                                                                                                             
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+ 
+ 
+ 
+ 
+  
+  
+Fictitious Revenues from Targets of Pending Acquisitions 
+27. Merkley and Price also overlooked evidence that should have caused them to raise 
+additional questions about revenue recognized by HSOA in advance of its acquisitions of Fireline 
+and Associated in the second and third quarters of 2006, respectively. 
+28. Immediately prior to its acquisition of Fireline as of July 1, 2006, HSOA 
+recognized $8.4 million of revenue based on a purported transaction negotiated with the president 
+of Fireline.  In connection with its review of HSOA’s financial information as of June 30, 2006, 
+KMJ inquired about the agreement, but did not question the transaction’s abnormally high margin.  
+After HSOA acquired Fireline, Merkley and Price failed to notice or ignored the fact that Fireline’s 
+accounts payable and accrued liabilities at June 30 and September 30, 2006, in aggregate were less 
+than the $8.4 million receivable on HSOA’s books and records and that Fireline’s accounts payable 
+and accrued liabilities per its audited financial statements as of June 30, 2006 were less than $8.4 
+million. KMJ did not examine, and HSOA did not have, an executed contract for the project 
+purportedly completed by HSOA prior to June 30, 2006.  KMJ also failed to consider facts 
+indicating that HSOA continued to record costs supposedly associated with the project in the third 
+and fourth quarters of 2006, even though HSOA recognized 100% of the revenue in the second 
+quarter. 
+29. Similarly, immediately prior to its acquisition of Associated as of October 1, 2006, 
+HSOA recognized $4 million of revenue based on purported transactions with Associated.  In 
+connection with its 2006 audit engagement, KMJ obtained contracts and examined invoices sent by 
+HSOA covering periods immediately before the effective date of HSOA’s acquisition of 
+Associated. Merkley and Price overlooked several inconsistencies that should have alerted them to 
+make additional inquires and require more competent evidence.  First, KMJ failed to notice that 
+certain of the invoices were unlike HSOA’s typical invoices to Associated.  Although HSOA 
+typically issued sequentially-numbered invoices by project, certain of the invoices examined by 
+KMJ were identified with an “A” suffix rather than the next number in the invoice sequence (the 
+“A Invoices”). Each of the A Invoices included amounts billed or items other than time and 
+materials, such as management fees, for which HSOA had not invoiced Associated in any other 
+invoices. Additionally, KMJ did not note that certain of the A Invoices invoiced Associated for 
+time periods that overlapped time periods for other invoices examined by KMJ for the same 
+project, or note that the A Invoices billed labor at rates above the rates used on other invoices.  
+customer soliciting payment of the standby mobilization receivable balance.  Price continued to rely upon 
+management’s representations regarding the standby mobilization agreement after the customer’s president told 
+Price in December 2007 or January 2008 that it did not owe amounts for standby mobilization and that his oral 
+agreement with HSOA’s CEO was that HSOA could not invoice for standby mobilization prior to being issued a 
+purchase order for such services.  The customer’s president did not provide Price with any evidence to support the 
+existence of the oral agreement with HSOA’s CEO, but acknowledged initialing in May 2006 the mobilization 
+provision added to the agreement originally executed in April 2006.  It was not until 2009, when the staff showed 
+Merkley and Price e-mails they had not previously seen between HSOA’s CEO and the customer’s president that 
+Merkley and Price concluded they could not rely upon management’s representations.  Promptly thereafter, Merkley 
+and Price caused KMJ to resign as HSOA’s auditor. 
+10
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+  
+  
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+ 
+Furthermore, KMJ did not inquire or otherwise determine if these atypical invoices were reflected 
+in Associated’s books and records.  
+Fictitious Revenues from Related Parties 
+30. At year-end 2006, Fireline’s president executed a scheme to inflate Fireline’s 
+receivables and related revenues by causing private companies that he controlled to enter into 
+contracts with HSOA to perform construction work.  He then directed Fireline employees to create 
+documents and make accounting entries that made it appear that Fireline was performing on these 
+related party contracts.13  As a result, HSOA inflated its reported revenue and receivables by 
+$3.2 million and $6.9 million for the year ended December 31, 2006 and six months ended June 
+30, 2007, respectively.  HSOA also did not disclose the existence of these transactions as required 
+by Financial Accounting Standards No. 57, Related Party Disclosures. 
+31. Evidence exists that KMJ should have been aware of at least some of the related 
+party transactions.  For instance, in connection with its 2006 audit work at Fireline, KMJ staff 
+examined contracts for two of the four related party projects for which revenue was reported, 
+apparently without recognizing that Fireline’s president executed the contracts on behalf of the 
+customer or that the contracts had been backdated.  For one project, Fireline’s controller confirmed 
+to Price that the customer was affiliated with Fireline and was working as an intermediary between 
+Fireline and a third party customer. As such, Price should have known that HSOA had not 
+disclosed its related party transactions in accordance with GAAP. 
+Failure to Comply with PCAOB Auditing Standard No. 3 
+32. PCAOB Auditing Standard No. 3 requires, in part, that “documentation must 
+contain sufficient information to enable an experienced auditor, having no previous connection 
+with the engagement: (a) to understand the nature, timing, extent, and results of the procedures 
+performed, evidence obtained, and conclusions reached, and (b) to determine who performed the 
+work and the date such work was completed as well as the person who reviewed the work and the 
+date of such review” (See Auditing Standard No. 3, paragraph 6). 
+33. Merkley and Price did not ensure that KMJ’s 2005 reviews and audit were 
+documented in accordance with PCAOB Auditing Standard No. 3 despite previously 
+acknowledging to the PCAOB that its 2004 documentation was not adequate.14  In fact, the 
+13 In connection with the 2006 audit, Fireline’s president had his partner in some of the related party 
+entities falsely confirmed to KMJ that HSOA had a $650,000 payable to one of the related parties. 
+14 Prior to issuing its audit opinion on the 2005 financial statements, KMJ acknowledged that its 
+2004 audit documentation was not adequate in its response to the PCAOB’s draft inspection report on selected KMJ 
+engagements, including HSOA.  See Part IV, Response of the Firm to Draft Inspection Report of Inspection of 
+Corbin & Company, LLP issued by the PCAOB on April 6, 2006 
+(http://pcaobus.org/Inspections/Reports/Documents/2006_Corbin_and_Company.pdf). 
+11
+ 
+ 
+ 
+ 
+  
+ 
+ 
+  
+ 
+ 
+ 
+ 
+                                                 
+  
+   
+     
+majority of KMJ’s 2005 review and audit work papers bear no evidence of review and none of the 
+work papers bear evidence of a partner level review.15 
+Failure to Plan and Supervise Adequately the 2006 Audit 
+34. An auditor is required to plan and perform the audit “to obtain reasonable assurance 
+about whether the financial statements are free of material misstatement, whether caused by error 
+or fraud” (See PCAOB Standards and Related Rules, AU § 110.02).  In planning, the auditor 
+should assess the risk of material misstatement due to fraud or error, which includes consideration 
+of “conditions that may require extension or modification of audit tests, such as the risk of material 
+error or fraud or the existence of related party transactions”  (See PCAOB Standards and Related 
+Rules, AU §§ 312.16 and 311.03).  Based upon the auditor’s risk assessment and other planning 
+considerations, the auditor should prepare a written audit program setting forth “in reasonable 
+detail the audit procedures that the auditor believes are necessary to accomplish the objectives of 
+the audit” (See PCAOB Standards and Related Rules, AU § 311.05).  An auditor is also required to 
+review work performed by assistants “to determine whether it was adequately performed and to 
+evaluate whether the results are consistent with the conclusions to be presented in the auditor's 
+report” (See PCAOB Standards and Related Rules, AU § 311.13). 
+35. Merkley and Price failed to adequately plan, or properly supervise assistants, in 
+connection with the 2006 audit. Merkley and Price allowed assistants to assess the risk of material 
+misstatements and designate the extent of testing to address identified risks approximately two 
+weeks after completing audit procedures for significant accounts, including revenues and cost of 
+revenues.  Moreover, Merkley and Price did not ensure that assistants tailored standard audit 
+programs to be responsive to identified risks and to be consistent with other planning conclusions.  
+As such, the extent of testing KMJ actually performed did not correspond with the risks of material 
+misstatement for all significant areas.  Nonetheless, Merkley and Price approved KMJ’s planning 
+and audit documentation. 
+Failure to Conduct Reviews of Interim Financial Information in Accordance with 
+PCAOB Standards and Rules 
+36. The objective of a review of interim financial information is to provide the 
+accountant with a basis for communicating awareness of any material modifications that should be 
+made to the interim financial information for it to conform with GAAP (See PCAOB Standards 
+and Related Rules, AU § 722.07). PCAOB Standards and Rules, AU § 722 establishes standards 
+and provides guidance on the nature, timing, and extent of the procedures to be performed by an 
+independent accountant when conducting a review of interim financial information (See PCAOB 
+Standards and Related Rules, AU § 722.01). A review of interim financial information consists 
+principally of performing analytical procedures and making inquires of persons responsible for 
+15 Contemporaneous time records indicate that Merkley and Price charged time to the HSOA 
+engagement during the periods KMJ conducted its reviews and audit. As such, it appears Merkley and Price 
+participated in KMJ’s reviews and audit but failed to document work performed as required by PCAOB standards. 
+12
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+    
+ 
+  
+    
+      
+   
+ 
+   
+   
+ 
+ 
+ 
+   
+  
+accounting and financial matters, and other procedures that address significant accounting and 
+disclosure matters relating to the interim financial information to be reported (See PCAOB 
+Standards and Related Rules, AU §§ 722.07 and 722.15).  “The accountant should apply analytical 
+procedures to the interim financial information to identify and provide a basis for inquiry about the 
+relationships and individual items that appear to be unusual and that may indicate a material 
+misstatement” (See PCAOB Standards and Related Rules, AU § 722.16). In applying analytical 
+procedures and making inquires, the accountant should consider plausible relationships between 
+both financial and relevant nonfinancial information, inquire about unusual or complex situations, 
+significant transactions occurring or recognized in the last several days of the interim period, and 
+the status of uncorrected misstatements identified during the previous audit and interim review 
+(See PCAOB Standards and Related Rules, AU §§ 722.16 and 722.18).  Additionally, the 
+accountant should obtain evidence that the reported financial information agrees with or reconciles 
+with the accounting records (See PCAOB Standards and Related Rules, AU § 722.18). 
+Additionally, PCAOB Auditing Standard No. 3 applies to reviews of interim financial information 
+and establishes requirements for the extent of documentation that an auditor should prepare and 
+retain. 
+37. Although KMJ performed certain analytical procedures and made some inquiries, 
+Merkley and Price failed to develop expectations based on plausible relationships and exercise 
+professional skepticism in inquiring about unusual and significant transactions occurring at quarter 
+end and the status of uncorrected misstatements identified during prior periods.  In certain reviews, 
+Merkley and Price relied on analytical review comparisons that yielded no meaningful 
+relationships.16  At other times, Merkley and Price failed to recognize or appropriately respond to 
+implausible relationships and unusual, significant transactions occurring at quarter-end, each of 
+which represented fictitious revenue recorded by HSOA management.17  For at least the first 
+quarter 2006 review, neither Merkley nor Price confirmed that the financial statements included in 
+HSOA’s first quarter 2006 Form 10-Q agreed to financial information reviewed by KMJ.  Lastly, 
+after discovering a likely error in recording year-end 2004 EBITDA bonuses, neither Merkley nor 
+Price ensured that HSOA accounted for year-end EBITDA bonuses in accordance with GAAP or 
+16 For instance, on a work paper prepared by Price and reviewed by Merkley in connection with its 
+March 31, 2006 review, Price compared annualized first quarter 2006 results to 2005 results multiplied by three, not 
+four, for a subsidiary acquired on September 27, 2005.  Also, on another work paper reviewed by Merkley in 
+connection with its March 31, 2006 review, the preparer compared annualized first quarter 2006 results to 
+unadjusted 2005 results for a subsidiary that began operations in the fourth quarter of 2005. 
+17 For example, Price noted a large unusual transaction constituting significantly all of HSOA’s 
+largest subsidiary’s revenue in the first quarter 2007 but accepted management’s representation regarding the 
+transaction despite multiple inconsistencies and management’s conflicting statements about the transaction and 
+HSOA’s accounting. Price relied on management’s representations that the amounts recorded as revenue had been 
+billed by HSOA and were based on work by HSOA, even though he knew that such amounts were recorded via 
+journal entries and not through the subsidiary’s normal billing systems.  Additionally, KMJ’s work papers document 
+that advances from a third party lender were recorded as liabilities by HSOA, when in fact they ultimately 
+recognized such amounts as revenue. In connection with KMJ’s second quarter 2007 review, Price similarly failed 
+to obtain an understanding of the purported transactions. 
+13
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+consistently with management’s representations. Additionally, Merkley and Price failed to ensure 
+that KMJ’s reviews were documented in accordance with PCAOB Auditing Standard No. 3, as 
+evidenced by the lack of review on most work papers and no evidence of a partner review.   
+Failure to Issue Accurate Audit Reports 
+38. PCAOB standards require that the auditor’s report contain an opinion on the 
+financial statements taken as a whole and contain a clear indication of the character of the auditor’s 
+work (See PCAOB Standards and Related Rules, AU § 508.04). The auditor can determine that he 
+is able to issue an audit report containing an unqualified opinion only if he has conducted his audit 
+in accordance with PCAOB standards and the financial statements have been prepared in 
+conformity with GAAP (See PCAOB Standards and Related Rules, AU §§ 508.08 and 508.14).   
+39. Merkley acted unreasonably in rendering audit reports containing unqualified 
+opinions. Merkley approved KMJ’s issuance of audit reports on HSOA’s financial statements 
+even though he should have known that KMJ’s audits had not been conducted in accordance with 
+PCAOB standards and that HSOA’s financial statements did not present fairly, in all material 
+respects, HSOA’s financial position, operating results, and cash flows in conformity with GAAP. 
+E. VIOLATIONS 
+Merkley Was a Cause of HSOA’s Violations of Sections 13(a) and 13(b)(2)(A) of the 
+Exchange Act and Rules 13a-1 and 13a-13 Thereunder 
+40. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require 
+issuers with securities registered under Section 12 of the Exchange Act to file quarterly and annual 
+reports with the Commission and to keep this information current. The obligation to file such 
+reports embodies the requirement that they be true and correct. See, e.g., SEC v. Savoy Indus., Inc., 
+587 F.2d 1149, 1165 (D.C. Cir. 1978).  HSOA violated Section 13(a) of the Exchange Act and 
+Rules 13a-1, and 13a-13, by filing Forms 10-KSB and 10-QSB (for 2004 and 2005) and Forms 10-
+K and 10-Q (for 2006 and the first and second quarters of 2007) that materially misrepresented 
+HSOA’s revenues and earnings.  Merkley signed audit reports indicating that KMJ’s audits of 
+HSOA’s 2004, 2005, and 2006 financial statements had been conducted in accordance with the 
+standards of the PCAOB, and that the financial statements were presented fairly in conformity with 
+GAAP, despite numerous inconsistencies and evidence to the contrary, including 
+misrepresentations by HSOA’s management.  Similarly, Merkley supervised KMJ’s reviews of 
+HSOA’s 2005 and 2006 interim financial statements, which he improperly represented had been 
+conducted in accordance with PCAOB standards.  By his actions, Merkley was a cause of HSOA 
+filing false and misleading annual and quarterly reports with the Commission that misrepresented 
+HSOA’s financial results.  Accordingly, Merkley was a cause of HSOA’s violations of Section 
+13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder. 
+41. Section 13(b)(2)(A) of the Exchange Act requires registrants under Section 12 of 
+the Exchange Act to make and keep books, records, and accounts that accurately and fairly reflect 
+14
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+the transactions and dispositions of their assets.  HSOA violated Section 13(b)(2)(A) by recording 
+and reporting revenue from fictitious projects, overstating revenue earned from real projects, and 
+artificially inflating net income by improperly deferring bonus expense.  As discussed above, 
+Merkley’s actions were a cause of HSOA’s books and records to inaccurately reflect transactions, 
+thereby causing HSOA’s violations of Section 13(b)(2)(A) of the Exchange Act. 
+Rule 2-02 of Regulation S-X 
+42. Rule 2-02(b)(1) of Regulation S-X requires an accountant’s report to state “whether 
+the audit was made in accordance with generally accepted auditing standards.”  “[R]eferences in 
+Commission rules and staff guidance and in the federal securities laws to GAAS or to specific 
+standards under GAAS, as they relate to issuers, should be understood to mean the standards of the 
+PCAOB plus any applicable rules of the Commission.”  (See SEC Release No. 34-49708 (May 14, 
+2004)).  Thus, an auditor violates Regulation S-X Rule 2-02(b)(1) if it issues a report stating that it 
+had conducted its audit in accordance with PCAOB standards when it had not.  See In re Andrew 
+Sims, CPA, Rel. No.34-59584, AAER No. 2950 (Mar. 17, 2009). 
+43. KMJ issued audit reports on HSOA’s 2005 and 2006 financial statements stating 
+that it had conducted its audits in accordance with PCAOB standards.  KMJ’s audits, however, 
+were not conducted in accordance with PCAOB standards, in part due to Merkley’s failures to 
+plan, supervise assistants, document procedures performed, and obtain sufficient competent 
+evidence to serve as a basis for KMJ’s audit opinions.  Merkley should have known that KMJ had 
+not documented its 2005 audit in accordance with PCAOB Auditing Standard No. 3, Audit 
+Documentation, should have known KMJ had not obtained sufficient competent evidential matter 
+that HSOA’s 2005 and 2006 bonuses were presented in conformity with GAAP, and should have 
+known KMJ had not obtained sufficient competent evidential matter that HSOA’s 2006 revenues 
+and cost of revenues were presented in conformity with GAAP at the dates he approved KMJ’s 
+issuance of audit reports on HSOA’s 2005 and 2006 financial statements.  Accordingly, Merkley 
+caused KMJ’s violations of Rule 2-02(b)(1). 
+Rule 102(e) and Section 4C of the Exchange Act 
+44. Rule 102(e)(1)(ii) of the Commission’s Rules of Practice and Section 4C of the 
+Exchange Act authorize the Commission to censure or deny, temporarily or permanently, the 
+privilege of appearing or practicing before the Commission to accountants who are found to have 
+engaged in improper professional conduct.  Under Rule 102(e)(1)(iv), the term “improper 
+professional conduct” means, in part, “repeated instances of unreasonable conduct, each resulting 
+in a violation of applicable professional standards, that indicate a lack of competence to practice 
+before the Commission.” 
+45. Merkley’s and Price’s actions during the engagements were unreasonable and failed 
+to conform to applicable professional standards. Merkley and Price failed to (i) obtain sufficient 
+competent evidential matter regarding bonuses, revenues, and cost of revenues with respect to 
+KMJ’s 2004, 2005, and 2006 audit engagements; (ii) comply with PCAOB Auditing Standard No. 
+3; (iii) adequately plan the audit and properly supervise assistants in connection with the 2006 
+15
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+  
+  
+ 
+ 
+engagement; and (iv) conduct reviews of interim financial information in accordance with PCAOB 
+standards and rules.  Additionally, Merkley caused KMJ to issue inaccurate audit reports in that he 
+should have known that KMJ’s unqualified audit reports were false because they incorrectly 
+represented that the audits were conducted in accordance with PCAOB standards and that HSOA’s 
+financial statements were prepared in conformity with GAAP.  Based on Merkley’s violations of 
+applicable professional standards, Merkley was a cause of HSOA issuing misstated financial 
+statements.  This conduct supports an action against Merkley and Price under Rules 102(e)(1)(ii) 
+and 102(e)(1)(iv)(B)(2) of the Rules of Practice. 
+F. FINDINGS 
+Based on the foregoing, the Commission finds that KMJ, Merkley and Price engaged in 
+improper professional conduct pursuant to Rules 102(e)(1)(ii) and 102(e)(1)(iv)(B)(2) of the 
+Commission’s Rules of Practice and Section 4C of the Exchange Act.  Additionally, the 
+Commission finds that Merkley was a cause of HSOA’s violations of Sections 13(a) and 
+13(b)(2)(A) of the Exchange Act, and Rules 13a-1 and 13a-13 promulgated thereunder and caused 
+KMJ’s violation of Regulation S-X Rule 2-02(b)(1).  
+G. UNDERTAKINGS 
+KMJ undertakes the following: 
+1. Acceptance of New Public Company Audit Clients. The goal of this undertaking is to 
+provide adequate time for KMJ to implement the undertakings concerning auditing and 
+professional development matters described below and implement such other adjustments to its 
+audit practice required by the suspension of Merkley and Price from appearing or practicing before 
+the Commission.  KMJ undertakes that, following the issuance of this Order, it will not accept new 
+engagements for public company audits prior to the later of March 31, 2011, or the date that KMJ 
+certifies in writing compliance with each of the undertakings in the form described in paragraph 5, 
+below (the “Certificate of Compliance”).  A public company audit is defined as an engagement to 
+audit the financial statements of an “issuer” as that term is defined in Section 3(a)(8) of the 
+Securities Exchange Act of 1934. 
+2. Auditing Matters. The goal of this undertaking is to require KMJ to engage in an internal 
+review of its existing policies and procedures concerning compliance with the relevant 
+professional, regulatory and firm requirements with respect to public company audit engagements. 
+Prior to December 31, 2010, KMJ shall revise as may be necessary, and then engage in steps to 
+implement and enforce, such policies and procedures so as to provide reasonable assurance that 
+KMJ will comply with its obligations under professional, regulatory and firm requirements with 
+respect to public company audit engagements.  KMJ shall review its policies and procedures 
+concerning: 
+a.	 Identification and monitoring of high risk engagements, including policies covering 
+mandatory procedures for high risk engagements. Additionally, KMJ shall designate a 
+16
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+ 
+ 
+                                                 
+     
+    
+   
+    
+    
+ 
+partner within the firm responsible for risk management, including, but not limited to, 
+client acceptance and continuance procedures.   
+b.	 Completion of planning prior to the commencement of audit fieldwork. Such policies 
+and procedures shall provide reasonable assurance that, prior to the commencement of 
+any significant audit procedures:   
+(i) Work papers identifying significant audit areas, documenting risks of material 
+misstatements, and planned extent of testing are finalized and reviewed and 
+approved by the engagement partner, and, when appropriate, the engagement 
+quality reviewer; and 
+(ii) Written audit programs are tailored to address identified risks of material 
+misstatements and specify in reasonable detail the procedures expected to be 
+performed to accomplish the objectives of the audit, specify the dollar amount of 
+audit scopes to be used to select items to be tested, specify the expected extent of 
+testing, and a requirement that the reason for any deviation is documented. 
+c.	 Audit Sampling. KMJ shall implement such policies and procedures to ensure that it 
+documents its judgments as to the use of statistical or nonstatistical audit sampling 
+methods, identifies relevant populations, identifies expected audit coverage, determines 
+appropriate sample size, selects sample items in such a way that the items selected are 
+representative of the population, tests sample selections, evaluates results, and projects 
+identified errors to the entire population.  
+d.	 Consultations. KMJ shall implement enhanced consultation procedures and 
+documentation requirements regarding unusual accounting, auditing, or financial 
+reporting issues.  Such procedures shall also include procedures for external firm 
+consultations regarding accounting, auditing, or financial reporting issues not resolved 
+by the audit team, engagement quality reviewer, and, if applicable, the internal 
+consultation process. 
+e.	 Documentation. KMJ shall implement enhanced documentation procedures to 
+provide reasonable assurance that KMJ complies with Auditing Standard No. 3, Audit 
+Documentation, on each of its public company audit engagements.  Such procedures 
+shall emphasize that documentation must be prepared in sufficient detail to provide a 
+clear understanding of its purpose, source, and the conclusions reached and require 
+that any additions made after the documentation date
+18 must identify the date the 
+18 Auditing Standard No. 3, paragraph 15, states, “A complete and final set of audit documentation 
+should be assembled for retention as of a date not more than 45 days after the report release date (documentation 
+completion date). If a report is not issued in connection with an engagement, then the documentation completion 
+date should not be more than 45 days from the date that fieldwork was substantially completed. If the auditor was 
+unable to complete the engagement, then the documentation completion date should not be more than 45 days from 
+the date the engagement ceased.” 
+17
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+information was added, the name of the person who prepared the additional 
+documentation, and the reason for adding it.  Additionally, KMJ shall adopt a policy 
+making it mandatory that engagement partners on public company audit engagements 
+review each audit area designated as having a significant risk of material 
+misstatement (whether due to fraud or error) to ensure compliance with both PCAOB 
+standards and related rules and firm policies and procedures. 
+f.	 Detection and Reporting of Illegal Client Activity (Section 10A Compliance). KMJ 
+shall make such revisions as may be necessary in order to adopt, implement and 
+enforce written policies and procedures providing reasonable assurance that KMJ 
+complies with Section 10A of the Securities Exchange Act of 1934, as amended, 
+including without limitation, for each audit subject to Section 10A, procedures 
+designed to provide reasonable assurance of detecting illegal acts that would have a 
+direct and material effect on the determination of financial statement amounts, and to 
+comply with all requirements under the standards of the Commission, the PCAOB, 
+and Section 10A to evaluate and report suspected illegal acts.  
+g.	 Engagement Quality Control. KMJ shall undertake a review of its existing procedures 
+to provide reasonable assurance that it complies with the PCAOB’s Auditing Standard 
+No. 7, Engagement Quality Review. 
+3.	 Professional Development. The goal of this undertaking is to require KMJ to establish, 
+implement, and enforce written policies and procedures designed to provide reasonable 
+assurance that KMJ’s professionals serving public company audit clients participate in 
+professional development activities in accordance with firm guidelines, in subjects that are 
+relevant to their responsibilities and will contribute to their technical training and 
+proficiency as an auditor.  Within 90 days of this Order, KMJ will evaluate its existing 
+professional development policy and shall make such revisions as may be necessary in 
+order to adopt, implement, and enforce written policies and procedures to provide that 
+professionals serving public company audit clients participate in professional development 
+activities in accordance with firm guidelines, in subjects that are relevant to their 
+responsibilities and will contribute to their technical training and proficiency as an auditor.  
+Additionally, prior to December 31, 2010, KMJ will require each audit professional serving 
+public company audit clients to undergo: 
+a.	 A Minimum of 16 Hours of Audit-Related Training. The audit-related training 
+requirement shall cover topics including, but not limited to: (1) assessing risks of 
+material misstatements and developing responsive audit plans, (2) determining and 
+documenting appropriate sampling methods and sample sizes, selecting samples, and 
+evaluating and documenting results; (3) audit documentation; and (4) obtaining and 
+evaluating sufficient competent evidential matter, including corroboration of 
+management’s representations. The audit-related training requirement may be fulfilled 
+by participating in or completing course(s) conducted by or offered by the American 
+Institute of Certified Public Accountants (AICPA) or another comparable organization. 
+18
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+b.	 A Minimum of 8 Hours of Fraud-Detection Training. KMJ shall ensure that audit 
+professionals assigned to public company engagements undergo fraud detection 
+training conducted by the Association of Certified Fraud Examiners or another 
+comparable organization. The training will include techniques in detecting and 
+responding to possible fraud by audit clients or by employees, officers or directors of 
+audit clients. 
+4.	 Cooperation. KMJ agrees that KMJ (including its partners, principals, officers, agents 
+and employees) shall cooperate fully with the Commission with respect to any matter 
+relating to the Commission's investigation of HSOA or its current or former officers, 
+directors or employees, including but not limited to any litigation or other proceeding 
+related to or resulting from that investigation, including litigation in SEC v. Home 
+Solutions of America, Inc., et al, Civil No. 3:09-cv-02269-N (N.D.Tx.). Such cooperation 
+shall include, but is not limited to, upon reasonable notice, and without subpoena: 
+a.	 Producing any document, record, or other tangible evidence reasonably requested by 
+Commission staff in connection with the Commission's investigation, litigation or 
+other proceedings; 
+b.	 Providing all information reasonably requested by Commission staff in connection 
+with the Commission's investigation; and 
+c.	 Using its best efforts to secure the attendance and truthful statements or testimony of 
+any KMJ partner, principal, officer, agent, or employee, excluding any such person 
+who is a party to litigation with the Commission, at any meeting, interview, 
+testimony, deposition, trial, or other legal proceeding reasonably requested by the 
+Commission staff. 
+5.	 Certification of Compliance. KMJ shall certify, in writing, compliance with the 
+undertakings set forth above. The certificat ion shall identify the undertakings, provide 
+written evidence of compliance in the form of a narrative, and be supported by exhibits 
+sufficient to demonstrate compliance.  The Commission staff may make reasonable 
+requests for further evidence of compliance, and KMJ agrees to provide such evidence.  
+The certification and supporting material shall be submitted to David Peavler, Assistant 
+Director, Fort Worth Regional Office or his successor, with copies to the Office of Chief 
+Counsel of the Enforcement Division and to the PCAOB, Director of Registration and 
+Inspection, no later than March 31, 2011. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondents’ Offers. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+19
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+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+      
+       
+ 
+      
+ 
+      
+          
+ 
+  
+ 
+ 
+  
+ 
+KMJ 
+A. KMJ is hereby censured pursuant to Rules 102(e)(1)(ii) and 102(e)(1)(iv)(B)(2) of 
+the Commission’s Rules of Practice and Section 4C of the Exchange Act. 
+Merkley 
+B. Merkley shall cease and desist from committing or causing any violations and any 
+future violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act, Rules 13a-1 and 13a-13, 
+thereunder, and Regulation S-X Rule 2-02(b)(1). 
+C. Merkley is denied the privilege of appearing or practicing before the Commission 
+as an accountant. 
+D. After three years from the date of this order, Merkley may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Merkley’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he/she practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Merkley, or the public accounting firm with which he is associated, 
+is registered with the PCAOB in accordance with the Sarbanes-Oxley Act of 2002, and such 
+registration continues to be effective; 
+(b) Merkley, or the registered public accounting firm with which he is 
+associated, has been inspected by the PCAOB and that inspection did not identify any criticisms 
+of or potential defects in the respondent’s or the firm’s quality control system that would indicate 
+that the respondent will not receive appropriate supervision; 
+(c) Merkley has resolved all disciplinary issues with the PCAOB, and 
+has complied with all terms and conditions of any sanctions imposed by the PCAOB (other than 
+reinstatement by the Commission); and 
+(d) Merkley acknowledges his responsibility, as long as he appears or 
+practices before the Commission as an independent accountant, to comply with all requirements 
+of the Commission and the PCAOB, including, but not limited to, all requirements relating to 
+registration, inspections, engagement quality reviews and quality control standards. 
+20
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+ 
+ 
+ 
+ 
+ 
+ 
+      
+       
+ 
+      
+ 
+      
+          
+ 
+ 
+ 
+  
+ 
+E. The Commission will consider an application by Merkley to resume appearing or 
+practicing before the Commission provided that his state CPA license is current and he has 
+resolved all other disciplinary issues with the applicable state boards of accountancy.  However, 
+if state licensure is dependent on reinstatement by the Commission, the Commission will 
+consider an application on its other merits.  The Commission’s review may include consideration 
+of, in addition to the matters referenced above, any other matters relating to Merkley’s character, 
+integrity, professional conduct, or qualifications to appear or practice before the Commission. 
+Price 
+F. Price is denied the privilege of appearing or practicing before the Commission as an 
+accountant. 
+G. After two years from the date of this order, Price may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Price’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he/she practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Price, or the public accounting firm with which he is associated, is 
+registered with the PCAOB in accordance with the Sarbanes-Oxley Act of 2002, and such 
+registration continues to be effective; 
+(b) Price, or the registered public accounting firm with which he is 
+associated, has been inspected by the PCAOB and that inspection did not identify any criticisms 
+of or potential defects in the respondent’s or the firm’s quality control system that would indicate 
+that the respondent will not receive appropriate supervision; 
+(c) Price has resolved all disciplinary issues with the PCAOB, and has 
+complied with all terms and conditions of any sanctions imposed by the PCAOB (other than 
+reinstatement by the Commission); and 
+(d) Price acknowledges his responsibility, as long as he appears or 
+practices before the Commission as an independent accountant, to comply with all requirements 
+of the Commission and the PCAOB, including, but not limited to, all requirements relating to 
+registration, inspections, engagement quality reviews and quality control standards. 
+21
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+H. The Commission will consider an application by Price to resume appearing or 
+practicing before the Commission provided that his state CPA license is current and he has 
+resolved all other disciplinary issues with the applicable state boards of accountancy.  However, 
+if state licensure is dependent on reinstatement by the Commission, the Commission will 
+consider an application on its other merits.  The Commission’s review may include consideration 
+of, in addition to the matters referenced above, any other matters relating to Price’s character, 
+integrity, professional conduct, or qualifications to appear or practice before the Commission. 
+ By the Commission. 
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+22
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or 
+another duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 4C and 21C of the 
+Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making 
+Findings, and Imposing Remedial Sanctions (“Order”), on the Respondents and their legal agents. 
+The attached Order has been sent to the following parties and other persons entitled to notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC  20549-2557 
+David Peavler, Esq. 
+Fort Worth Regional Office 
+Securities and Exchange Commission 
+801 Cherry Street, Suite 1900 
+Fort Worth, TX 76102 
+KMJ Corbin & Company LLP 
+Attention:  Mr. Theodore M. Faddoul, Managing Partner 
+c/o Stephen J. Tully, Esq. 
+Garrett & Tully 
+4165 E. Thousand Oaks Blvd., Suite 201  
+Westlake Village, CA  91362 
+Stephen J. Tully, Esq. 
+Garrett & Tully 
+4165 E. Thousand Oaks Blvd., Suite 201  
+Westlake Village, CA  91362 
+(Counsel for KMJ Corbin & Company LLP) 
+Mr. Kendall G. Merkley 
+23
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+c/o Sean T. Prosser, Esq. 
+Morrison Foerster LLP 
+12531 High Bluff Drive, Suite 100 
+San Diego, CA  92130-2040 
+Sean T. Prosser, Esq. 
+Morrison Foerster LLP 
+12531 High Bluff Drive, Suite 100 
+San Diego, CA  92130-2040 
+(Counsel for Kendall G. Merkley) 
+Mr. Anthony J. Price 
+c/o Stephen J. Tully, Esq. 
+Garrett & Tully 
+4165 E. Thousand Oaks Blvd., Suite 201  
+Westlake Village, CA  91362 
+Stephen J. Tully, Esq. 
+Garrett & Tully 
+4165 E. Thousand Oaks Blvd., Suite 201  
+Westlake Village, CA  91362 
+(Counsel for Anthony J. Price) 
+24 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3186.txt b/raw/aaer/2010/AAER-3186.txt
new file mode 100644
index 0000000000000000000000000000000000000000..388de47b85013aa6ba0fbede7d52e14b9ad9ab48
--- /dev/null
+++ b/raw/aaer/2010/AAER-3186.txt
@@ -0,0 +1,1355 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
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+ 
+ 
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+     
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+     SEC.gov | Biovail Corporation, Eugene Melnyk, Brian Crombie, John Miszuk, and Kenneth G. Howling 
+     
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+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21650 / September 15, 2010  Accounting and Auditing Enforcement Release No. 3186 / September 15, 2010   SEC v. Biovail Corporation, Eugene Melnyk, Brian Crombie, John Miszuk, and Kenneth G. Howling , 08 Civ. 02979 (LAK) (S.D.N.Y. filed March 24, 2008)  SEC SETTLES ACCOUNTING FRAUD CASE AGAINST FORMER BIOVAIL SENIOR EXECUTIVE  On September 8, 2010, the Hon. Lewis A. Kaplan of the United States District Court for the Southern District of New York entered a final consent judgment against defendant John Miszuk, Biovail Corporation's former vice president, controller and assistant secretary, with respect to violations of the federal securities laws alleged by the Commission in a civil enforcement action filed in March 2008. Miszuk consented to a final judgment that (i) permanently enjoins him from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rules 10b-5 and 13b2-1 and from aiding and abetting violations of Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) and Rules 12b-20, 13a-1 and 13a-16; (ii) requires him to pay a civil penalty in the amount of $75,000; and (ii) bars him from serving as an officer or director of a public company for five years. This settlement resolves all of the Commission's pending charges against Miszuk.  The Commission's complaint alleges, among other things, that, in the second quarter 2003, Biovail and some of its executives, including Miszuk, engaged in two separate accounting fraud schemes that resulted in Biovail materially misstating its financial statements by overstating its revenue and understating its loss for that quarter. The Commission's complaint also alleges that other senior Biovail executives and Biovail violated the antifraud and other provisions of the securities laws in connection with misstatements concerning a third quarter 2003 truck accident as well as a fraudulent scheme concerning an off-balance-sheet, research-and-development vehicle.  Last year, the Commission settled its claims against Biovail former vice president of corporate affairs Kenneth G. Howling by entry on December 21, 2009, of a consent judgment that permanently enjoined Howling from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5 and imposed a civil penalty in the amount of $50,000. Biovail previously settled with the Commission by consenting to a judgment that, among other things, permanently enjoined it from violating antifraud and other provisions of the federal securities laws, imposed a $10 million civil penalty, and ordered it to pay disgorgement of $1. The Commission's case against former Biovail chairman and chief executive officer Eugene N. Melnyk and former chief financial officer Brian Crombie remains pending.  For further information, see Litigation Releases No.  20506  (March 24, 2008), No.  20880  (February 4, 2009) and No.  20903  (February 17, 2009). 								
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diff --git a/raw/aaer/2010/AAER-3187.txt b/raw/aaer/2010/AAER-3187.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21657 / September 21, 2010  Accounting and Auditing and Enforcement No. 3187 / September 21, 2010  SEC v. True North Finance Corporation, f/k/a CS Financing Corporation, et al., Civil Case No. 10-3995-DWF/JJK, USDC, D. MINN.  SEC CHARGES MINNEAPOLIS ATTORNEY AND SAN FRANCISCO REAL ESTATE LENDING FUND PROMOTERS WITH MISLEADING INVESTORS  The Securities and Exchange Commission ("Commission") announced that on September 21, 2010, it charged a Minneapolis attorney and two San Francisco-area real estate lending fund promoters with defrauding investors in a Minneapolis-based real estate lending fund by concealing the collapse of the fund's sole business partner.  The SEC's complaint, filed in federal court in Minneapolis, alleges that Todd A. Duckson, of Prior Lake, Minnesota, Michael W. Bozora, of Belvedere, California, and Timothy R. Redpath, of Mill Valley, California, raised more than $21 million from investors in the Capital Solutions Monthly Income Fund after the fund's sole business partner defaulted on its obligations to the fund. The SEC alleges that after this May 2008 default, the fund ¢€" whose sole business was to make real estate loans to a single borrower ¢€" had no meaningful income and was using new investor funds to pay existing investors.  According to the SEC's complaint, Bozora and Redpath launched the fund in 2004 and, through August 2009, raised approximately $74 million from approximately 450 investors from across the U.S. After the May 2008 default by the fund's sole borrower, the fund foreclosed on the borrower's real estate projects. The SEC alleges that in late 2008, Bozora and Redpath asked Duckson, who was acting as the fund's outside counsel, to take over managing the fund. The SEC alleges that Duckson then began managing the fund while Bozora and Redpath continued to raise money from new investors. The SEC alleges that Bozora, Redpath, and Duckson failed to disclose the default and foreclosure to investors for several months. The SEC alleges that Bozora, Redpath, and Duckson eventually made some disclosure of the default and foreclosure, but they minimized the impact of these events and misleadingly promoted the fund's ability to make new loans.  The SEC's complaint also charges True North Finance Corporation, a Minneapolis real estate lending company that merged with the fund in 2009, and True North's Chief Financial Officer, Owen Mark Williams, of Saratoga, California, with accounting fraud. The SEC alleges that in 2008 and 2009, Williams caused True North to overstate its revenues by as much as 99%. The SEC alleges that True North improperly recognized revenue on interest from borrowers which were not paying True North and which were in poor financial condition.  The SEC is seeking permanent injunctions, disgorgement, prejudgment interest and civil penalties against all of the Defendants, and officer-director bars against Bozora, Redpath, Duckson, and Williams. 								
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diff --git a/raw/aaer/2010/AAER-3188.txt b/raw/aaer/2010/AAER-3188.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21660 / September 22, 2010  Accounting and Auditing Release No. 3188 / September 22, 2010   Securities and Exchange Commission v. Delphi Corporation, John Blahnik, et al. , 06-cv-14891-AC-SDP (E.D. Mich.) (filed October 30, 2006)  FORMER TREASURER OF DELPHI CORPORATION SETTLES ACCOUNTING FRAUD CASE WITH SEC  The Securities and Exchange Commission today announced settlement of pending charges against John Blahnik, the former Treasurer and Vice President of Treasury, Mergers and Acquisitions of Delphi Corporation. On September 22, 2010, United States District Judge Avern Cohn entered a Final Judgment by consent enjoining Blahnik from future violations of Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5 and 13b2-1 thereunder and Section 17(a) of the Securities Act of 1933 ("Securities Act"), and aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-1, and13a-11 thereunder. Blahnik was also ordered to pay disgorgement and prejudgment interest totaling $50,000 and a civil money penalty of $50,000. Finally, the Court prohibited Blahnik from serving as an officer or director of a public company for a period of five (5) years. Blahnik settled the Commission's claims without admitting or denying the Commission's allegations.  The Commission's complaint against Blahnik alleged that as a result of his participation in three fraudulent schemes, Delphi filed materially false and misleading financial statements in the company's Forms 10-K for 2000 and 2002, and Forms 8-K filed in 2001 and 2003-2005. According to the Complaint, Delphi improperly accounted for two round trip transactions as sales rather than as financing transactions, and thereby improperly recognized a material amount in cash flow from operations and materially overstated its reported earnings per share and net income for the fourth quarter of 2000, and, combined with other misstatements, materially overstated its net income for the year 2000. In addition, from 2003 to 2004, Delphi intentionally failed to disclose material sales of accounts receivable (factoring).  The case against the four remaining individual defendants is set for trial in the United States District Court for the Eastern District of Michigan on October 18, 2010.  Additional materials:   Litigation Release Nos.  19891  (October 30, 2006),  20975  (March 27, 2009)  Accounting and Auditing Release Nos.  2500  (October 30, 2006),  2501  (October 30, 2006),  2502  (October 30, 2006),  2503  (October 30, 2006),  2791  (February 26, 2008),  2792  (February 26, 2008), and  2955  (March 27, 2009)   
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diff --git a/raw/aaer/2010/AAER-3189.txt b/raw/aaer/2010/AAER-3189.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9eb4b7c755fda9d9f06fce44029e1d136595dca1
--- /dev/null
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+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 62988 / September 24, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3189 / September24, 2010 
+ 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-14068 
+ 
+ 
+In the Matter of 
+ 
+SUNOPTA, INC.,  
+STEVEN R. BROMLEY, CGA, and 
+JOHN H. DIETRICH, CA,  
+ 
+Respondents. 
+ 
+ 
+ORDER INSTITUTING CEASE-AND-DESIST 
+PROCEEDINGS PURSUANT TO SECTION 
+21C OF THE SECURITIES EXCHANGE ACT 
+OF 1934, MAKING FINDINGS, AND 
+IMPOSING A CEASE-AND-DESIST ORDER  
+  
+  
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
+and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
+Exchange Act of 1934 (“Exchange Act”) against SunOpta, Inc. (“SunOpta”), Steven R. Bromley, 
+(“Bromley”), and John H. Dietrich (“Dietrich”) (collectively “Respondents”). 
+ 
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondents have submitted Offers 
+of Settlement (the “Offers”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over them and the subject matter of these 
+proceedings, which are admitted, Respondents consent to the entry of this Order Instituting Cease-
+and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   
+ 
+ 2
+III. 
+ 
+ On the basis of this Order and Res pondents’ Offers, the Commission finds1 that:  
+ 
+Summary 
+  
+In 2007, SunOpta, a Canadian health food company, filed inaccurate quarterly financial 
+reports as a result of internal control problems in inventory accounting at its California-based 
+subsidiary, Cleugh’s Frozen Foods (“CFF”), after CFF implemented a new accounting software 
+system.  SunOpta’s chief executive officer (“CEO”), Steven R. Bromley, and chief financial officer 
+(“CFO”), John H. Dietrich became aware of CFF’s problems and took steps to address those 
+difficulties and correct its accounts throughout the year.  However, these efforts were inadequate to 
+address the scope of CFF’s problems.  Later restatements show that CFF’s errors caused SunOpta 
+to overstate its consolidated earnings for the first three quarters of 2007 by approximately 103%, 
+42%, and 65%, respectively.
+2  In addition, during 2007, SunOpta did not disclose any material 
+changes to its internal controls over financial reporting, as is required under Item 308(c) of 
+Regulation S-K promulgated pursuant to the Sarbanes-Oxley Act. 
+ 
+Respondents
+ 
+ 
+1. SunOpta, Inc., a Canadian corporation headquartered in Ontario, operates 
+throughout North America in the natural and organic food, supplements, and health and beauty 
+markets.  SunOpta stock is registered with the Commission under Section 12(b) of the Exchange 
+Act, and it trades on the Nasdaq Global Select Market.   
+ 
+2. Steven R. Bromley
+, Certified General Accountant (“CGA”), age 51 and a resident 
+of Ontario, Canada, has been SunOpta’s president since January 2005, and a board member and 
+CEO since February 2007.  He previously served as SunOpta’s CFO and chief operating officer.  
+Bromley has been licensed as a CGA in Canada since 1987. 
+ 
+3. John H. Dietrich
+, Chartered Accountant (“CA”), age 45 and a resident of Ontario, 
+Canada, was SunOpta’s CFO and vice president from September 2003 until March 2009.  He is 
+now a vice president of corporate development.  Dietrich has been licensed as a CA in Canada 
+since 1989. 
+ 
+Facts 
+ 
+4. SunOpta has several business groups and consolidates their financial information 
+for its public filings.  SunOpta’s “Fruit Group” segment provides fruit and vegetable products to 
+the private label retail and industrial markets.  In 2005, SunOpta’s Fruit Group acquired CFF.  
+                                                
+ 
+1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding 
+on any other person or entity in this or any other proceeding.  
+ 2 As used in this Order, “consolidated earnings” means SunOpta’s reported earnings before taxes, interest 
+expense, other expenses, foreign exchange gain/loss, and minority interest gain/loss. 
+ 3
+During 2007, CFF’s inventory represented approximately 26% of SunOpta’s consolidated 
+inventory balance. 
+ 
+5. At the time of its acquisition, CFF was a family-owned  business, and its accounting 
+controls were largely manual and informal.  Accordingly, to improve internal control over financial 
+reporting, SunOpta implemented an Oracle accounting system at CFF in early March 2007.   
+ 
+ 6. Almost immediately, and continuing th roughout 2007, information CFF input into 
+Oracle was unreliable and did not accurately depict the value of CFF’s inventory.  These 
+accounting errors affected virtually every aspect of CFF’s inventory accounting.  Specifically, CFF 
+improperly accounted for inventory in the following areas: 
+ 
+  a .  Costing.  When CFF initially loaded the value of its pre-existing inventory 
+into Oracle, CFF incorrectly increased the recorded costs of that inventory.  In addition, the bills of 
+materials CFF input into Oracle throughout the year to document inventory costs frequently 
+incorporated incorrect rates of overhead, materials used, units of measure, and other data.   
+ 
+  b .  Quantity
+.  During 2007, CFF stored the majority of its inventory in 
+warehouses owned by third parties.  However, CFF did not reconcile the quantity of inventory 
+recorded in Oracle with the quantity of inventory recorded by the third-party warehouses for the 
+first and second quarters of 2007.  CFF’s reconciliation for the third quarter was not properly 
+completed.   
+ 
+  c .  Unsupported Manual Adjustment
+.  When CFF received products from 
+growers before growers invoiced CFF, CFF tracked this inventory in an accrual account called 
+“Goods Received Not Invoiced” (“GRNI”).  However, CFF often failed to relieve this account 
+when it later received invoices from the growers and completed its accounting for the transaction.  
+When the GRNI account ballooned during the second quarter, CFF made a large adjustment to the 
+account based on incomplete data.   
+ 
+  d .  Net Realizable Value
+.  During the first three quarters of 2007, CFF did not 
+timely input information in Oracle that would show that the cost of much of its inventory exceeded 
+the market price for these products.  CFF also failed to otherwise review relevant data and, as a 
+result, it failed to identify necessary downward adjustments to account for such inventory at its net 
+realizable value.   
+ 
+7. Because of CFF’s inaccurate inventory accounting, the financial statements CFF 
+generated for each of the first three quarters of 2007 were not fairly stated.  These errors in turn 
+caused SunOpta to overstate its consolidated earnings for the first three quarters of 2007 by a total 
+of approximately 103%, 42%, and 65%, respectively, in Forms 10-Q and Forms 8-K that SunOpta 
+filed with the Commission.  These errors also caused SunOpta to report misstatements for its Fruit 
+Group segment, changing the segment’s previously-reported earnings to a loss for both the first 
+and third quarters, and substantially reducing the previously-reported earnings for the second 
+quarter.  Both Bromley and Dietrich participated in the drafting of these filings with the 
+Commission. 
+ 4
+ 
+ 8. Bromley and Dietrich knew about, and t ook steps to remedy, problems with CFF’s 
+inventory accounting during 2007.  They documented these issues, created plans to address them, 
+and made attempts to correct CFF’s accounting at each quarter-end.  However, these efforts were 
+insufficient to address the scope of the inventory accounting problems at CFF and produce fairly 
+stated financial statements.  
+ 
+9. In the Forms 10-Q it originally filed for the first three quarters of 2007, SunOpta 
+stated that there had been “no change in the company’s internal control over financial reporting” 
+that has “materially affected, or is reasonably likely to materially affect, the Company’s internal 
+control over financial reporting.”  Both Bromley and Dietrich signed certifications with each Form 
+10-Q filing attesting that any such changes had been disclosed.  When SunOpta filed its restated 
+financial statements for each quarter, its amended Forms 10-Q included the revised disclosure that 
+there had been material changes to its internal controls relating to the “manual procedures and 
+adjustments” that had “supplanted certain system control processes relating to the purchasing, 
+payables, sales, receivables, and inventory accounting cycles.”   
+ 
+10. Both Bromley and Dietrich sold SunOpt a stock during the time period covered by 
+the restatements.  When those sales occurred, SunOpta’s stock price was inflated due, in part, to its 
+incorrectly reported financial results that were attributable to internal control issues at CFF.  At the 
+time of their sales, Bromley and Dietrich were aware of certain of CFF’s internal control issues.  
+ 
+Violations
+ 
+ 
+11. SunOpta violated Section 13(a) of th e Exchange Act and Rules 12b-20, 13a-11, and 
+13a-13 thereunder by filing Forms 10-Q and Forms 8-K for the first three quarters of 2007 that 
+materially misstated SunOpta’s financial statements, and by filing Forms 10-Q for these periods 
+that did not disclose material changes to SunOpta’s internal control over financial reporting as 
+required by Item 308(c) of Regulation S-K.  As described above, Bromley and Dietrich were a 
+cause of SunOpta’s violations of these provisions.   
+ 
+12. SunOpta violated Section 13(b)(2)(A) of  the Exchange Act by keeping books and 
+records with inaccurate entries related to SunOpta’s inventory balances during the first three 
+quarters of 2007.  The company violated Section 13(b)(2)(B) by failing to devise and maintain an 
+effective system of internal controls when accounting for CFF’s inventory after conversion to the 
+Oracle accounting system.    As described above, Bromley and Dietrich were a cause of SunOpta’s 
+violations of these provisions. 
+ 
+13.  Exchange Act Rule 13a-14 requires an issuer’s CEO and CFO to certify that they 
+have disclosed in the issuer’s quarterly report any change in the issuer’s internal control over 
+financial reporting that occurred during the most recent fiscal quarter that has materially affected, 
+or is likely to materially affect, the issuer’s internal control over financial reporting.  Because 
+SunOpta’s quarterly reports for the first three quarters of 2007 did not disclose material changes to 
+its internal control over financial reporting, Bromley and Dietrich violated Rule 13a-14.   
+ 
+ 5
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondents’ Offers. 
+ 
+ Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that: 
+ 
+A. Respondent SunOpta cease and desist from committing or causing any violations and 
+any future violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange 
+Act and Rules 12b-20, 13a-11, and 13a-13 thereunder; 
+ 
+B. Respondent Bromley cease and desist from committing or causing any violations and 
+any future violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange 
+Act and Rules 12b-20, 13a-11, 13a-13, and 13a-14 thereunder;  
+ 
+C. In connection with his sale of SunOpta stock as referenced above, Respondent Bromley 
+shall, within 21 days of the entry of this Order, pay disgorgement of $40,905 and 
+prejudgment interest of $5,294.77 to the United States Treasury.  If timely payment is 
+not made, additional interest shall accrue pursuant to SEC Rule of Practice 600.  
+Payment shall be: (A) made by wire transfer, United States postal money order, 
+certified check, bank cashier's check or bank money order; (B) made payable to the 
+Securities and Exchange Commission; (C) hand-delivered or mailed to the Office of 
+Financial Management, Securities and Exchange Commission, Operations Center, 6432 
+General Green Way, Stop 0-3, Alexandria, VA 22312; and (D) submitted under cover 
+letter that identifies Bromley as a Respondent in these proceedings, the file number of 
+these proceedings, a copy of which cover letter and money order or check shall be sent 
+to Noel M. Franklin, Division of Enforcement, Securities and Exchange Commission, 
+1801 California Street, Suite 1500, Denver, CO 80202; 
+ 
+D. Respondent Dietrich cease and desist from committing or causing any violations and 
+any future violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange 
+Act and Rules 12b-20, 13a-11, 13a-13, and 13a-14 thereunder; and 
+ 6
+ 
+E. In connection with his sale of SunOpta stock as referenced above, Respondent Dietrich 
+shall, within 21 days of the entry of this Order, pay disgorgement of $5,780 and 
+prejudgment interest of $1,011.90 to the United States Treasury.  If timely payment is 
+not made, additional interest shall accrue pursuant to SEC Rule of Practice 600.  
+Payment shall be: (A) made by wire transfer, United States postal money order, 
+certified check, bank cashier's check or bank money order; (B) made payable to the 
+Securities and Exchange Commission; (C) hand-delivered or mailed to the Office of 
+Financial Management, Securities and Exchange Commission, Operations Center, 6432 
+General Green Way, Stop 0-3, Alexandria, VA 22312; and (D) submitted under cover 
+letter that identifies Dietrich as a Respondent in these proceedings, the file number of 
+these proceedings, a copy of which cover letter and money order or check shall be sent 
+to Noel M. Franklin, Division of Enforcement, Securities and Exchange Commission, 
+1801 California Street, Suite 1500, Denver, CO 80202. 
+ 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 7
+Service List 
+ 
+ Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting Cease-and-
+Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order (“Order”), on the Respondents and their legal 
+agents. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC  20549-2557 
+ 
+Noel M. Franklin, Esq. 
+Denver Regional Office 
+Securities and Exchange Commission 
+1801 California Street, Suite 1500 
+Denver, CO  80202 
+ 
+SunOpta, Inc. 
+c/o Bruce A. Baird, Esq. 
+Covington & Burlington LLP 
+1201 Pennsylvania Avenue, N.W. 
+Washington, DC  20004-2401 
+ 
+Steven R. Bromley, CGA 
+c/o Andrew J. Geist, Esq. 
+O’Melveny & Myers LLP 
+Times Square Tower 
+7 Time Square 
+New York, NY 10036 
+ 
+John H. Dietrich, CA 
+c/o Andrew J. Geist, Esq. 
+O’Melveny & Myers LLP 
+Times Square Tower 
+7 Time Square 
+New York, NY 10036 
+ 
+ 8
+ 
+Bruce A. Baird, Esq. 
+Covington & Burlington LLP 
+1201 Pennsylvania Avenue, N.W. 
+Washington, DC  20004-2401 
+(Counsel for SunOpta, Inc.) 
+ 
+Andrew J. Geist, Esq. 
+O’Melveny & Myers LLP 
+Times Square Tower 
+7 Time Square 
+New York, NY 10036 
+(Counsel for Steven R. Bromley and John H. Dietrich) 
+ 
+ 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3190.pdf b/raw/aaer/2010/AAER-3190.pdf
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diff --git a/raw/aaer/2010/AAER-3190.txt b/raw/aaer/2010/AAER-3190.txt
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--- /dev/null
+++ b/raw/aaer/2010/AAER-3190.txt
@@ -0,0 +1,204 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+       
+      
+  
+   
+  
+  
+      
+   
+      
+  
+ 
+ 
+  
+ 
+ 
+ 
+ 
+   
+ 
+                                                
+ 
+ 
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63013 / September 29, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3190 / September 29, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14077 
+: 
+: 
+In the Matter of : ORDER INSTITUTING PUBLIC 
+: ADMINISTRATIVE PROCEEDINGS AND 
+ STEPHEN DURLAND (CPA), 
+ Respondent. 
+: 
+: 
+: 
+: 
+IMPOSING TEMPORARY SUSPENSION 
+PURSUANT TO RULE 102(e)(3) OF THE  
+COMMISSION’S RULES OF PRACTICE 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Stephen 
+Durland (“Durland” or “Respondent”) pursuant to Rule 102(e)(3) of the Commission’s Rules of 
+Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+II. 
+The Commission finds that: 
+A. RESPONDENT 
+1. Durland, age 56, resides in West Palm Beach, Florida, and has been CFO of 
+Pegasus Wireless Corporation (“Pegasus”) since 2005.  He is a CPA currently licensed in New 
+York. His firm, Durland & Company, CPAs, P.A., has performed auditing work for several 
+microcap companies. The firm was registered with the Public Company Accounting Oversight 
+Board (“PCAOB”), but is no longer.  During the staff’s investigation of Pegasus, Respondent 
+refused to answer the staff’s questions in testimony based on his Fifth Amendment privilege 
+against self-incrimination. 
+B. CIVIL INJUNCTION 
+3. On May 27, 2009, the Commission filed a complaint against Durland in SEC v. 
+Pegasus Wireless Corp. (Civil Action No. CV 09-2302) in the United States District Court for the 
+Northern District of California.  On September 28, 2010, the court entered a judgment against 
+Durland permanently enjoining him from future violations, direct or indirect, of Sections 5(a), 5(c), 
+and 17(a) of the Securities Act of 1933, Sections 10(b), 13(b)(5), and 16(a) of the Securities 
+Exchange Act of 1934, and Rules 10b-5, 13a-14, 13b2-1, 13b2-2 and 16a-3 thereunder and from 
+aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-
+11 and 13a-13 thereunder. 
+4. The Commission’s complaint alleged, among other things, that Durland and another 
+Pegasus officer defrauded investors by creating backdated promissory notes memorializing a 
+phony debt, which they used to get unrestricted shares of Pegasus stock into the hands of 
+individuals and entities they controlled.  Durland caused Pegasus to issue nearly 480 million shares 
+– 75% of its outstanding shares – based on the fake, backdated promissory notes, resulting in 
+massive dilution of the existing shareholders’ ownership interest.  The individuals and entities who 
+received shares dumped the stock on the open market and funneled many millions in proceeds to 
+Durland and the other Pegasus officer.  Durland also made numerous misrepresentations and 
+omissions in SEC filings about Pegasus’ financing for acquisitions.  
+III. 
+Based upon the foregoing, the Commission finds that a court of competent jurisdiction 
+has permanently enjoined Durland, a CPA, from violating the federal securities laws within the 
+meaning of Rule 102(e)(3)(i)(A) of the Commission’s Rules of Practice.  In view of these 
+findings, the Commission deems it appropriate and in the public interest that Durland be 
+temporarily suspended from appearing or practicing before the Commission. 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+IT IS HEREBY ORDERED that Durland be, and hereby is, temporarily suspended from 
+appearing or practicing before the Commission. This Order shall be effective upon service on 
+the Respondent. 
+IT IS FURTHER ORDERED that Durland may within thirty days after service of this 
+Order file a petition with the Commission to lift the temporary suspension.  If the Commission 
+within thirty days after service of the Order receives no petition, the suspension shall become 
+permanent pursuant to Rule 102(e)(3)(ii). 
+If a petition is received within thirty days after service of this Order, the Commission 
+shall, within thirty days after the filing of the petition, either lift the temporary suspension, or set 
+the matter down for hearing at a time and place to be designated by the Commission, or both.  If 
+a hearing is ordered, following the hearing, the Commission may lift the suspension, censure the 
+petitioner, or disqualify the petitioner from appearing or practicing before the Commission for a 
+period of time, or permanently, pursuant to Rule 102(e)(3)(iii). 
+This Order shall be served upon Durland personally or by certified mail at his last 
+known address. 
+ By the Commission.
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+ 
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+   
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+ 
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+ 
+  
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+   
+         
+ 
+Service List 
+Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting Public 
+Administrative Proceedings and Imposing Temporary Suspension Pursuant to Rule 102(e)(3) of the 
+Commission’s Rules of Practice (“Order”), on the Respondent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC  20549-2557 
+Susan F. LaMarca, Esq.  
+San Francisco Regional Office 
+Securities and Exchange Commission 
+44 Montgomery Street, 26
+th Floor 
+San Francisco, CA 94104 
+Mr. Stephen Durland (CPA) 
+2415 South Flagler Drive 
+West Palm Beach, FL  33401 
+4
+ 
\ No newline at end of file
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+
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+              U.S. SECURITIES & EXCHANGE COMMISSION  Litigation Release No. 21673 / September 29, 2010  Accounting and Auditing Enforcement Release No. 3191 / September 29, 2010  U.S. Securities and Exchange Commission v. ABB Ltd, Civil Action No. 1:10-CV-01648 (DDC) (PLF)  SEC CHARGES ABB FOR BRIBERY SCHEMES IN MEXICO AND IRAQ - ABB TO PAY $39 MILLION IN DISGORGEMENT AND CIVIL PENALTIES  The Securities and Exchange Commission announced today that it filed a settled civil action against ABB Ltd ("ABB") in the United States District Court for the District of Columbia, charging the company with violations of the Foreign Corrupt Practices Act. ABB is a Swiss corporation that provides power and automation products and services worldwide. The SEC alleges that ABB, through its subsidiaries, paid bribes to government officials in Mexico to obtain business with government owned power companies, and paid kickbacks to the former regime in Iraq to obtain contracts under the United Nations Oil for Food Program. As alleged in the complaint, ABB's subsidiaries made at least $2.7 million in illicit payments in these schemes to obtain contracts that generated more than $100 million in revenues for ABB.  In the Mexican bribery scheme, the SEC alleges that from 1999 through 2004, ABB Network Management ("ABB NM"), a business unit within ABB's U.S. subsidiary, ABB, Inc., bribed officials in Mexico to obtain and retain business with two government owned electric utilities, Comision Federal de Electricidad ("CFE") and Luz y Fuerza del Centro ("LyFZ"). According to the complaint, the bribes were funneled through ABB NM's agent and two other companies in Mexico. The complaint alleges that ABB failed to conduct due diligence on these payments and entities and improperly recorded the bribes on its books as payments for commissions and services on projects in Mexico. Examples of illicit payments in the complaint include checks and wire transfers to relatives of CFE officials, cash bribes to CFE officials, and payment of a Mediterranean cruise vacation for CFE officials and their wives. The SEC alleges that, as a result of this bribery scheme, ABB NM was awarded contracts with CFE and LyFZ that generated over $90 million in revenues, and $13 million in profits, for ABB.  The SEC further alleges that from approximately 2000 to 2004 ABB participated in the United Nations Oil for Food Program (the "Program"). The Program was intended to provide humanitarian relief for the Iraqi population, which faced hardship under the international trade sanctions that followed Iraq's 1990 invasion of Kuwait. According to the complaint, ABB participated in the Program through six subsidiaries: ABB Near East Trading Ltd. ("ABB Jordan"), ABB Automation, ABB Industrie AC Machines and ABB Solyvent-Ventec (collectively referred to as "ABB France"), ABB AG ("ABB Austria"), and ABB Elektrik Sanayi AS ("ABB Turkey"). The SEC alleges that these subsidiaries developed various schemes to pay secret kickbacks to Iraq to obtain contracts under the Program. ABB's Jordanian subsidiary acted as a conduit for other ABB subsidiaries by making the kickback payments on their behalf. Some of the kickbacks were made in the form of bank guarantees and cash payments. ABB improperly recorded the kickbacks on its books as legitimate payments for after sales services, consultation costs, and commissions. According to the complaint, the Oil for Food contracts obtained as a result of the kickback schemes generated $13.5 million in revenues, and $3.8 million in profits, for ABB.  Without admitting or denying the allegations in the complaint, ABB has agreed to settle the SEC's action by consenting to the entry of a final judgment that permanently enjoins the company from future violations of Sections 30A, 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934, orders the company to pay $22,804,262 in disgorgement and prejudgment interest, orders the company to pay a $16,510,000 civil penalty, and requires the company to comply with certain undertakings regarding its FCPA compliance program.  In related criminal proceedings, ABB has reached a settlement with the U.S. Department of Justice in which ABB has agreed to pay $19 million in criminal penalties.  The Commission acknowledges the assistance of the Department of Justice, Criminal Division, Fraud Section, the Federal Bureau of Investigation, and the United Nations Independent Inquiry Committee. 								
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diff --git a/raw/aaer/2010/AAER-3192.txt b/raw/aaer/2010/AAER-3192.txt
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--- /dev/null
+++ b/raw/aaer/2010/AAER-3192.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21677 / September 30, 2010  Accounting and Auditing Enforcement Release No. 3192 / September 30, 2010   SEC v. Forman, et al.,  Civil Action No. 07-11151-RWZ (D. Mass.)  Court Enters Final Judgment by Consent against Former Controller of Massachusetts Technology Company  The Commission announced that on September 30, 2010, a Massachusetts federal court entered a final judgment by consent against Steven Forman of Chelmsford, Massachusetts, a defendant in an action filed by the Commission in June 2007. In its complaint, the Commission had alleged that Forman, the former controller of Speechworks International, Inc., then a public company based in Boston, Massachusetts, and others improperly inflated Speechworks' revenues and misstated other important financial metrics that misled investors as to the company's true financial condition. In the judgment, Judge Rya W. Zobel enjoined Forman from aiding and abetting violations of the books and records and periodic reporting provisions of the Securities Exchange Act of 1934 ("Exchange Act") and imposed a $20,000 penalty.  According to the complaint, Speechworks, a manufacturer of voice recognition software, entered into an arrangement with a reseller pursuant to which the reseller made royalty payments prior to its shipment of software to end customers. Among other things, the complaint had alleged that Forman participated in Speechworks' improper recognition of $2 million in royalty prepayments as revenue, even though the arrangement was not properly documented and did not otherwise qualify for revenue recognition under Speechworks' policies and generally accepted accounting principles.  Without admitting or denying the allegations in the complaint, Forman consented to the final judgment that was entered by the court. The final judgment enjoined him from aiding and abetting Speechworks' violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder. It also ordered Forman to pay a $20,000 penalty.  For further information, please see Litigation Release Numbers  20164  (June 22, 2007) and  20163  (June 22, 2007); and AAER Release Number  2621  (June 22, 2007). 								
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+              SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21679A / September 30, 2010  Accounting and Auditing Enforcement Release No. 3193A / September 30, 2010  SEC PREVAILS IN TRIAL AGAINST W. ANTHONY HUFF AND OTHERS IN A MULTI-MILLION FINANCIAL FRAUD INVOLVING A FORT LAUDERDALE, FLORIDA COMPANY   Securities and Exchange Commission v. W. Anthony Huff, et al.,  Civil Action No. 08-60315-CIV-ROSENBAUM (S.D. Fla.)  The Securities and Exchange Commission announced today that W. Anthony Huff was found liable for violations of the anti-fraud provisions of the federal securities laws stemming from a fraudulent scheme to hide his control over and subsequently loot a Fort Lauderdale professional employment company of millions of dollars.  A 122-page order from the Honorable Robin S. Rosenbaum, United States Magistrate Judge for the Southern District of Florida, found Huff liable for violating Sections 10(b) and 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934 and Section 17(a) of the Securities Act of 1933, and aiding and abetting other violations of the federal securities laws in connection with his involvement with Certified Services, Inc., formerly located in Fort Lauderdale. The Magistrate ordered Huff to pay disgorgement of more than $10 million, representing illegally obtained monies, prejudgment interest of approximately $3 million, and a civil penalty of $600,000. The opinion followed a seven-day bench trial in February.  According to the Court's findings, Huff engaged in a scheme to overstate Certified's financial condition in public filings with the SEC from the third-quarter of 2002 through the third-quarter of 2004. The opinion found Huff and others accomplished this scheme by, among other things, recording $47 million in bogus letters of credits on Certified's books and records. The Court further found Certified's public filings were materially false and misleading because they omitted Huff's criminal background and undisclosed control over Certified.  The Court found that at the same time Huff was misstating Certified's financial condition, he and associates engaged in a series of transactions so "Huff and his friends could enjoy the high life." Huff acted egregiously to "avoid disclosing his negative history and to obscure his involvement with" Certified to loot the company, the opinion stated. "The scheme went on for more than two years, and he was able to obtain more than $10 million for himself and his family through his wrongdoing."  The Court enjoined Huff from further violating certain provisions of the federal securities laws and rules and barred him from serving as an officer or director of any publicly traded company. In addition to the disgorgement and penalty order against Huff, the Court ordered Relief Defendant Sheri Huff to disgorge $3.8 million and Relief Defendant Midwest Merger Management, LLC to disgorge more than $10 million, representing illegally obtained monies and held Huff jointly and severally liable with Sheri Huff and Midwest.  For more information on earlier actions in this case, see  LR-20481  (March 6, 2008),  LR-20612  (June 10, 2008) and  LR-21047  (May 19, 2009). 								
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+UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63030 / October 4, 2010 
+INVESTMENT ADVISERS ACT OF 1940 
+Release No. 3096 / October 4, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3194 / October 4, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14084 
+In the Matter of 
+Altschuler, Melvoin and Glasser LLP, and  
+G. Victor Johnson, II, CPA,  
+Respondents. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE AND CEASE-AND-
+DESIST PROCEEDINGS PURSUANT TO 
+SECTION 4C OF THE SECURITIES 
+EXCHANGE ACT OF 1934, SECTION 
+203(k) OF THE INVESTMENT 
+ADVISERS ACT OF 1940 AND RULE 
+102(e) OF THE COMMISSION’S RULES 
+OF PRACTICE, MAKING FINDINGS, 
+AND IMPOSING REMEDIAL 
+SANCTIONS AND A CEASE-AND-
+DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative and cease-and-desist proceedings be, and hereby are, instituted against Altschuler, 
+Melvoin and Glasser LLP and  G. Victor Johnson, II, CPA (the “Respondents”) pursuant to 
+Section 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), Section 4C
+1 of the 
+1 Section 4C provides that: 
+The Commission may censure any person, or deny, temporarily or permanently, to any person the privilege 
+of appearing or practicing before the Commission in any way, if that person is found . . . “(1) not to possess the 
+requisite qualifications to represent others (2) to be lacking in character or integrity, or to have engaged in unethical 
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+Securities Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(ii) of the Commission’s 
+Rules of Practice.2 
+II. 
+In anticipation of the institution of these proceedings, the Respondents have each submitted 
+an Offer of Settlement (the “Offers”), which the Commission has determined to accept.  Solely for 
+the purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over the Respondents and the subject matter of 
+these proceedings, which are admitted, Respondents consent to the entry of this Order Instituting 
+Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 4C of the Securities 
+Exchange Act of 1934, Section 203(k) of the Investment Advisers Act of 1940 and Rule 102(e) of 
+the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a 
+Cease-and-Desist Order (“Order”), as set forth below. 
+III. 
+On the basis of this Order and the Respondents’ Offers, the Commission finds3 that: 
+A. SUMMARY 
+This matter concerns the roles of audit firm Altschuler, Melvoin and Glasser LLP 
+(“Altschuler”) and engagement partner George Victor Johnson, II (“Johnson”) in violations of 
+Section 206(4) of the Advisers Act and Rule 206(4)-2 (the “Custody Rule”) under the Advisers 
+Act by Sentinel Management Group, Inc. (“Sentinel”), a registered investment adviser.  At the 
+relevant time, 2002 through 2006, Sentinel was required by the Custody Rule to have an 
+independent public accountant verify all client funds and securities by surprise examination at 
+least once each calendar year.  Altschuler was the independent public accounting firm that 
+Sentinel retained to perform its surprise examinations from 2002 through 2006, and Johnson was 
+the engagement partner at Altschuler overseeing the Sentinel surprise examinations for every 
+year except 2004.4   The Respondents negligently failed to conduct the examinations in 
+accordance with the professional standards applicable to examinations under Advisers Act Rule 
+206(4)-2, thereby causing Sentinel’s violations of the Custody Rule and Section 206(4) of the 
+or improper professional conduct; or (3) to have willfully violated, or willfully aided and abetted the violation of, 
+any provision of the securities laws or the rules and regulations thereunder.” 
+2 Rule 102(e)(1)(ii) provides, in relevant part, that: 
+The Commission may censure or deny, temporarily or permanently, the privilege of appearing or practicing 
+before it … to any person … who is found … to have engaged in improper professional conduct. 
+3 The findings herein are made pursuant to the Respondents' Offers of Settlement and are not binding on any other 
+person or entity in this or in any other proceeding. 
+4 Johnson did not act as the engagement partner for 2004 because Johnson and Altschuler, without admitting or 
+denying its findings, consented in June 2005, to the entry of an order, which required Johnson to refrain from 
+serving as an engagement partner in any audit of any CFTC registrant for six months. See In the Matter of G. Victor 
+Johnson and Altschuler, Melvoin and Glasser, LLP, CFTC Docket No. 04-29 (June 13, 2005). 
+2
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+Advisers Act. The conduct related to the exam s also constituted improper professional conduct 
+pursuant to Section 4C(b)(2) of the Exchange Act and Rule 102(e)(1)(ii) of the Commission’s 
+Rules of Practice. 
+B. RESPONDENTS 
+Altschuler, Melvoin and Glasser LLP is an Illinois limited liability partnership that 
+maintained its principal place of business in Chicago, Illinois.  Altschuler performed annual 
+Advisers Act surprise examinations for Sentinel, a registered investment adviser, for the years 
+2002 through 2006 and also served as Sentinel’s independent auditor from 2002 through 2005.  
+On November 1, 2006, Altschuler sold most of its assets to another public accounting firm and is 
+now in liquidation.  Altschuler is, however, contractually required to complete any pending 
+engagements, sign-off on report reissuance and consents, and defend malpractice claims. 
+George Victor Johnson, II, CPA age 69, of Arlington Heights, Illinois is a certified 
+public accountant licensed in Illinois and currently a director of a public accounting firm.  
+Johnson served as the engagement partner for the 2002, 2003, 2005 and 2006 Advisers Act 
+surprise examinations of Sentinel and the 2002 through 2005 financial statement audits of 
+Sentinel on behalf of Altschuler. 
+C. OTHER RELEVANT ENTITY 
+Sentinel Management Group, Inc. (SEC File No. 801-15642) is an Illinois corporation 
+based in Northbrook, Illinois, that has been registered with the Commission as an investment 
+adviser since 1980.  Sentinel is registered with the Commodity Futures Trading Commission as a 
+futures commission merchant.  On August 17, 2007, Sentinel filed for Chapter 11 bankruptcy.  At 
+the time of Sentinel’s bankruptcy, Sentinel managed approximately 180 accounts for around 70 
+clients and had approximately $1.4 billion in assets under management.   
+D. FACTS 
+1. The Commission’s Action Against Sentinel 
+a. Prior to its bankruptcy on August 17, 2007, Sentinel primarily managed 
+investments of short-term cash for advisory clients, including futures commission merchants, 
+hedge funds, financial institutions, pension funds, and individuals.   Sentinel purported to invest all 
+of its clients’ assets in pooled investment vehicles (the “Securities Pools”) 
+5 and to hold the 
+underlying securities in three segregated accounts at a qualified custodian bank (the “Custodian”).    
+b. Sentinel obtained a loan, for its own benefit, from the Custodian and 
+established a collateral account at the Custodian to maintain securities pledged as collateral for this 
+loan. During the relevant period, the loan from the Custodian to Sentinel was similar to a line of 
+credit in that it fluctuated on a daily basis.  The outstanding balance of the loan grew significantly 
+from when Altschuler first began performing Advisers Act surprise examinations for Sentinel to 
+the days leading up to Sentinel’s bankruptcy.  For example, the loan balance was approximately 
+5 Advisory clients owned pro-rata, undivided interests in the Securities Pools. 
+3
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+$20 million at December 31, 2002, approximately $120 million at December 31, 2004, and 
+approximately $230 million at December 31, 2006.  On August 20, 2007, the Commission filed an 
+emergency enforcement action against Sentinel in the United States District Court in Illinois 
+alleging multiple violations of the antifraud provisions of the Advisers Act.  According to the 
+Commission’s complaint against Sentinel, Sentinel misused Securities Pools’ securities to 
+collateralize the loan. When Sentinel collapsed in August 2007, the Custodian claimed ownership 
+of several hundred million dollars in Securities Pool securities that had been improperly held in 
+Sentinel’s account to collateralize the loan made by the Custodian to Sentinel for the benefit of 
+Sentinel. On December 17, 2008, the court entered a judgment by consent against Sentinel 
+permanently enjoining it from violating the antifraud provisions of the federal securities laws. 
+2. 	 Altschuler’s and Johnson’s Unreasonable Advisers Act Surprise Examinations 
+Caused Sentinel’s Violations of the Custody Rule 
+a. Section 206(4) of the Advisers Act prohibits investment advisers from 
+engaging in “any act, practice, or course of business which is fraudulent, deceptive, or 
+manipulative,” as defined by the Commission by rule.  During the relevant period, Rule 206(4)-2 
+stated in pertinent part that it constitutes a fraudulent, deceptive, or manipulative act, practice or 
+course of business within the meaning of Section 206(4) of the Advisers Act for any registered 
+investment adviser to have custody of client funds or securities unless a qualified custodian or the 
+adviser sends a quarterly account statement to each of the clients for which it maintains funds or 
+securities, or to each beneficial owner of a pooled investment vehicle, identifying the amount of 
+funds and of each security in the account at the end of the period and setting forth all transactions 
+in the account during the period.6  If the adviser sends the quarterly account statements itself, 
+which Sentinel did, an independent public accountant generally must verify all of the funds and 
+securities by actual examination at least once during each calendar year on a date chosen by the 
+accountant without prior notice to the investment adviser (a “surprise examination”). 7 
+b. The Commission provided guidance for accountants conducting surprise 
+examinations in Accounting Series Release No. 1038 which indicates, among other things, that the 
+accountant should express an opinion as to whether the investment adviser was in compliance with 
+Rule 206(4)-2(a)(1) as of the examination date. Rule 206(4)-2(a)(1) requires, among other things, 
+client assets of which the adviser has custody to be maintained by a qualified custodian (i) in a 
+separate account for each client under that client’s name or (ii) in accounts that contain only [the 
+adviser’s] clients’ funds and securities, under [the adviser’s] name as agent or trustee for the 
+clients. 
+6 Prior to the effectiveness of the 2003 amendments to Rule 206(4)-2, Rule 206(4)-2 was not materially different 
+with regard to those parts of the rule relevant to the violations at issue in this matter. 
+7 Rule 206(4)-2(b)(3) provided an exception from the surprise examination requirement for a pooled investment 
+vehicle if certain criteria were met, including, among other things, a financial-statement audit of the pool.  This 
+provision, however, is not relevant here because the Securities Pools were not audited. 
+8 Statement of the Commission describing nature of examination required to be made of all funds and securities held 
+by an investment adviser and the content of related accountant's certificate, Accounting Series Release No. 103, 
+Investment Advisers Act Release No. 201 (May 26, 1966) (“ASR No. 103”). 
+4
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+c. During the relevant period, Sentinel was required to undergo surprise 
+examinations by an independent public accountant. 9  To conduct an appropriate examination under 
+Rule 206(4)-2, an accountant should have, among other things:10 
+•	 Confirmed all Securities Pool securities held by the Custodian. 
+•	 Reconciled all securities between the Custodian’s records and the adviser’s 
+records of the client accounts. 
+•	 Conducted the examination by “surprise.” 
+•	 Completed the surprise examination in accordance with U.S. Generally 
+Accepted Auditing or Attestation Standards as established by the American 
+Institute of Certified Public Accountants (“AICPA Attest 
+Standards”)(emphasis added). 
+d. Rule 206(4)-2 also states that the accountant is to transmit to the 
+Commission, within 30 days after the completion of the examination, a certificate, attached to a 
+Form ADV-E, stating that an examination of such funds and securities has been made, and 
+describing the nature and extent of the examination.  
+e. The AICPA also provided guidance concerning the examination and 
+reporting requirements of Rule 206(4)-2 in the AICPA Audit and Accounting Guide: Audits of 
+Investment Companies (“AICPA Guide”). The AICPA Guide contained an illustrative attestation 
+report for independent public accountants for surprise examinations performed pursuant to Rule 
+206(4)-2.11  According to the AICPA Guide, the attestation report should, if applicable, include 
+specific references to the following procedures performed by the independent accountant in 
+connection with the surprise examination: (1) confirmation of all cash and securities held by a third 
+party, such as a custodian bank or broker, in the name of the investment adviser as agent or trustee 
+for clients; and (2) reconciliation of all such cash and securities to books and records of client 
+accounts maintained by the investment adviser.  These procedures were applicable to the Sentinel 
+surprise examinations. Additionally, the illustrative attestation report contained an opinion on 
+management’s assertion regarding compliance with, among other things, Rule 206(4)-2(a)(1) based 
+on the aforementioned procedures.  
+9 Prior to Nov. 5, 2003, the Custody Rule required all registered advisers to have surprise examinations. See 
+Advisers Act Release No. 2176 (Sept. 25, 2003) (amending the rule).  Thus, Sentinel was required to have the 
+Securities Pools’ assets verified by surprise examination under the Custody Rule, as it existed prior to Nov. 5, 2003. 
+It also was required to have surprise examinations after the rule’s amendment in 2003 because it, not its custodian, 
+sent account statements to the investors in the Securities Pools. See Rule 206(4)-2(a)(3)(iii) (the account statements 
+required to be sent under Paragraph (a)(3)(ii) of the Rule must be sent to each beneficial owner of a pooled 
+investment vehicle). The Commission amended Rule 206(4)-2 in December 2009 to require registered investment 
+advisers with custody of client assets to have surprise examinations annually, subject to certain exceptions, as well 
+as require that qualified custodians holding those assets send out account statements.  See Advisers Act Release No. 
+2968 (Dec. 30, 2009).  Unless otherwise noted, references to the Rule refer to its provisions as it existed prior to its 
+most recent amendment. 
+10 See Rule 206(4)-2; ASR No. 103 and Advisers Act Release No. 2176 (Sept. 25, 2003). 
+11 See, e.g., paragraph 11.12 of the AICPA Audit and Accounting Guide, Audits of Investment Companies, with 
+conforming changes as of May 1, 2002. 
+5
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+ 
+f. While conducting these examinations, Altschuler and Johnson negligently 
+failed to meet the AICPA attestation standard requiring “due professional care.”  See AT 101A.39 
+(AICPA 2002).  For example, Johnson knew in 2002 of Sentinel’s loan from the Custodian.  He 
+also was informed that Sentinel regularly transferred securities, originally purchased for the 
+Securities Pools, from segregated accounts held at the Custodian to Sentinel’s collateral account at 
+the Custodian.  In addition, Altschuler and Johnson obtained documents from the Custodian 
+during each of the surprise examinations (e.g., collateral account statement confirmations from the 
+Custodian) that reflected securities purportedly owned by the Securities Pools were held in 
+Sentinel’s collateral account at the Custodian, which Johnson knew or should have known also 
+contained Sentinel owned securities.  Although the collateral account statements they received 
+from the Custodian were in Sentinel’s name and the securities in the account were not marked for 
+the benefit of the Securities Pools, Altschuler and Johnson included the securities in this account in 
+their reconciliations of the Custodian’s records to the Adviser’s records. Altschuler and Johnson 
+should have recognized that Sentinel was holding some securities purportedly owned by the 
+Securities Pools in a Sentinel account at the Custodian and that such practice did not comply with 
+Rule 206(4)-2(a)(1).  Moreover, certain securities were shown in Sentinel’s records as being held 
+in the Securities Pools’ segregated accounts, whereas such securities were shown in the 
+Custodian’s records as being held only in Sentinel’s collateral account.  The examination work 
+papers further reveal that Altschuler and Johnson obtained certain schedules (including account 
+statements of investors in the Securities Pools) that showed Sentinel was using as collateral for its 
+loan certain Securities Pools’ securities which were maintained in Sentinel’s collateral account, 
+commingled with Sentinel’s own assets. 
+g. Nonetheless, based primarily on oral statements from Sentinel’s 
+management, Altschuler and Johnson had reached the conclusion that Sentinel owned the securities 
+used to collateralize the loan, contrary to certain documentary evidence in the examination work 
+papers and elsewhere, and therefore they failed to follow up adequately on the inconsistencies or to 
+design procedures to discover whether the Securities Pools’ securities were being commingled.  
+h. In addition, from 2002-2006, Johnson (for every year other than 2004) and 
+Altschuler issued unqualified attestation opinions that stated that Sentinel’s assertions regarding its 
+compliance with Rule 206(4)-2(a)(1) for the examination periods were fairly stated in all material 
+respects. However, as a result of procedures performed and evidence obtained, Altschuler and 
+Johnson should have known that Sentinel was not complying with Rule 206(4)-2(a)(1) because 
+Sentinel was commingling the Securities Pools’ securities in its collateral account.  Therefore, 
+Altschuler and/or Johnson should not have issued unqualified attestation opinions.   
+i. In addition, contrary to the Custody Rule, Altschuler and Johnson failed to 
+conduct all of their examinations of Sentinel by surprise either by providing prior notice of the 
+examination or in one instance allowing Sentinel to choose the date of the exam. 
+j. Finally, Johnson also failed to provide sufficient supervision to the 
+Altschuler staff members that were tasked to complete the surprise examinations.  Johnson billed 
+only 1.5 hours a year on the examinations and during that time provided little apparent guidance to 
+the staff members carrying out the examinations.  Such inadequate guidance and poor supervision 
+fall short of the requirement of the AICPA Attestation Standards’ first standard of field work that 
+“assistants, if any, shall be properly supervised.” See AT 101A.42 (AICPA 2002). 
+6
+ 
+ 
+  
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+ 
+3. 	 Altschuler and Johnson Engaged in Improper Professional Conduct 
+a. During the examinations of Sentinel from 2002 through 2006, the 
+Respondents engaged in improper professional conduct.   
+b. During each examination conducted, the Respondents (1) failed to 
+recognize that certain custodial-client securities (i.e., some of those of the Securities Pools) were 
+held in accounts that did not comply with subparagraph (a)(1) of Rule 206(4)-2 because such 
+securities were in Sentinel’s collateral account which was not marked as for the benefit of the 
+custodial clients (i.e., the Securities Pools); (2) failed to properly reconcile Sentinel’s Securities 
+Pool accounts to the account statements received directly from the Custodian; (3) inaccurately 
+stated in their opinions that Sentinel complied with subparagraph (a)(1) of Rule 206(4)-2; (4) failed 
+to conduct all of their examinations on a surprise basis; and (5) failed to file the examination report 
+within 30 days of completing the examinations.  The Respondents also failed to appreciate that 
+heightened scrutiny was warranted in connection with their examinations of Sentinel because of 
+the growing size of Sentinel’s loan from the Custodian, which resulted in Sentinel transferring 
+securities from the Securities Pools’ segregated accounts to its collateral account to collateralize its 
+loan. 
+c. The Respondents failed to conduct the examinations in accordance with the 
+AICPA Attestation Standards, which are the professional standards applicable to the examinations 
+performed under Advisers Act Rule 206(4)-2. 
+d. Section 4C of the Exchange Act and Rule 102(e)(1)(ii) provide that the 
+Commission may censure or temporarily or permanently deny an accountant the privilege of 
+appearing or practicing before it if it finds, after notice and opportunity for hearing, that the 
+accountant engaged in “improper professional conduct.”  In relevant part, Section 4C(b) and Rule 
+102(e)(1)(iv) define ‘improper professional conduct’ to include either of the following two types of 
+negligent conduct:  
+(1) A single instance of highly unreasonable conduct that results in a violation of 
+applicable professional standards in circumstances in which an accountant, or a 
+person associated with a registered public accounting firm, knows, or should know, 
+that heightened scrutiny is warranted, or  
+(2) Repeated instances of unreasonable conduct, each resulting in a violation of 
+applicable professional standards, that indicate a lack of competence to practice 
+before the Commission. 
+4. 	 FINDINGS 
+a. Based on the foregoing, the Commission finds that Altschuler and Johnson 
+caused Sentinel’s violations of Section 206(4) of the Advisers Act and Rule 206(4)-2 thereunder. 
+b. Based on the foregoing, the Commission finds that Altschuler and Johnson 
+engaged in improper professional conduct pursuant to Section 4C(b)(2) of the Exchange Act and 
+Rule 102(e)(1)(ii) of the Commission’s Rules of Practice. 
+7
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+ 
+ 
+ 
+ 
+        
+   
+ 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in the Respondents’ Offers. 
+Accordingly, Pursuant to Sections 203(k) of the Investment Advisers Act of 1940 
+(“Advisers Act”), and 4C of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 
+102(e)(1)(ii) of the Commission’s Rules of Practice,  it is hereby ORDERED, effective 
+immediately, that:  
+A. 	 Altschuler and Johnson shall cease and desist from causing any violations and any 
+future violations of Section 206(4) of the Advisers Act and Rule 206(4)-2 
+thereunder. 
+B. 	 Altschuler is censured. 
+C. 	 Johnson is denied the privilege of appearing or practicing before the Commission as 
+an accountant. 
+D. 	 Altschuler shall within 7 days of the entry of this Order, pay disgorgement of 
+$18,700.00 in fees collected during the 2002 through 2006 Advisers Act 
+examinations and prejudgment interest of $5,476.00 to the Securities and Exchange 
+Commission. If timely payment is not made, additional interest shall accrue 
+pursuant to SEC Rule of Practice 600.  Payment shall be: (A) made by United 
+States postal money order, certified check, bank cashier's check or bank money 
+order; (B) made payable to the Securities and Exchange Commission; (C) hand-
+delivered or mailed to the Office of Financial Management, Securities and 
+Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, 
+Alexandria, VA 22312; and (D) submitted under cover letter that identifies 
+Altschuler as a Respondent in these proceedings, the file number of these 
+proceedings, a copy of which cover letter and money order or check shall be sent to 
+John Dugan, Division of Enforcement, Securities and Exchange Commission, 
+Boston Regional Office, 33 Arch Street, Boston, MA, 02110. 
+ By the Commission.
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
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+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Public 
+Administrative and Cease-and-Desist Proceedings Pursuant to Section 4C of the Securities 
+Exchange Act of 1934, Section 203(k) of the Investment Advisers Act of 1940 and Rule 102(e) of 
+the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a 
+Cease-and-Desist Order ("Order"), on the Respondents. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Kevin B. Currid, Esq.  
+Boston Regional Office 
+Securities and Exchange Commission 
+33 Arch Street, 23
+rd Floor 
+Boston, MA 02110 
+Altschuler, Melvoin and Glasser LLP 
+c/o R. Daniel O’Connor, Esq. 
+Ropes & Gray LLP 
+One International Place 
+Boston, MA 02110-2624 
+R. Daniel O’Connor, Esq. 
+Ropes & Gray LLP 
+One International Place 
+Boston, MA 02110-2624 
+(Counsel for Altschuler, Melvoin and Glasser LLP) 
+G. Victor Johnson, II, CPA 
+c/o Philip S. Khinda, Esq. 
+Steptoe & Johnson LLP 
+1330 Connecticut Avenue, NW 
+Washington, DC  20036 
+Philip S. Khinda, Esq. 
+Steptoe & Johnson LLP 
+1330 Connecticut Avenue, NW 
+Washington, DC  20036 
+9
+ 
+ 
+             
+ 
+(Counsel for G. Victor Johnson, II, CPA) 
+10 
\ No newline at end of file
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+                                                 
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+UNITED STATES OF AMERICA  
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No. 63061 / October 7, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No. 3196 / October 7, 2010 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-12502 
+: ORDER GRANTING APPLICATION FOR 
+In the Matter of : 
+: 
+REINSTATEMENT TO APPEAR AND PRACTICE 
+BEFORE THE COMMISSION AS AN ACCOUNTANT 
+Michael S. Joseph, CPA : 
+: 
+RESPONSIBLE FOR THE PREPARATION OR 
+REVIEW OF FINANCIAL STATEMENTS REQUIRED 
+: TO BE FILED WITH THE COMMISSION 
+On December 11, 2006, Michael S. Joseph, CPA (“Joseph”) was denied the privilege of 
+appearing or practicing as an accountant before the Commission as a result of settled public 
+administrative proceedings instituted by the Commission against Joseph pursuant to Rule 
+102(e)(1)(ii) of the Commission's Rules of Practice.
+1  This order is issued in response to Joseph’s 
+application for reinstatement to appear and practice before the Commission as an accountant 
+responsible for the preparation or review of financial statements required to be filed with the 
+Commission. 
+The Commission found that in 2001 Joseph violated certain of the antifraud, reporting, 
+and recordkeeping provisions of the federal securities laws, as well as auditor independence 
+standards, while he was a partner in the national office of Ernst & Young LLP (E&Y”).  
+Specifically, Joseph helped develop and market an accounting product for one E&Y client, 
+American International Group, Inc. and then worked with an E&Y audit team to advise an E&Y 
+audit client, PNC Financial Services Group, Inc. (“PNC”), on the accounting treatment for a 
+version of that product. As a result of his a dvice, PNC improperly excluded certain assets from 
+its consolidated financial statements.  The improper accounting was included in several Forms 
+10-Q and certain registration statements for PNC securities.   
+In his capacity as a preparer or reviewer, or as a person responsible for the preparation or 
+review, of financial statements of a public company to be filed with the Commission, Joseph 
+1 See Accounting and Auditing Enforcement Release No. 2523 dated December 11, 2006.  Joseph was permitted, 
+pursuant to the order, to apply for reinstatement after three years upon making certain showings. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+                                                 
+ 
+ 
+ 
+    
+    
+ 
+attests that he will undertake to have his work reviewed by the independent audit committee of 
+any company for which he works, or in some other manner acceptable to the Commission, while 
+practicing before the Commission in this capacity. Joseph is not, at this time, seeking to appear 
+or practice before the Commission as an independent accountant.  If he should wish to resume 
+appearing and practicing before the Commission as an independent accountant, he will be 
+required to submit an application to the Commission showing that he has complied and will 
+comply with the terms of the original suspension order in this regard. Therefore, Joseph’s 
+suspension from practice before the Commission as an independent accountant continues in 
+effect until the Commission determines that a sufficient showing has been made in this regard in 
+accordance with the terms of the original suspension order. 
+Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 
+reinstatement, and provides that the Commission may reinstate the privilege to appear and 
+practice before the Commission “for good cause shown.”
+2  This “good cause” determination is 
+necessarily highly fact specific. 
+On the basis of information supplied, representations made, and undertakings agreed to 
+by Joseph, it appears that he has complied with the terms of the December 11, 2006 order 
+denying him the privilege of appearing or practicing before the Commission as an accountant, 
+that no information has come to the attention of the Commission relating to his character, 
+integrity, professional conduct or qualifications to practice before the Commission that would be 
+a basis for adverse action against him pursuant to Rule 102(e) of the Commission's Rules of 
+Practice, and that Joseph, by undertaking to have his work reviewed by the independent audit 
+committee of any company for which he works, or in some other manner acceptable to the 
+Commission, in his practice before the Commission as a preparer or reviewer of financial 
+statements required to be filed with the Commission, has shown good cause for reinstatement.  
+Therefore, it is accordingly, 
+ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that 
+Michael S. Joseph, CPA is hereby reinstated to appear and practice before the Commission as an 
+accountant responsible for the preparation or review of financial statements required to be filed 
+with the Commission. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+2 Rule 102(e)(5)(i) provides: 
+“An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
+of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 
+hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 
+by the Commission for good cause shown.” 17 C.F.R. § 201.102(e)(5)(i). 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+SERVICE LIST
+ 
+Michael S. Joseph 
+16708 Flying Jib Rd. 
+Cornelius, NC 28031 
+(704) 896-8654 
+3
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3197.txt b/raw/aaer/2010/AAER-3197.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f246187d1fa0fa12fac6a22fc9bfc4e08600188d
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+++ b/raw/aaer/2010/AAER-3197.txt
@@ -0,0 +1,1370 @@
+
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+ 
+ 
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+ 
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+     
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+     SEC.gov | LocatePlus Holdings Corporation 
+     
+     
+     
+     
+     
+     
+     
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+              LocatePlus Holdings Corporation
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21692 / October 14, 2010  Accounting and Auditing Enforcement Release No. 3197 / October 14, 2010   Securities and Exchange Commission v. LocatePlus Holdings Corporation , 10-CV-11751 (D. Mass. October 14, 2010)  SEC FILES SECURITIES FRAUD CHARGES AGAINST MASSACHUSETTS-BASED INFORMATION TECHNOLOGY COMPANY  The Securities and Exchange Commission filed a civil enforcement action today in federal district court in Massachusetts alleging that Beverly, Massachusetts-based LocatePlus Holdings Corporation ("LocatePlus") violated the anti-fraud and the books and records provisions of the federal securities laws. LocatePlus sells on-line access to public record databases for investigative searches. Locate Plus' stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act and is currently quoted in the Pink Sheets, operated by Pink OTC Markets, Inc.  The Commission's Complaint alleges that from 2005 through 2007, LocatePlus engaged in securities fraud by misleading investors about its funding and revenue, in violation of, among other provisions, Section 17(a) of the Securities Act of 1933, and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. During that time period, LocatePlus's then-CEO and CFO abused their positions to fraudulently inflate the company's publicly-reported revenue for fiscal years 2005 and 2006 by creating a fictitious customer called "Omni Data." LocatePlus then improperly recognized millions of dollars in payments from Omni Data as revenue. As the Complaint alleges, Omni Data was actually funded by approximately $2 million in cash routed from entities secretly controlled by the former LocatePlus CEO and CFO.  The Complaint further alleges that, to date, LocatePlus has not made public disclosure of the fraud or disclosed the fictitious nature of the previously-reported Omni Data revenue in any SEC filing, restatement or other public document.  In its Complaint against LocatePlus, the Commission is seeking an injunction prohibiting future violations of the federal securities laws, disgorgement plus prejudgment interest, and civil monetary penalties.  The Commission's investigation is continuing.  The Commission acknowledges the assistance of Secretary of the Commonwealth of Massachusetts William F. Galvin and the Massachusetts Securities Division in its investigation. 								
+								 
+									             See Also:        SEC Complaint                   							  
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diff --git a/raw/aaer/2010/AAER-3198.txt b/raw/aaer/2010/AAER-3198.txt
new file mode 100644
index 0000000000000000000000000000000000000000..914d529be251cae6d734d16d41132d062126550a
--- /dev/null
+++ b/raw/aaer/2010/AAER-3198.txt
@@ -0,0 +1,397 @@
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63152/October 21, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3198/October 21, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14094 
+ 
+ 
+ 
+In the Matter of 
+ 
+      OFFICE DEPOT, INC.,  
+ 
+Respondent. 
+ 
+ORDER INSTITUTING CEASE-AND-
+DESIST PROCEEDINGS PURSUANT TO 
+SECTION 21C OF THE SECURITIES 
+EXCHANGE ACT OF 1934, MAKING 
+FINDINGS, AND IMPOSING A CEASE-
+AND-DESIST ORDER 
+ 
+  
+I. 
+  
+The Securities and Exchange Commission (“Commission”) deems it appropriate that 
+cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
+Securities Exchange Act of 1934 (“Exchange Act”), against Office Depot, Inc. (“Respondent”).
+1    
+ 
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (“Offer”) which the Commission has determined to accept.  Solely for the purpose 
+of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
+which the Commission is a party, and without admitting or denying the findings herein, except as 
+to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
+admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist 
+Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, 
+and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   
+                                                
+ 
+1 In addition, the Commission has contemporaneously filed a complaint in the United States District Court for the 
+Southern District of Florida charging Office Depot with violating Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the 
+Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder, and Regulation FD, and seeking a civil penalty.  
+Without admitting or denying the Commission’s allegations, Office Depot has consented to the entry of a final 
+judgment by the Court that would require it to pay a civil penalty of $1,000,000.   
+   
+ 2
+III. 
+ 
+ On the basis of this Order and Re spondent’s Offer, the Commission finds2 that:   
+ 
+Summary 
+ 
+1. Office Depot violated Regulation FD in 2007 by selectively communicating to 
+analysts that it would not meet analysts’ quarterly earnings estimates for Office Depot.  After a 
+discussion between the company’s Chief Executive Officer (“CEO”) and then-Chief Financial 
+Officer (“CFO”), Office Depot conducted one-on-one calls with the analysts late in the second 
+quarter of 2007.  The company did not directly tell the analysts that it would not meet their 
+expectations; rather, this message was signaled through its references to recent public statements 
+of comparable companies about the impact of the slowing economy on their earnings, and 
+reminders of Office Depot’s prior cautionary public statements.  The analysts promptly lowered 
+their estimates for the period.  The CFO assisted in preparing the talking points for the calls.  The 
+CFO and the CEO were aware of the declining estimates while the company made the calls, and 
+they encouraged the calls to be completed.  The company also continued to make the calls 
+despite the CFO being notified of some analysts’ concerns of, among other things, the lack of 
+public disclosure.  Six days after the calls began, Office Depot filed a Form 8-K announcing to 
+the market, among other things, that its sales and earnings would be negatively impacted due to a 
+continued soft economy.  Prior to that Form 8-K, Office Depot’s share price had significantly 
+dropped on increased trading volume.   
+2. Unrelated to the conduct above, Office Depot overstated its net earnings in its 
+financial statements for the third quarter of 2006 through the second quarter of 2007 as a result 
+of accounting violations.  Office Depot prematurely recognized approximately $30 million in 
+funds received from vendors in exchange for the company’s merchandising and marketing 
+efforts instead of recognizing the funds over the relevant reporting periods in a manner consistent 
+with Generally Accepted Accounting Principles (“GAAP”).  In November 2007, the company 
+restated the above financials and announced a material weakness in its internal controls over 
+financial reporting, resulting from the failure of its personnel responsible for negotiating 
+agreements with vendors to communicate all of the relevant information to accounting personnel.  
+As a result of this conduct, Office Depot violated Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of 
+the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder.    
+ 
+Respondent 
+ 
+3. Office Depot
+, a Delaware corporation based in Boca Raton, Florida, is an office 
+products supplier.   Office Depot’s common stock is registered with the Commission pursuant to 
+Section 12(b) of the Exchange Act and is traded on the New York Stock Exchange. 
+                                                 
+2 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
+person or entity in this or any other proceeding. 
+ 
+   
+ 3
+Background 
+ 
+A. Regulation FD Violation 
+ 
+4. Office Depot, as a company policy, did not offer specific quarterly earnings 
+guidance during the relevant time period.  In late 2006 and early 2007, the CEO and the CFO 
+believed the significant earnings per share (“EPS”) growth the company achieved in 2005 and 
+early 2006 was not sustainable and set out to temper analysts’ expectations.  In February 2007, 
+during a publicly broadcasted earnings conference call, the CEO and the CFO described Office 
+Depot’s business model, which contemplated mid to upper teens EPS growth over the long-term.  
+On another public conference call in late April 2007, the company warned investors that its 
+largest business segments were facing a softening in demand that was continuing into the second 
+quarter.  Shortly following the analysts’ publication of EPS estimates for Office Depot in late 
+April (when most analysts lowered their estimates for Office Depot), the company reiterated at a 
+publicly available investor conference in early May that its business model contemplated only 
+mid to upper teens EPS growth over the long-term and that the company faced a softening 
+demand environment.    
+  
+5. On May 31, 2007, the CEO alerted Office Depot’s board of directors and the 
+executive committee that the company would not likely meet the analysts’ consensus $0.48 EPS 
+estimate for the second quarter and that senior management was discussing a strategy for 
+advance communication to avoid a complete surprise to the market.   
+ 
+6. Office Depot did not have written Regulat ion FD policies or procedures at the 
+time.  The company had also never conducted any formal Regulation FD training prior to June 
+2007, although its general counsel had occasionally distributed guidance and updates on 
+Regulation FD.   
+ 
+Office Depot’s Selective Disclosures to Analysts 
+ 
+7. In early June 2007, in response to the CEO’s May 31, 2007 notice to the board of 
+directors, the CFO instructed the director of investor relations and his immediate supervisor to 
+prepare a draft press release for her review previewing certain second quarter earnings 
+information should the company later determine to issue one.  By mid June 2007, certain of the 
+company’s preliminary internal estimates forecasted up to $0.44 EPS for the quarter.  The CFO 
+and CEO were uncomfortable with issuing a press release because the company’s internal 
+estimates were incomplete at this point.   
+ 
+8. On June 20, 2007, ten days prior to the cl ose of Office Depot’s second quarter for 
+2007, the CEO and the CFO, both of whom had investor relations experience, discussed how to 
+encourage analysts to revisit their analysis of the company.  The CEO, in an attempt to get 
+analysts to lower their estimates, proposed to the CFO that the company talk to the analysts and 
+refer them to recent earnings announcements by two comparable companies that had recently 
+publicly announced results which were impacted by the slowing economy.  The CEO further 
+   
+ 4
+suggested that Office Depot point out on the calls what the company had said to the market in 
+April and May 2007.  The CEO and the CFO jointly decided to adopt this approach.  The CEO 
+believed that if the analysts looked at Office Depot again in that light, they would come to the 
+point of view that their estimates were too high and likely would lower them.   
+ 
+9. The CFO, the director of investor relations, and the director’s immediate 
+supervisor drafted talking points, based in part on the CEO’s suggestions, for use as a guide for 
+the calls with analysts.  The CEO was not asked to review the talking points and did not do so.  
+The agreed upon talking points are set forth below. 
+ 
+¾ Haven’t spoken in a while, just want to touch base.  
+¾ At beg. of Qtr we’ve talked about a number of head winds that we were 
+facing this quarter including a softening economy, especially at small end. 
+¾ I think the earnings release we have seen from the likes of [Company A], 
+[Company B], and [Company C] have been interesting. 
+•  On a sequential basis, [Company A] and [Company B] domestic 
+comps were down substantially over prior quarters.  
+• [Company C] mentioned economic conditions as a reason for their 
+slowed growth.   
+¾ Some have pointed to better conditions in the second half of the year – 
+however who knows? 
+¾ Remind you that economic model contemplates stable economic 
+conditions – that is midteens growth 
+ 
+10. On Friday, June 22, 2007, and the follo wing Monday, June 25, 2007, the director 
+of investor relations spoke individually with all 18 analysts covering Office Depot and conveyed 
+to them the information contained in the talking points.  Office Depot did not regularly initiate 
+calls of this type to all 18 analysts covering the company.  Word of these calls quickly spread 
+among analysts, some of whom believed that Office Depot was “talking down” analysts’ 
+earnings estimates.   
+11. The CFO and the CEO were in communica tion with the director of investor 
+relations during and after the calls.  On Saturday, June 23, 2007, the CFO emailed the analysts’ 
+revised estimates to the CEO and advised that the director of investor relations had spoken to 
+most of the company’s analysts and that two had reduced their estimates.  The CEO responded 
+positively and encouraged the calls to continue so that additional analysts would lower their 
+estimates.  On Monday, June 25, 2007, the CFO asked the director of investor relations’ 
+immediate supervisor whether the director of investor relations had contacted a particular analyst 
+whose EPS estimate was the highest and had not yet been revised.  Also on Monday, the CEO 
+requested and received an update, which showed that the analysts’ consensus estimate was still 
+$0.46.  With the CFO’s knowledge, the CEO then commented to the director of investor relations 
+that they still needed conversations with a few more analysts. 
+   
+ 5
+12. Office Depot’s calls influenced many an alysts to revise and lower their second 
+quarter 2007 forecasts.  By the end of the second day of the calls, fifteen of the eighteen analysts 
+lowered their estimates, bringing the consensus estimate down from $0.48 to $0.45.   
+ 
+Analyst and Investor Reaction to Calls and Calls to Institutional Investors 
+ 
+13. During a call on Friday, June 22, 2007, one  analyst expressed concern to the 
+director of investor relations about the lack of a press release.  That same day, the director of 
+investor relations conveyed to the CFO this concern and that one other analyst was informing his 
+customers that he expected Office Depot’s earnings to be down based on his call.   
+ 
+14. On Monday, June 25, 2007, the director of investor relations notified the CFO that 
+another analyst told him that he was surprised at the lack of a press release and indicated that 
+several of his clients were also surprised.  Also, late Monday evening, the CFO instructed the 
+director of investor relations to call the company’s top twenty institutional investors and relay the 
+same talking points to them, which he did the following day. 
+ 
+Office Depot Files an 8-K 
+ 
+15. After the close of the market on Thursd ay, June 28, 2007, six days after the calls 
+to analysts began, Office Depot filed a Form 8-K publicly disclosing, among other things, that its 
+earnings would be “negatively impacted due to continued soft economic conditions.”   
+ 
+Market Reaction 
+ 
+16. Between Friday, June 22, 2007 (the day Office Depot began calling analysts) and 
+June 28, 2007 (the last market close before Office Depot filed its 8-K), the company’s stock 
+dropped 7.7%.  On the first day of the calls, Office Depot’s stock closed at $33.49 per share.  
+This was a decrease of 2.8% from the previous close, on trading volume of almost 7.5 million 
+shares, which was two and half times the average volume for the remainder of that week.  On the 
+second day of calls, the stock dropped another 3.5% to $32.32 per share on trading volume of 7 
+million shares. 
+ 
+B. Books, Records, and Internal Controls Violations 
+ 
+17. Office Depot often arranges with its vendors to receive funding for its various 
+marketing and promotional activities relating to the vendors’ products, such as advertising, store 
+displays, and product exclusivity.  For example, vendors frequently pay Office Depot to place 
+their products in prominent store locations.   
+ 
+18. Under GAAP, the funds from these ag reements are recognizable during the 
+reporting period in which Office Depot provides the marketing and promotional activities called 
+for in the agreements.  When the activities cover multiple reporting periods, the funds are to be 
+recognized over the relevant reporting periods in a manner consistent with GAAP. 
+   
+ 6
+ 
+19. Between the third quarter of 2006 and the second quarter of 2007, Office Depot 
+prematurely recognized funds from approximately 100 vendor agreements.  Many of the 
+transactions involved an email arrangement between Office Depot personnel and the vendors that 
+were separate from, but in addition to, the original documented agreement.  These supplemental 
+agreements often included terms that bound Office Depot to some kind of future performance 
+and thus, would have caused the recognition of these funds to be deferred into future periods.  
+The premature recognition of vendor funds inflated Office Depot’s operating profit from the 
+third quarter of 2006 through the second quarter of 2007 by a total of approximately $30 million.  
+Office Depot’s quarterly and annual financial statements during this period overstated net 
+earnings by 1.3% to 6.7%. 
+ 
+20. In November 2007, Office Depot announced  that it would be restating its 
+financial statements for the third quarter of 2006 through the second quarter of 2007 due to 
+material errors in the accounting recognition of vendor funds that should have been deferred into 
+later periods.  The company also announced having a material weakness in its internal controls 
+over financial reporting based on the failure to ensure that complete and accurate documentation 
+was provided to individuals responsible for the proper recognition of vendor funds. 
+ 
+21. The accounting errors leading to Office Depot’s restatements resulted from a 
+communication breakdown between the Office Depot personnel responsible for negotiating and 
+executing vendor agreements (internally referred to at Office Depot as “Merchants”) and the 
+personnel responsible for accounting for the funds.  During either the negotiation or execution of 
+vendor agreements, the Merchants often had email or other communications with the vendors 
+that modified the terms of existing agreements.  However, the Merchants often failed to provide 
+all of the documentation to the accounting department for consideration. 
+ 
+Violations 
+ 
+Violations of Regulation FD and Section 13(a) of the Exchange Act
+ 
+22. Regulation FD prohibits issuers or persons acting on their beha lf from disclosing 
+material nonpublic information to securities analysts, institutional investors, or other enumerated 
+persons without disclosing that information to the public.  See generally Regulation FD, Rule 
+100; Final Rule: Selective Disclosure and Insider Trading, Exchange Act Rel. No. 43154, 65 
+Fed. Reg. 51,716 (Aug. 15, 2000) (“Adopting Release”).  Where a selective disclosure of 
+material nonpublic information is “intentional,” issuers must make a public disclosure 
+simultaneously with the selective disclosure.  Regulation FD, Rule 100(a)(1).  Intentional means 
+“when the person making the disclosure either knows, or is reckless in not knowing, that the 
+information he or she is communicating is both material and nonpublic.”  Regulation FD, Rule 
+101(a).  Where the selective disclosure is “non-intentional,” Regulation FD requires issuers to 
+make a public disclosure of the information promptly after a senior official of the issuer learns of 
+the non-intentional disclosure.  Rules 100(a)(2) & 101(d).  Regulation FD defines “promptly” to 
+   
+ 7
+mean “as soon as reasonably practicable (but in no event after the later of 24 hours or the 
+commencement of the next day’s trading on the New York Stock Exchange).”  Rule 101(d).   
+23. An issuer’s failure to make a required  public disclosure pursuant to Regulation 
+FD constitutes a violation of both Regulation FD and Section 13(a) of the Exchange Act.  See 
+Adopting Release, 65 Fed. Reg. at 51,726.   
+24. The Commission adopted Regulation FD out of concern that issuers were 
+“disclosing important nonpublic information, such as advance warnings of earnings results, to 
+securities analysts or selected institutional investors or both, before making full disclosure of the 
+same information to the general public.”  Id. at 51,716.  The Commission explained in the 
+Adopting Release:  
+When an issuer official engages in a private discussion with an analyst 
+who is seeking guidance about earnings estimates, he or she takes on a 
+high degree of risk under Regulation FD.  If the issuer official 
+communicates selectively to the analyst nonpublic information that the 
+company’s anticipated earnings will be higher than, lower than, or even 
+the same as what analysts have been forecasting, the issuer likely will 
+have violated Regulation FD.  This is true whether the information about 
+earnings is communicated expressly or through indirect “guidance,” the 
+meaning of which is apparent though implied.  
+Id. at 51,721.   
+25. Furthermore, the Division of Corporation Finance has stated in its interpretations 
+of Regulation FD that “a confirmation of expected quarterly earnings made near the end of a 
+quarter might convey information about how the issuer actually performed.  In that respect, the 
+inference a reasonable investor may draw from such a confirmation may differ significantly from 
+the inference he or she may have drawn from the original forecast early in the quarter.”  Division 
+of Corporation Finance: Manual of Publicly Available Telephone Interpretations, Regulation FD, 
+Item 1 (4th supp., May 2001) (“Telephone Interpretations”).  (On August 14, 2009, the 
+Telephone Interpretations regarding Regulation FD were migrated over to the Compliance & 
+Disclosure Interpretation format.) 
+ 
+26. As a result of the conduct described above, Office Depot violated Regulation FD 
+and Section 13(a) of the Exchange Act.  
+ 
+ Violations of the Books and Records and Internal Controls Provisions 
+27. Also as a result of the conduct descri bed above, Office Depot violated Section 
+13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder, which require every 
+issuer of a security registered pursuant to Section 12 of the Exchange Act file with the 
+Commission information, documents, and annual and quarterly reports as the Commission may 
+   
+ 8
+require, and mandate that periodic reports contain such further material information as may be 
+necessary to make the required statements not misleading.  
+ 28. Because Office Depot improperly recogni zed funds from its vendor agreements, 
+its books, records and accounts did not, in reasonable detail, accurately and fairly reflect its 
+transactions and dispositions of assets. 
+ 29. In addition, Office Depot failed to imple ment internal accounting controls relating 
+to its vendor agreements which were sufficient to provide reasonable assurances that its accounts 
+were accurately stated in accordance with GAAP.       
+ 30. As a result of the conduct describe d above, Office Depot violated Section 
+13(b)(2)(A) of the Exchange Act, which requires reporting companies to make and keep books, 
+records, and accounts which, in reasonable detail, accurately and fairly reflect their transactions 
+and dispositions of their assets.  
+ 31. Lastly, as a result of the conduct descri bed above, Office Depot violated Section 
+13(b)(2)(B) of the Exchange Act which requires all reporting companies to devise and maintain a 
+system of internal accounting controls sufficient to provide reasonable assurances that 
+transactions are recorded as necessary to permit preparation of financial statements in accordance 
+with GAAP.   
+Remedial Efforts 
+In determining to accept the Offer, the Commission considered remedial acts promptly 
+undertaken by Respondent and cooperation afforded the Commission staff. 
+ 
+IV.  
+ 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent’s Offer.  
+ 
+Accordingly, it is hereby ORDERED that pursuant to Section 21C of the Exchange Act, 
+Respondent Office Depot cease and desist from committing or causing any violations and any 
+future violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 
+12b-20, 13a-1, and 13a-13 thereunder, and Regulation FD. 
+ 
+ 
+By the Commission.  
+ 
+Elizabeth M. Murphy 
+Secretary 
+   
+ 9
+Service List 
+ 
+ Rule 141 of the Commission's Rules of Prac tice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting Cease-and-
+Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order (“Order”) on the Respondent and its legal 
+agent. 
+ 
+ The attached Order has been sent to the fo llowing parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray    
+Chief Administrative Law Judge   
+Securities and Exchange Commission  
+100 F Street, N.E. 
+Washington, DC 20549-2557  
+ 
+Steven J. Meiner, Esq.     
+Miami Regional Office    
+Securities and Exchange Commission   
+801 Brickell Avenue, Suite 1800  
+Miami, FL 33131     
+ 
+Office Depot, Inc.    
+c/o Daniel F. Shea, Esq. 
+Hogan Lovells  
+One Tabor Center  
+1200 Seventeenth Street, Suite 1500  
+Denver, CO 80202  
+             
+Daniel F. Shea, Esq. 
+Hogan Lovells  
+One Tabor Center  
+1200 Seventeenth Street, Suite 1500  
+Denver, CO 80202  
+ 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3199.txt b/raw/aaer/2010/AAER-3199.txt
new file mode 100644
index 0000000000000000000000000000000000000000..437699be6d2c7b673e69a5c685766713f9a84313
--- /dev/null
+++ b/raw/aaer/2010/AAER-3199.txt
@@ -0,0 +1,1356 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Office Depot, Inc. 
+     
+     
+     
+     
+     
+     
+     
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21703/October 21, 2010  Accounting Auditing Enforcement Release No. 3199/October 21, 2010   Securities and Exchange Commission v. Office Depot, Inc. , Civ. Action No. 9:10-cv-81239 (S.D. Fla. Oct. 21, 2010)  SEC CHARGES OFFICE DEPOT WITH IMPROPER DISCLOSURES TO ANALYSTS  The Securities and Exchange Commission today announced an enforcement action against Office Depot, Inc. for violating fair disclosure regulations when selectively conveying to analysts and institutional investors that the company would not meet analysts' earnings estimates. The SEC also charged Office Depot with unrelated accounting violations.  Regulation FD requires that when issuers disclose material nonpublic information, they must make broad public disclosure of that information. The SEC's alleges that as they neared the end of Office Depot's second quarter for 2007, the company's CEO and then-CFO discussed how to encourage analysts to revisit their analysis of the company. Office Depot then made a series of one-on-one calls to analysts. The company did not directly state that it would not meet analysts' expectations, but rather this message was signaled with references to recent public statements of comparable companies about the impact of the slowing economy on their earnings. The analysts also were reminded of Office Depot's prior cautionary public statements. Analysts promptly lowered their estimates for the period in response to the calls. Office Depot did not regularly initiate these types of calls to all analysts covering the company.  The SEC's complaint alleges that Office Depot's CEO, in an attempt to get analysts to lower their estimates, proposed to the company's CFO that the company talk to the analysts and refer them to recent public announcements by two comparable companies about their financial results being impacted by the slowing economy. The CEO further suggested that Office Depot point out on its calls what the company had said in prior public conference calls in April and May 2007. The CFO then assisted Office Depot's investor relations personnel in preparing talking points for the calls.  According to the SEC's complaint, the CEO and CFO were not present during the calls but were aware of the analysts' declining estimates while the company made the calls. They encouraged the calls to be completed. Office Depot continued to make the calls despite the CFO being notified of some analysts' concerns about the lack of public disclosure among other things. Six days after the calls began, Office Depot filed a Form 8-K announcing that its sales and earnings would be negatively impacted due to a continued soft economy. Before that Form 8-K was filed, Office Depot's share price had significantly dropped on increased trading volume.  Unrelated to these Regulation FD violations, the SEC also charged Office Depot with overstating its net earnings in its financial statements for the third quarter of 2006 through the second quarter of 2007 as a result of accounting violations. The SEC alleges that Office Depot prematurely recognized approximately $30 million in funds received from vendors in exchange for the company's merchandising and marketing efforts instead of recognizing the funds over the relevant reporting periods in a manner consistent with Generally Accepted Accounting Principles. In November 2007, the company restated those financials and announced a material weakness in its internal controls over financial reporting that resulted from the failure of its personnel responsible for negotiating agreements with vendors to communicate all of the relevant information to financial accounting personnel.  Office Depot agreed to settle the SEC's charges without admitting or denying the allegations, and will pay a $1 million penalty. Office Depot also consented to the entry of an administrative order in a separate proceeding requiring it to cease and desist from committing or causing any violations and any future violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, and 13a-13 thereunder, and Regulation FD. 								
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diff --git a/raw/aaer/2010/AAER-3200.pdf b/raw/aaer/2010/AAER-3200.pdf
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index 0000000000000000000000000000000000000000..fa5cdfcb72a5d8df4dd6f8f2e0533f364f79f040
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+++ b/raw/aaer/2010/AAER-3200.txt
@@ -0,0 +1,70 @@
+ 
+CORRECTED
+ 
+UNITED STATES OF AMERICA
+ 
+before the
+ 
+SECURITIES AND EXCHANGE COMMISSION
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Rel. No. 63167/October 22, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Rel. No.3200/October 22, 2010 
+Admin. Proc. File No. 3-13535 
+In the Matter of the Application of 
+GATELY & ASSOCIATES, LLC
+ 
+and 
+JAMES P. GATELY, CPA
+ 
+For Review of Disciplinary Action Taken by the
+ 
+PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD
+ 
+ORDER 
+TERMINATING STAY 
+On June 26, 2009, Gately & Associates, LLC (the "Firm") and James P. Gately, CPA 
+(together with the Firm, "Applicants") filed an application for Commission review of disciplinary 
+action taken by the by the Public Company Accounting Oversight Board (the "Board").  The 
+Board found that Applicants violated Board Rule 4006 by failing to cooperate with a Board 
+inspection, and barred Gately from associating with any registered public accounting firm and 
+permanently revoked the Firm's registration.  
+Under the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), the Board's sanctions were 
+automatically stayed upon Applicants' application to the Commission for review.  Sarbanes-
+Oxley Section 105 states that an "[a]pplication to the Commission for review . . . of any 
+disciplinary action of the Board shall operate as a stay of any such disciplinary action, unless and 
+1until the Commission orders . . . that no such stay shall continue to operate."   On August 5, 
+1 15 U.S.C. § 7215(e)(1). 
+  
+2
+ 
+2010, the Commission issued an opinion (the "Commission Opinion") affirming the findings and 
+disciplinary sanctions imposed by the Board.2 
+The Board has requested clarification as to whether the Sarbanes-Oxley Section 105 stay 
+"continues to operate or was effectively terminated by" the order accompanying the Commission 
+Opinion. Under Rule 401(e)(1) of the Commission's Rules of Practice, the "Commission may, at 
+any time, on its own motion determine whether to lift the automatic stay" of Board action under 
+3Section 105(e) of Sarbanes-Oxley.   Rule 401(e)(2) states that "[t]he Commission may lift a stay 
+summarily, without notice and opportunity for hearing."
+4 
+The Commission Opinion concluded, after considering the public interest and the 
+protection of investors, that revoking the Firm's registration and barring Gately from association 
+are appropriate remedial sanctions.  These same considerations support terminating the stay of 
+these sanctions.  As the Commission Opinion concluded, "[g]iven the nature and pattern of 
+violative conduct reflected in this case, the revocation of registration and bar imposed by the 
+Board are appropriate to protect the public interest in securing regulatory oversight over the 
+activities of registered accounting firms."   
+Accordingly, IT IS ORDERED that the automatic stay of the Board sanctions imposed on 
+Applicants pending the Commission's review be, and it hereby is, terminated. 
+For the Commission by the Office of the General Counsel, pursuant to delegated 
+authority. 
+Elizabeth M. Murphy
+         Secretary
+ 
+2 Securities Exchange Act Rel. No. 62656 (Aug. 5, 2010), __ SEC Docket __. 
+3 17 C.F.R. § 201.410(e)(1). 
+4 17 C.F.R. § 201.410(e)(2); see also 15 U.S.C. § 7215(e)(1) (permitting the 
+Commission to order that such stay shall be discontinued "summarily or after notice and 
+opportunity for hearing on the question of a stay, which hearing may consist solely of the 
+submission of affidavits or presentation of oral arguments"). 
\ No newline at end of file
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21724 / November 4, 2010  Accounting and Auditing Enforcement Release No. 3201 / November 4, 2010   Securities and Exchange Commission v. GlobalSantaFe Corp. , Civil Action No. 1:10-CV-01890 (RMC) (D.D.C.)  SEC CHARGES GLOBALSANTAFE CORP. WITH BRIBERY AND OTHER FCPA VIOLATIONS  The Securities and Exchange Commission today charged GlobalSantaFe Corp. (GSF) (c/k/a Transocean Worldwide Inc.) with bribery and other violations of the Foreign Corrupt Practices Act (FCPA).  According to the SEC's complaint, filed today in federal district court in Washington, D.C., from approximately January 2002 through July 2007, GSF made illegal payments to officials of the Nigerian Customs Service (NCS), through companies acting as customs brokers for GSF. In November 2007, GSF, an oil and gas drilling services company, merged with a subsidiary of Transocean Inc. In December 2008, the listed company became Transocean Ltd.   GSF will pay a total of approximately $5.9 million dollars to settle the SEC's charges.   The SEC complaint alleges that instead of moving its oil drilling rigs out of Nigerian waters as required by Nigerian law when GSF's permit to temporarily import the rigs into Nigeria had expired, GSF, through its customs brokers, made illegal payments to NCS officials to secure documentation reflecting that the rigs had moved out of Nigerian waters, when in fact, the rigs had not moved at all.  The SEC alleges that GSF, through its customs brokers, made other suspicious payments, some characterized as "interventions," to Nigerian customs officials. In addition, GSF similarly made a number of suspicious payments to government officials in Gabon, Angola, and Equatorial Guinea. These payments were described on invoices as, for example, "customs vacation," "customs escort," "costs extra police to obtain visa," "official dues," and "authorities fees." None of the payments were accurately reflected in GSF's books and records, nor was GSF's system of internal accounting controls adequate at the time to detect and prevent these illegal payments.   Without admitting or denying the SEC's allegations, GSF has consented to the entry of a court order permanently enjoining it from violating the anti-bribery and record keeping and internal controls provisions in Section 30A and Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. GSF also consented to the entry of a court order requiring GSF to pay disgorgement of $2,694,405, prejudgment interest of $1,063,760, and a civil penalty of $2.1 million. The proposed settlement is subject to court approval.  The SEC acknowledges and appreciates the assistance of the U.S. Department of Justice, Fraud Section and the Federal Bureau of Investigation. 								
+								 
+									             See Also:        SEC Complaint                   							  
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diff --git a/raw/aaer/2010/AAER-3202.txt b/raw/aaer/2010/AAER-3202.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21725 / November 4, 2010  Accounting and Auditing Enforcement Release No. 3202 / November 4, 2010   Securities & Exchange Commission v. Transocean Inc. , Civil Action No. 1:10-CV-01891 (JDB) (D.D.C.)  SEC CHARGES TRANSOCEAN FOR BRIBERY SCHEME IN NIGERIA ¢€" TRANSOCEAN TO PAY DISGORGEMENT AND CIVIL PENALTIES OF $7,265,080  The Securities and Exchange Commission filed a settled enforcement action on November 4, 2010, in the U.S. District Court for the District of Columbia charging Transocean Inc. ("Transocean"), an international provider of offshore drilling services and equipment to oil companies throughout the world, with violations of the anti-bribery, books and records, and internal controls provisions of the Foreign Corrupt Practices Act ("FCPA"). Transocean has agreed to pay disgorgement, interest, and a civil penalty totaling $7,265,080 to settle the charges.   The SEC's complaint alleges that:  From at least 2002 through 2007, Transocean made illicit payments through its customs agents to Nigerian government officials to extend the temporary importation status of its drilling rigs, to obtain false paperwork associated with its drilling rigs, and obtain inward clearance authorizations for its rigs and a bond registration. In addition, Transocean made illicit payments through Panalpina World Transport Holding Ltd.'s Pancourier express courier service to Nigerian government officials to expedite the import of various goods, equipment and materials into Nigeria. In most instances, customs duties for these items were not paid by either Panalpina or Transocean. Transocean also made illicit payments through Panalpina to Nigerian government officials to expedite the delivery of medicine and other materials into Nigeria. Transocean's total gains from the conduct were approximately $5,981,693.  In 2002, certain Transocean managers, including the then Executive Vice President, Operations and Chief Operating Officer ("COO"), authorized four "paper moves" for two rigs operating in Nigeria because Transocean was unwilling to interrupt profitable drilling operations once the relevant Temporary Import Permit ("TIP") or TIP extension had expired. On June 10, 2002, Transocean's then Country Manager in Nigeria sent an e-mail to the then Africa Region Manager, indicating that there was a temporary import issue related to three rigs. In the e-mail the Country Manager sought permission to do paper moves, which would falsely depict the rigs leaving and reentering the country. The Country Manager indicated that the paper moves were necessary in order to create a more "defendable" file and to enable Transocean to avoid severe penalties connected to failing to move the rigs once the relevant TIP had expired. The e-mail also contained a quote from Transocean's customs agent for the cost of obtaining false paperwork related to the paper moves from the Nigeria Customs Service ("NCS"). The Country Manager added that "The only alternative is to physically move the rigs out of the country, and this is clearly not acceptable." On June 11, 2002, the Africa Region Manager sent an e-mail to the Executive Vice President, Operations and COO in Houston, seeking authorization for the paper moves. The same day, the Executive Vice President, Operations and COO sent an e-mail approving the paper moves. Another paper move involving a third rig also occurred in 2002, and two additional paper moves involving a fourth rig occurred in 2007. Transocean's total gain from the paper moves was approximately $4,261,363.   Prior to the 2007 paper moves, Transocean was on notice of problems with its TIP process. On April 27, 2004, the Nigerian Temporary Import Permit Panel (the "TIP Panel") notified Transocean that Transocean would be penalized approximately $1.17 million after an investigation showed Transocean had not complied with TIP laws. In May 2004, Transocean's Corporate Affairs Manager in Nigeria sent several emails informing the Transocean customs supervisor that he had visited a member of the TIP Panel and discussed making a payment to reduce the penalty. In particular, the email stated that "We will spend money on them [TIP Panel members] through him, but definitely we will pay less to the Federal Government." On July 28, 2004, the penalty was reduced to $340,000. While there is no record indicating what payment, if any, was in fact made to the Nigerian TIP Panel official, the TIP Panel investigation put Transocean on notice that there were problems with the TIP process.  From approximately 2002 to 2006, Transocean also made illicit payments totaling $207,170 to a second customs agent for what were described on invoices as "customs intervention" charges related to six rigs. Transocean's employees believed that the invoiced "intervention" charges were likely illicit payments to customs officials. From 2002 to 2007, Transocean also made illicit payments to Nigerian customs officials through Panalpina, a freight forwarding company headquartered in Switzerland, and Panalpina's express door to door courier service, Pancourier, to import goods and materials into Nigeria without paying applicable duties to Nigerian customs officials. Pancourier invoiced Transocean for "local processing charges" related to the shipments, and the invoice amounts were typically 25% to 40% of the actual duties owed.   The total customs duties that Transocean avoided through its use of Pancourier were approximately $1,480,419. Transocean also used Panalpina to make illicit payments to Nigerian government officials to expedite the delivery of medicine and other goods totaling $32,741.  Transocean violated Section 30A of the Securities Exchange Act of 1934 when its senior management and employees made illicit payments through their freight forwarding and customs agents to Nigerian government officials to obtain various customs-related benefits. Transocean violated Section 13(b)(2)(B) of the Exchange Act by failing to devise and maintain an effective system of internal controls to prevent or detect the violations. Transocean violated Section 13(b)(2)(A) of the Exchange Act by failing to make and keep accurate books and records. In related criminal proceedings, Transocean Ltd. and Transocean Inc. reached a settlement with the U.S. Department of Justice, Fraud Section and agreed to pay $13.44 million.  Without admitting or denying the Commission's allegations, Transocean has consented to the entry of a court order permanently enjoining it from future violations of Sections 30A, 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, and ordering it to pay $5,981,693 in disgorgement, plus prejudgment interest of $1,283,387.   The SEC acknowledges assistance from the U.S. Department of Justice, Fraud Section and the Federal Bureau of Investigation.  								
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diff --git a/raw/aaer/2010/AAER-3203.txt b/raw/aaer/2010/AAER-3203.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21726 / November 4, 2010  Accounting and Auditing Enforcement Release No. 3203 / November 4, 2010   SEC v. Pride International, Inc. , Civil Action No. 4:10-cv-4335 (S.D. Texas, November 4, 2010).  SEC CHARGES PRIDE INTERNATIONAL WITH VIOLATING THE FOREIGN CORRUPT PRACTICES ACT  The Securities and Exchange Commission today charged one of the world's largest offshore drilling companies with violating the Foreign Corrupt Practices Act (FCPA) by paying approximately $2 million to foreign officials in eight countries.  The SEC's complaint, filed in federal district court in Houston, alleges that from 2001 through 2006 Pride International, Inc. and its subsidiaries bribed government officials in Venezuela, India, Mexico, Kazakhstan, Nigeria, Saudi Arabia, the Republic of the Congo, and Libya. The bribery schemes allowed Pride and its subsidiaries to extend drilling contracts, obtain the release of drilling rigs and other equipment from customs officials, reduce customs duties, extend the temporary importation status of drilling rigs, lower various tax assessments, and obtain other improper benefits.  To settle the SEC's charges, Pride will pay disgorgement of $19,341,870 plus pre-judgment interest of $4,187,848. The company will pay an additional $32,625,000 to resolve related criminal proceedings announced today by the Department of Justice.  According to the SEC's complaint, from 2003 through 2005, Pride's former Venezuela country manager authorized bribes totaling approximately $384,000 to an official of Venezuela's state-owned oil company to secure extensions of three drilling contracts. In addition, the country manager authorized a bribe of approximately $30,000 to an employee of Venezuela's state-owned oil company to secure the payment of receivables.  The SEC alleges that in 2003 a French subsidiary of Pride paid three bribes totaling approximately $500,000, believing that the funds would be given to an Indian judge to influence customs litigation relating to the importation of a drilling rig. According to the complaint, a Pride employee in the U.S. had knowledge of the payments at the time they were made.   The complaint alleges that in 2004 a former Pride vice president authorized a $10,000 bribe to a Mexican customs official in return for favorable treatment regarding customs deficiencies identified during an inspection of a supply boat.  The SEC's complaint also alleges that from 2001 through 2006 numerous improper payments made by Pride subsidiaries operating in Mexico, Kazakhstan, Nigeria, Saudi Arabia, the Republic of the Congo, and Libya were not correctly recorded in those subsidiaries' books and records. As a result, the complaint alleges that Pride failed to make and keep accurate books and records and failed to devise and maintain appropriate internal controls.  Without admitting or denying the SEC's allegations, Pride consented to the entry of a final judgment ordering disgorgement plus pre-judgment interest and permanently enjoining it from violating the anti-bribery, books and records, and internal controls provisions of the FCPA, codified as Sections 30A, 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934. The proposed settlement is subject to court approval.  The Department of Justice charged Pride in a criminal information filed today with conspiring to violate the anti-bribery and books and records provisions of the FCPA, violating the anti-bribery provisions of the FCPA, and violating the books and records provisions of the FCPA. The department and Pride International agreed to resolve the charges by entering into a deferred prosecution agreement. The department also filed a criminal information charging a Pride subsidiary with conspiring to violate the anti-bribery provisions of the FCPA, violating the anti-bribery provisions of the FCPA, and aiding and abetting the violation of the books and records provisions of the FCPA. Pride's subsidiary agreed to plead guilty to the charges. The agreements require the payment of a $32,625,000 criminal penalty.   The SEC previously charged two former Pride employees¢€"Bobby Benton and Joe Summers¢€"for their roles in the scheme. The SEC filed a civil action against Benton on December 11, 2009 and the court entered final judgment on August 9, 2010. The Summers lawsuit was filed by the SEC on August 5, 2010 and final judgment was entered on August 11, 2010. Without admitting or denying the SEC's allegations, each consented to a permanent injunction prohibiting future FCPA violations. Benton and Summers also agreed to pay civil penalties of $40,000 and $25,000, respectively.  The SEC acknowledges and appreciates the assistance of the Department of Justice's Fraud Section and the Federal Bureau of Investigation. 								
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diff --git a/raw/aaer/2010/AAER-3204.pdf b/raw/aaer/2010/AAER-3204.pdf
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+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63243 / November 4, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3204 / November 4, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No.  3-14107 
+ 
+In the Matter of 
+ 
+ROYAL DUTCH SHELL plc,  
+ 
+and  
+ 
+SHELL INTERNATIONAL 
+EXPLORATION AND 
+PRODUCTION INC.,  
+ 
+Respondents. 
+ 
+ 
+ 
+ 
+ORDER INSTITUTING CEASE-
+AND-DESIST PROCEEDINGS 
+PURSUANT TO SECTION 21C OF 
+THE SECURITIES EXCHANGE 
+ACT OF 1934,  MAKING 
+FINDINGS,  AND IMPOSING 
+SANCTIONS AND A CEASE-AND-
+DESIST ORDER  
+ 
+I. 
+ 
+ The Securities and Exchange Commissi on (“Commission”) deems it appropriate 
+that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of 
+the Securities Exchange Act of 1934 (“Exchange Act”) against Royal Dutch Shell plc,      
+(“ Respondent Shell”) and against Shell International Exploration and Production Inc. 
+(“Respondent SIEP”).    
+ 
+ 
+II. 
+ 
+ In anticipation of the institution of th ese proceedings, Respondents have submitted 
+Offers of Settlement (“Offers”), which the Commission has determined to accept.  Solely 
+for the purpose of these proceedings and any other proceedings brought by or on behalf of 
+the Commission, or to which the Commission is a party, and without admitting or denying 
+the findings herein, except as to the Commission’s jurisdiction over Respondents and the 
+subject matter of these proceedings, which are admitted, Respondents consent to the entry 
+of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the 
+Securities Exchange Act of 1934, Making Findings, and Imposing Sanctions and A Cease-
+and-Desist Order (“Order”), as set forth below.   
+ 
+           III.  
+ 
+ On the basis of this Order and Res pondents’ Offers, the Commission finds1 that:  
+ 
+A. SUMMARY 
+ 
+This matter concerns violations of the anti-bribery provisions of the Foreign  
+Corrupt Practices Act (“FCPA”) by Respondent SIEP and the record keeping and internal 
+controls provisions of the FCPA by Respondent Shell.  From September 2002 through 
+November 2005, SIEP, on behalf of Shell, authorized the reimbursement or continued use 
+of services provided by a company acting as a customs broker that involved suspicious 
+payments of approximately $3.5 million to officials of the Nigerian Customs Service in 
+order to obtain preferential treatment during the customs process for the purpose of 
+assisting Shell in obtaining or retaining business in Nigeria on Shell’s Bonga Project.  As a 
+result of these payments, Shell profited in the amount of approximately $14 million.  None 
+of the improper payments was accurately reflected in Shell’s books and records, nor was 
+Shell’s system of internal accounting controls adequate at the time to detect and prevent 
+these suspicious payments. 
+ 
+B. RESPONDENTS 
+ 
+Royal Dutch Shell plc (“Shell”), an English-chartered company, headquartered in 
+The Hague, Netherlands, focuses, through its subsidiaries, on oil, gas, and power 
+production and exploration.  Shell’s American Depository Receipts are registered with the 
+Commission pursuant to Section 12(b) of the Exchange Act, and trade on the New York 
+Stock Exchange.2     
+                                                 
+1  The findings herein are made pursuan t to Respondents' Offers and are not 
+binding on any other person or entity in this or any other proceeding.  
+2  The conduct at issue in the matter primarily occurred prior to a corporate restructuring 
+which created Royal Dutch Shell plc.  Royal Dutch Petroleum Company, a Dutch company, and 
+The “Shell” Transport and Trading Company, an English company, are predecessors to Royal 
+Dutch Shell plc.  During the relevant period, the ordinary shares of Royal Dutch Petroleum 
+Company and the American Depository Receipts of The “Shell” Transport and Trading Company 
+were registered with the Commission and traded on the New York Stock Exchange.   On October 
+28, 2004, the Royal Dutch Petroleum Company board and The “Shell” Transport and Trading 
+Company board voted to propose to shareholders the unification of Royal Dutch Petroleum 
+Company and The “Shell” Transport and Trading Company under a single parent company, 
+Royal Dutch Shell plc.  In July 2005, the transaction was completed in which Royal Dutch Shell 
+ 2
+ 
+ Shell International Exploration and Production Inc. (“SIEP”), a Delaware 
+company with headquarters in Houston, Texas, is a wholly owned indirect subsidiary of 
+Shell.  SIEP acted as an agent of Shell for purposes of the Bonga Project.  SIEP’s financial 
+results are components of the consolidated financial statements included in Shell’s filings 
+with the Commission.   
+ 
+C. OTHER RELEVANT ENTITY 
+ 
+Shell Nigerian Exploration and Production Company Ltd. (“SNEPCO”), 
+located in Nigeria, is a wholly owned subsidiary of Shell Petroleum N.V., which, in turn, is 
+a wholly owned direct subsidiary of Shell.  SNEPCO performed work on the Bonga 
+Project. 
+ 
+D. FACTS 
+ 
+I. The Bonga Project
+ 
+ 
+Bonga, discovered by a Shell subsidiary in 1995, was the first deepwater offshore 
+oil and gas project in Nigeria.   Developmental drilling on the Bonga Project began in 
+December 2000 and the project reached First Oil
+3 in November 2005.  
+ 
+The Bonga field was developed by SNEPCO (55% interest), on Shell’s behalf, 
+and other oil companies pursuant to a Production Sharing Contract with the Nigerian 
+National Petroleum Corporation (“NNPC”).  Under the Production Sharing Contract, the 
+oil companies were responsible for all upfront costs associated with reaching First Oil, 
+but the costs were subsequently fully recoverable from the proceeds of oil production.   
+ 
+The Bonga Project, authorized and approved by Shell’s board, was executed 
+jointly across several Shell entities, including SIEP and SNEPCO.  In particular, SIEP 
+provided experienced project and technical personnel for the project who were 
+responsible for such things as project controls, project accounting, document control, cost 
+planning, cost controls, and handling claims against contractors.  A SIEP employee 
+located in Houston managed the contractual relationship with one of the Contractors on 
+the project and was responsible for reviewing and approving invoices and underlying 
+documentation submitted by the Contractor.  Another SIEP employee was head of the 
+Bonga Project Services Team with responsibility for reviewing and approving invoices 
+and underlying documentation submitted by the Contractors before the invoices were 
+passed on to SNEPCO’s finance department for payment.  In addition, on a monthly 
+                                                                                                                                                
+ 
+plc became the parent company of Royal Dutch Petroleum Company and The “Shell” Transport 
+and Trading Company.    
+ 
+3  “First Oil” is the point at which the proj ect’s construction phase ceases, and the project 
+commences production.  
+ 
+ 3
+basis, the Bonga Project Manager reported on the progress of the Bonga Project through 
+the corporate chain up to a member of Shell’s board of directors.   
+ 
+Developing the Bonga field required the transportation of large amounts of 
+equipment and parts into Nigeria.  Pursuant to the Production Sharing Contract,  
+ownership of this equipment passed to NNPC once imported into Nigeria.  SNEPCO, on 
+behalf of Shell, however, was responsible for arranging importation of the equipment and 
+for paying customs duties on the items, which costs, pursuant to the contract, were 
+recoverable later from the proceeds of oil production.   
+ 
+In developing Bonga, SNEPCO, on behalf of Shell, hired a number of contractors, 
+unaffiliated with Shell, including Contractor A and Contractor B.  In order to assist in the 
+importation into Nigeria of equipment necessary for the Bonga Project, the Contractors, 
+and in some instances SNEPCO directly, hired the services of an international freight 
+forwarding and customs clearing company (“Courier Subcontractor”) for transporting and 
+customs clearance.
+4   
+ 
+One of the services Courier Subcontractor provided was an express door-to-door 
+courier service (“Courier Service”) that expedited the delivery of goods and equipment 
+into Nigeria.  The Nigerian customs clearance process was routinely delayed, often taking 
+weeks or even months to clear equipment through customs.  In addition, the Bonga 
+Project was over-budget and behind schedule and a significant amount of equipment 
+needed to be imported into Nigeria.  These circumstances led to the repeated use of 
+Courier Subcontractor’s Courier Service.   
+ 
+Courier Subcontractor was able to expedite the importation of goods because of 
+an “on the side” agreement between Courier Subcontractor and members of the Nigerian 
+Customs Service (“NCS”) in which Courier Subcontractor made corrupt payments to 
+NCS officials to bypass the normal customs process.  Goods shipped using Courier 
+Subcontractor’s Courier Service arrived in Nigeria “customs cleared,” resulting in a 
+significant savings of time and a reduction in the required customs duties and tariffs with 
+a significantly higher freight fee.  Typically, Courier Subcontractor billed the Contractors 
+who paid the bill and, in turn, sought reimbursement, which required approval from 
+SIEP.  Certain of Courier Subcontractor’s invoices charged a special fee (i.e. bribe).  The 
+special fee was initially invoiced as a “local processing fee” and later invoiced as 
+“administration/transport charges.”  The use of Courier Subcontractor’s Courier Service 
+expedited shipments into Nigeria by about 20 to 39 days.  Therefore, a shipment that 
+would take 30 days to clear Nigerian customs using regular air freight could clear 
+customs in as quickly as 10 days using the Courier Service.   
+ 
+                                                
+ 
+4  In February 2007, one of the Bonga Project Contractors pleaded guilty to violations of 
+the Foreign Corrupt Practices Act and agreed to pay $26 million in criminal fines in connection 
+with the payments to Nigerian customs officials through Courier Subcontractor to obtain 
+preferential treatment during the customs process.  See United States v. Vetco Gray UK Limited, 
+CR H07-04 (LNH) (S.D. Tex. 2007).   
+ 
+ 4
+ 
+II. The Bonga Project Contractors 
+ 
+a. Bonga Project Contractor A 
+ 
+ Under the contracts with the Bonga Proj ect Contractors all costs were borne by 
+the Contractors, subject to certain exceptions, such as, customs duties.  SNEPCO, on 
+behalf of Shell, was financially responsible for all customs duties and the Contractors 
+were responsible for all shipping costs.  For customs duties greater than $100,000, 
+SNEPCO, on behalf of Shell, paid the Nigerian government directly.  For customs duties 
+less than $100,000, the Contractors paid and sought reimbursement.  The payments at 
+issue in this proceeding were each under $100,000, and were initially paid by the 
+Contractors.  In February 2004, Contractor A submitted a contract variation request for 
+reimbursement of a $1.8 million accruement in “additional transportation and related 
+charges” relating to the use of Courier Subcontractor’s Courier Service and the payment 
+of local processing fees.
+5 
+ 
+In analyzing whether to reimburse Contractor A for these courier costs, certain 
+employees of SIEP responsible for approving the payment of invoices, were made aware 
+of red flags relating to the service and that it likely involved illicit payments to customs 
+officials.  For example, SIEP repeatedly requested that Courier Subcontractor and 
+Contractor A provide a receipt from NCS proving that the local processing fee had been 
+deposited into a Nigerian Government account.  However, neither company was able to 
+supply such receipts.  In addition, certain SIEP employees learned that Courier 
+Subcontractor’s Courier Service bypassed the normal customs duty payment process and 
+that using the service “reduced [  ] liability for Nigerian Customs and Import Duty.”   
+ 
+In July 2004, SIEP rejected Contractor A’s contract variation request for the 
+additional charges relating to the use of the Courier Service.  At the same time, a “no 
+proof, no pay” policy was implemented for the Bonga Project.  Pursuant to the policy, 
+SIEP, on behalf of Shell, would not approve reimbursement to Contractor A for any 
+expenses relating to the Courier Service unless Contractor A could provide (1) Courier 
+Subcontractor’s receipts from NCS validating that customs duties were paid directly into 
+an official NCS banking or financial institution and (2) NCS documentation confirming 
+that associated payments satisfied the customs duties and that no further duties would be 
+due.  At the time, certain individuals at SIEP had concluded that it was unlikely that 
+Contractor A would be able to provide such proof.  However, certain SIEP employees 
+continued to permit the Contractors to use Courier Subcontractor for customs clearance 
+and Courier Subcontractor’s Courier Service.  In addition to continuing to encourage and 
+support the use of Courier Subcontractor’s courier service, certain individuals working on 
+the Bonga Project also tried, without success, to modify the “no proof, no pay” policy in 
+order to reimburse the courier expenses even without proof that payment had been made 
+into a Nigerian government account.    
+                                                
+ 
+5  Contractor A made subsequent additional requests bringing its total reimbursement 
+request to $2.1 million. 
+ 5
+ 
+ 
+ b. Bonga Project Contractor B 
+ 
+During the course of the Bonga Project, Contractor B sustained financial 
+difficulties and accordingly, SIEP, on behalf of Shell, put in place a process to advance 
+funds to Contractor B to pay Bonga Project expenses as they became due, including 
+Contractor B’s payment of shipping costs to Courier Subcontractor for the use of the 
+Courier Service.   Despite the red flags that came to SIEP employees’ attention in 
+examining whether to reimburse Contractor A for its courier expenses, SIEP approved 
+advancing funds to Contractor B for the use of the Courier Service, even when Contractor 
+B could not provide valid customs receipts as required by the “no proof, no pay” policy.  
+Further, certain Bonga Project personnel agreed to a proposal by Courier Subcontractor 
+to increase the tariff rate in Contractor B’s and Courier Subcontractor’s contract to hide 
+the “local processing fees” which would no longer be broken out as a separate line item.   
+ 
+In total, approximately $3.5 million in suspicious payments were made to 
+Nigerian customs officials.  Approximately $1.8 million of these payments were for 
+“local processing fees” and “administrative/transport charges” related to Courier 
+Subcontractor’s Courier Service.  SIEP, on behalf of Shell, authorized reimbursement of 
+approximately $2.5 million of these payments.
+6   
+ 
+SIEP’s  Exchange Act Section 30A Violations 
+ 
+Section 30A of the Exchange Act makes it unlawful for an issuer that has a class of 
+securities registered under Section 12 of the Exchange Act, or “for any officer, director, 
+employee or agent of such issuer . . . acting on behalf of such issuer, to make use of the 
+mails or any means or instrumentality of interstate commerce corruptly in furtherance of an 
+offer, payment, promise to pay, or authorization of the payment of any money, or offer, 
+gift, promise to give, or authorization of the giving of anything of value to any person while 
+knowing that all or a portion of such money or thing of value will be offered, given, or 
+promised, directly or indirectly, to any foreign official . . . ” for, among other things, 
+influencing any act or decision of such foreign official in his official capacity in order to 
+assist such issuer in obtaining or retaining business.   
+ 
+As detailed above, Respondent SIEP, an agent of Shell, authorized the 
+reimbursement and continued use of Courier Subcontractor’s services that involved 
+unlawful payments to Nigerian customs officials in order to obtain preferential treatment 
+during the customs process for the purpose of assisting Shell in obtaining or retaining 
+business in Nigeria on Shell’s Bonga Project.  As a result, SIEP violated Section 30A of the 
+Exchange Act.  Shell benefitted through these payments by bypassing the normal customs 
+process and importing equipment into Nigeria faster than Shell would have had the 
+payments not been made.  Ultimately, this accelerated Shell’s ability to reach First Oil and 
+                                                
+ 
+6  The activity relating to the additional $1 milli on in suspicious payments was authorized 
+by SIEP, but the reimbursement of those funds was ultimately not authorized. 
+ 6
+provided Shell with the value of its oil production profits sooner than it would have had it 
+not made the payments.  By avoiding the payment of certain customs duties through these 
+payments, Shell also benefited by having the use of those funds when Shell would have 
+otherwise had to wait to be reimbursed from the proceeds of oil production.  As a result of 
+these payments, Shell profited in the amount of $14,153,536. 
+     
+Exchange Act Section 13(b)(2)(A) and 13(b)(2)(B) Violations 
+ 
+Section 13(b)(2)(A) of the Exchange Act requires every issuer to make and keep 
+books, records, and accounts, that in reasonable detail, accurately and fairly reflect the 
+transactions and dispositions of the assets of the issuer.   
+ 
+Respondent Shell violated Section 13(b)(2)(A) because Shell’s books and records 
+did not accurately reflect the nature of the improper payments.  Instead, the improper 
+payments were recorded as legitimate transaction costs such as “local processing fees” and 
+“administration/transport charges” and thus were not fairly reflected or accurately recorded 
+in its books, records, and accounts.   
+ 
+Section 13(b)(2)(B) of the Exchange Act requires every issuer to devise and 
+maintain a system of internal accounting controls sufficient to provide reasonable 
+assurances that: (i) that transactions are executed in accordance with management’s general 
+or specific authorization; and (ii) transactions are recorded as necessary to permit 
+preparation of financial statements in conformity with generally accepted accounting 
+principles or any other criteria applicable to such statements.  As evidenced by the details 
+surrounding SIEP’s authorization of reimbursement and continued use of Courier 
+Subcontractor’s services, Respondent Shell failed to devise and maintain an effective 
+system of internal controls to prevent or detect illegal payments and as such, violated 
+Section 13(b)(2)(B).   
+ 
+IV. 
+ 
+ In view of the foregoing, the Commiss ion deems it appropriate to impose the 
+sanctions agreed to in Respondents’ Offers. 
+  
+ Accordingly, it is hereby ORDERED that pursuant to Section 21C of the Exchange 
+Act: 
+ 
+ A. Respondent SIEP ce ase and desist from committing or causing any 
+violations and any future violations of Section 30A of the Exchange Act and Respondent 
+Shell cease and desist from committing or causing any violations and any future violations 
+of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act; 
+ 
+B. Respondents shall, with in 30 days of the entry of this Order, jointly and 
+severally, pay disgorgement of $14,153,536 and prejudgment interest thereon of 
+$3,995,923 to the United States Treasury.  If timely payment is not made, additional 
+interest shall accrue pursuant to Rule 600 of the Commission’s Rules of Practice.  Such 
+ 7
+payment shall be: (A) made by United States postal money order, certified check, bank 
+cashier's check or bank money order; (B) made payable to the Securities and Exchange 
+Commission; (C) hand-delivered or mailed to the Office of Financial Management, 
+Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 
+0-3, Alexandria, VA 22312; and (D) submitted under cover letter that identifies Royal 
+Dutch Shell plc and Shell International Exploration and Production as Respondents in these 
+proceedings, the file number of these proceedings, a copy of which cover letter and money 
+order or check shall be sent to Laura B. Josephs, Assistant Director, Division of 
+Enforcement, Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 
+20549.   
+ 
+ By the Commission. 
+ 
+ 
+     Elizabeth M. Murphy 
+     Secretary 
+ 
+ 
+ 8
+Service List 
+ 
+ Rule 141 of the Commissi on's Rules of Practice provides that the Secretary, or 
+another duly authorized officer of the Commission, shall serve a copy of the Order 
+Instituting Cease-and-Desist Proceedings Pu rsuant to Section 21C  of the Securities 
+Exchange Act of 1934, Making Findings, and Imposing Sanctions and A Cease-and-Desist 
+Order ("Order") on the Respondents and their legal agents. 
+ 
+ The attached Order has been sent to th e following parties and other persons entitled 
+to notice: 
+ 
+Honorable Brenda P. Murray    
+Chief Administrative Law Judge   
+Securities and Exchange Commission  
+100 F Street, N.E. 
+Washington, DC 20549-2557  
+ 
+Laura B. Josephs, Esq.  
+Division of Enforcement      
+Securities and Exchange Commission   
+100 F Street, N.E. 
+Washington, DC 20549-5010A     
+  
+Royal Dutch Shell plc 
+c/o Ralph C. Ferrara, Esq. 
+Dewey & LeBoeuf 
+1101 New York Ave., N.W. 
+Washington, DC 20005 
+ 
+Shell International Exploration and Production Inc. 
+c/o Ralph C. Ferrara, Esq. 
+Dewey & LeBoeuf 
+1101 New York Ave., N.W. 
+Washington, DC 20005 
+ 
+Ralph C. Ferrara, Esq. 
+ 9
+ 10
+Dewey & LeBoeuf 
+1101 New York Ave., N.W. 
+Washington, DC 20005 
+(Counsel for Respondents Royal Dutch Shell plc and Shell International Exploration and 
+Production Inc.) 
+      
+ 
+ 
+ 
+ 
+ 
\ No newline at end of file
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new file mode 100644
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21727 / November 4, 2010  Accounting and Auditing Enforcement Release No. 3205 / November 4 , 2010   SEC v. Panalpina, Inc. , Civil Action No. 4:10-cv-4334 (S.D. Texas, November 4, 2010).  SEC CHARGES PANALPINA WITH VIOLATING THE FOREIGN CORRUPT PRACTICES ACT  The Securities and Exchange Commission today charged the U.S. subsidiary of Panalpina World Transport (Holding) Ltd. (PWT), a global freight forwarding and logistics services provider based in Basel, Switzerland, with violating the Foreign Corrupt Practices Act (FCPA) by bribing foreign officials around the world on behalf of its customers.  The SEC's complaint, filed in federal district court in Houston, alleges that from 2002 through 2007 Panalpina, Inc. (Panalpina), in concert with other PWT subsidiaries and affiliates (Panalpina Group), bribed government officials in countries including Nigeria, Angola, Brazil, Russia, and Kazakhstan. The bribes were paid by Panalpina to obtain preferential customs, duties, and import treatment for its customers in connection with international freight shipments. Although PWT, Panalpina, and the Panalpina Group are not issuers for purposes of the FCPA, many of their customers are. By paying bribes on behalf of issuers, Panalpina both violated and aided and abetted violations of the FCPA.  To settle the SEC's charges, Panalpina will pay $11,329,369. PWT and Panalpina will pay an additional $70,560,000 to resolve related criminal proceedings announced today by the Department of Justice.  The complaint alleges that although the bribery schemes varied, most shared several similarities. The customers often used Panalpina or other Panalpina Group companies to ship goods internationally or sought Panalpina's assistance in obtaining customs or logistics services in the country to which goods were shipped. For various reasons¢€"including delayed departures, insufficient or incorrect documentation, the nature of the goods being shipped and imported, or the refusal of local government officials to provide services without unofficial payments¢€"Panalpina's customers sometimes faced delays in importing goods. In other cases, Panalpina's customers sought to avoid local customs duties or inspection requirements or otherwise sought to import goods in circumvention of local law. In order to secure the importation of goods under these circumstances, Panalpina's customers often authorized Panalpina and other Panalpina Group companies to bribe foreign officials.  The complaint further alleges that Panalpina Group companies invoiced Panalpina's customers for the bribes. The invoices, which contained both legitimate and illegitimate charges, concealed the bribes by inaccurately referring to them as "local processing," "special intervention," "special handing," and other seemingly legitimate fees.  Without admitting or denying the SEC's allegations, Panalpina consented to the entry of a final judgment ordering disgorgement and permanently enjoining it from violating the FCPA's anti-bribery provisions and aiding and abetting violations of the FCPA's books and records and internal controls provisions. These provisions are codified as Sections 30A, 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934. The proposed settlement is subject to court approval.  The Department of Justice today filed a criminal information charging PWT with conspiring to violate and violating the anti-bribery provisions of the FCPA. The department and PWT agreed to resolve the charges by entering into a deferred prosecution agreement. The department also filed a criminal information charging Panalpina with conspiring to violate the books and records provisions of the FCPA and with aiding and abetting certain customers' violations of the books and records provisions of the FCPA. Panalpina agreed to plead guilty to the charges. The agreements require the payment of a $70,560,000 criminal penalty.  The SEC acknowledges and appreciates the assistance of the Department of Justice's Fraud Section and the Federal Bureau of Investigation.  The SEC's investigation is continuing. 								
+								 
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diff --git a/raw/aaer/2010/AAER-3206.txt b/raw/aaer/2010/AAER-3206.txt
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index 0000000000000000000000000000000000000000..796e24bf130972cc0dcd2f4726bc27490acf6a77
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21728/ November 4, 2010  Accounting and Auditing Enforcement Release No. 3206 / November 4, 2010   SECURITIES AND EXCHANGE COMMISSION V. Noble Corporation , Case No. 4:10-cv-4336 (S.D. Tex.)  SEC Charges Noble with FCPA Violations  The Securities and Exchange Commission today announced a settlement with Noble Corporation (Noble) for violations of the Foreign Corrupt Practices Act (FCPA). The SEC alleged that Noble, an offshore drilling contractor headquartered in Switzerland with an office in Sugarland, Texas, made improper payments through its custom agents to officials of the Nigeria Customs Service to obtain permits and permit extensions necessary for operating offshore oil rigs in Nigeria. As part of the settlement, Noble will pay $5,576,998 in disgorgement and prejudgment interest.  The Commission's action against Noble was filed in coordination with a parallel criminal action brought by the United States Department of Justice, and several other federal civil and criminal actions against companies involved in oil operations in Nigeria.  The Commission's complaint, filed today in federal court in Houston, alleges that from January 2003 through May 2007, Noble authorized payments by its Nigerian subsidiary to its customs agent, believing that the agent would give portions of the payments to Nigerian government officials to induce them to grant temporary importation permits (TIPs) and TIP extensions for Noble's drilling rigs. Although Noble was required to move its rigs out of Nigeria when TIPs and any extensions had expired, it did not do so in order to avoid the costs of moving the rigs, the potential loss of profits, and the break in performance of rigs under contract. Noble used the customs agents to submit false documents to Nigerian Customs Service showing export and re-import of its drilling rigs when in fact the rigs never moved. Noble paid its customs agents to present these false documents to the Nigeria Customs Service (NCS) and, through the customs agents, made improper payments to officials of the NCS to process the false documents and issue new TIPS. Noble obtained eight TIPs with false documentation.  The Commission's complaint further alleges that Noble improperly recorded in its books and records the payments that its customs agent passed on to Nigerian government officials. Noble also failed to maintain internal controls to detect and prevent these payments.  In the Commission's settlement, Noble has agreed, without admitting or denying the allegations of the complaint, to the entry of a Court order enjoining it from violating the anti-bribery, books and records, and internal controls provisions of the federal securities laws. The order also requires that Noble disgorge ill-gotten gains of $4,294,933 and pay prejudgment interest of $1,282,065.  The settlement takes into consideration Noble's self-reporting and its substantial cooperation during the investigation, as well as its remediation efforts following its extensive internal review.  The Commission acknowledges the assistance and cooperation of the U.S. Department of Justice's Fraud Section, and the Federal Bureau of Investigation. 								
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diff --git a/raw/aaer/2010/AAER-3207.txt b/raw/aaer/2010/AAER-3207.txt
new file mode 100644
index 0000000000000000000000000000000000000000..6ac1ecbe674b3ad44012ddb993e7e1655dab1722
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+++ b/raw/aaer/2010/AAER-3207.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21729 / November 4, 2010  Accounting and Auditing Enforcement Release No. 3207 / November 4, 2010   Securities and Exchange Commission v. Tidewater Inc. , Civil Action No. 2:10-CV-04180 (U.S. District Court for the Eastern District of Louisiana)  The Securities and Exchange Commission today charged New Orleans-based shipping company Tidewater Inc. with violating the Foreign Corrupt Practices Act (FCPA) for paying bribes to foreign government officials in Azerbaijan disguised as payments for legitimate services. Tidewater is also charged with authorizing improper payments to customs officials in Nigeria that were inaccurately recorded as legitimate expenses in the Company's books and records.  The SEC alleges that Tidewater, directly or through its subsidiaries and agents, paid $160,000 in bribes to foreign government officials in Azerbaijan in 2001, 2003 and 2005 in order to influence acts and decisions by Azeri tax officials to resolve local audits in favor of a Tidewater subsidiary. The SEC further alleges that from January 2002 through March 2007, Tidewater, through a subsidiary, reimbursed approximately $1.6 million to its customs broker in Nigeria used to make improper payments to local Nigerian customs officials. These improper payments were made in order to induce the Nigerian officials to disregard regulatory requirements in Nigeria relating to the temporary importation of Tidewater's vessels into Nigerian waters. Tidewater improperly recorded these payments as legitimate expenses in its books and records.  The SEC's complaint charges that Tidewater violated Section 30A of the Securities Exchange Act of 1934 ("Exchange Act") by making illicit payments to Azeri government officials through its subsidiaries and agent. The complaint also charges Tidewater with violating Section 13(b)(2)(A) of the Exchange Act for improperly recording the Azeri and Nigerian payments in its books and records and Section 13(b)(2)(B) of the Exchange Act for failing to have adequate internal controls to detect and prevent the illegal payments.  Without admitting or denying the SEC's allegations, Tidewater has consented to a court order permanently enjoining it from future violations of these statutory provisions; and ordering it to pay $7,223,216 in disgorgement plus prejudgment interest of $881,146, and a $217,000 civil penalty. The Commission is not imposing an additional monetary penalty against Tidewater in light of a criminal fine the company agreed to pay to U.S. Department of Justice in a parallel criminal case involving substantially the same misconduct.  The SEC acknowledges the assistance of the U.S. Department of Justice, Fraud Section and the Federal Bureau of Investigation. 								
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+									             See Also:        SEC Complaint                   							  
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diff --git a/raw/aaer/2010/AAER-3208.pdf b/raw/aaer/2010/AAER-3208.pdf
new file mode 100644
index 0000000000000000000000000000000000000000..d441de6628501ff914fe15a5d1195792bfbafe5c
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diff --git a/raw/aaer/2010/AAER-3208.txt b/raw/aaer/2010/AAER-3208.txt
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index 0000000000000000000000000000000000000000..0eb47609bf8bed0b44216b1df6ca3dd0894bb2b9
--- /dev/null
+++ b/raw/aaer/2010/AAER-3208.txt
@@ -0,0 +1,196 @@
+ 
+ 
+ 
+UNITED STATES OF AMERICA 
+ before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63262 / November 5, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3208 / November 5, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14111 
+      
+ 
+      :  
+ :  
+ :   
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+      : PROCEEDINGS PURSUANT TO RULE 
+ Nicholas A. R. Dunning, ACA,   : 102(e) OF THE COMMISSION’S RULES OF 
+      : PRACTICE, MAKING FINDINGS, AND 
+ Respondent.    : IMPO SING REMEDIAL SANCTIONS 
+      :  
+      :  
+____________________________________ :   
+ 
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against 
+Nicholas A. R. Dunning (“Respondent” or “Dunning”) pursuant to Rule 102(e)(3)(i) of the 
+Commission’s Rules of Practice.
+1   
+                                                 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+ 
+ The Commission, with due regard to the public interest and without  preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 2
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+ 
+III. 
+ 
+ On the basis of this Order and Responde nt’s Offer, the Commission finds that:  
+ 
+ 1. Dunning, age 47, is and has been a non-practic ing Qualified Chartered 
+Accountant in the United Kingdom.  He served as Dell Inc.’s Vice President of Finance in the 
+Europe, Middle East, and Africa segment (“EMEA”) from 2001 to early 2004, Vice President of 
+Marketing for EMEA’s Home & Small Business (“HSB”) business unit in 2004, and HSB’s Vice 
+President and General Manager from 2004 until leaving the company in February 2007. 
+ 
+ 2. Dell was, at all relevant times, a Delaware corporation with its principal 
+place of business in Round Rock, Texas.  Dell is engaged in the business of providing electronic 
+products, including mobility products, desktop PCs, software, peripherals, servers, networking 
+equipment, and storage.  Dell also offers services, including infrastructure technology, consulting 
+and applications, and business process services
+.  At all relevant times, Dell’s common stock was 
+registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 
+(“Exchange Act”), and was quoted on the NASDAQ National Market System. 
+ 
+ 3. On October 13, 2010, a final judgment was entered against Dunning, 
+permanently enjoining him, by consent, from future violations of Section 13(b)(5) of the Exchange 
+Act and Rule 13b2-1 thereunder, and aiding and abetting violations of Sections 13(a), 13(b)(2)(A) 
+and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder, in the civil 
+action entitled Securities and Exchange Commission v. Dell Inc., et al., Civil Action Number 1:10-
+cv-01245-RJL, in the United States District Court for the District of Columbia.  Dunning was also 
+ordered to pay $1 in disgorgement and a $50,000 civil money penalty. 
+ 
+   4. The Commission’s complaint alle ged, among other things, that Dunning 
+engaged in improper accounting which resulted in Dell filing materially false and misleading 
+financial statements in the company’s Annual Report on Form 10-K for the fiscal years ended 
+January 31, 2003 and January 30, 2004, and in the company’s quarterly reports on Form 10-Q 
+for the third quarter of fiscal year 2003 and the first two quarters of fiscal year 2004.  The 
+Complaint alleged that Dunning circumvented Dell’s system of internal accounting controls and 
+falsified books, records, or accounts.  The Complaint alleged further that Dunning aided and 
+ 3
+abetted improper accounting practices that materially misstated Dell’s consolidated, and the 
+EMEA segment’s, annual and quarterly operating income in departure from Generally Accepted 
+Accounting Principles.  These practices included, among other things, creating, maintaining, and 
+releasing restructuring reserves, general reserves and other improper accruals, circumventing 
+Dell’s system of internal controls, and falsifying books, records, and accounts.  Dunning 
+consented to entry of the judgment without admitting or denying the allegations of the 
+complaint.  
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Dunning’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that: 
+ 
+ A. Dunning is suspended from appearing or practicing before the Commission as an 
+accountant. 
+ 
+ B. After 3 years from the date of this Order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+      
+       1. a preparer or reviewer, or a person responsible for the preparation or review, 
+of any public company’s financial statements that are filed with the Commission.  Such an 
+application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company for 
+which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+      
+  2.    an independent accountant.  Such an application must satisfy the 
+Commission that: 
+      
+           (a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+ 
+   (b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms of 
+or potential defects in the Respondent’s or the firm’s quality control system that would indicate 
+that the Respondent will not receive appropriate supervision; 
+   (c) Respondent has resolved all di sciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+ 
+ 4
+   (d) Respondent acknowledges his re sponsibility, as long as Respondent 
+appears or practices before the Commission as an independent accountant, to comply with all 
+requirements of the Commission and the Board, including, but not limited to, all requirements 
+relating to registration, inspections, concurring partner reviews and quality control standards. 
+      
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his status as an accountant is 
+current and he has resolved all other disciplinary issues with the applicable board of 
+accountancy.  However, if resolution of any disciplinary action by a board of accountancy is 
+dependent on reinstatement by the Commission, the Commission will consider an application 
+on its other merits.  The Commission’s review may include consideration of, in addition to 
+the matters referenced above, any other matters relating to Respondent’s character, integrity, 
+professional conduct, or qualifications to appear or practice before the Commission. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 5
+ 
+Service List 
+ 
+ Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions (“Order”), on the Respondent and his legal 
+agent. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+ 
+Ian Rupell, Esq. 
+Division of Enforcement 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-5561 
+ 
+Mr. Nicholas A. R. Dunning 
+c/o F. Joseph Warin, Esq. 
+Gibson, Dunn & Crutcher LLP 
+1050 Connecticut Avenue, N.W. 
+Washington, DC 20036-5306 
+ 
+F. Joseph Warin, Esq. 
+Gibson, Dunn & Crutcher LLP 
+1050 Connecticut Avenue, N.W. 
+Washington, DC 20036-5306 
+(Counsel for Nicholas A. R. Dunning) 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3209.pdf b/raw/aaer/2010/AAER-3209.pdf
new file mode 100644
index 0000000000000000000000000000000000000000..e2c61be817579d90a23b13400757e1bfffc5705a
Binary files /dev/null and b/raw/aaer/2010/AAER-3209.pdf differ
diff --git a/raw/aaer/2010/AAER-3209.txt b/raw/aaer/2010/AAER-3209.txt
new file mode 100644
index 0000000000000000000000000000000000000000..611056594ce23cd275e75b40042ad721d144fe01
--- /dev/null
+++ b/raw/aaer/2010/AAER-3209.txt
@@ -0,0 +1,201 @@
+ UNITED STATES OF AMERICA 
+ before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63263 / November 5, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3209 / November 5, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14112  
+      
+ 
+      :  
+ :  
+ :   
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+      : PROCEEDINGS PURSUANT TO RULE 
+  RANDALL D. IMHOFF  (CPA), : 102(e)  OF THE COMMISSION’S RULES OF 
+      : PRACTICE, MAKING FINDINGS, AND 
+  Respondent.   : IMPO SING REMEDIAL SANCTIONS 
+      :  
+      :  
+____________________________________ :  
+   
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Randall 
+D. Imhoff (“Respondent” or “Imhoff”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1   
+ 
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+                                                
+ 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+ 
+ The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . 
+suspend from appearing or practicing before it any . . . accountant . . . who has been by name . . . permanently 
+enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the 
+Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of 
+the rules and regulations thereunder.
+ 
+ 2
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+ 
+III. 
+ 
+ On the basis of this Order and Responde nt’s Offer, the Commission finds that:  
+ 
+ 1. Imhoff, age 48, is and has been a certified public accountant licensed to 
+practice in the State of Texas.  Imhoff joined Dell Inc. (“Dell”) in February 2000 as Corporate 
+Assistant Controller and was named Finance Director for U.S. Small and Medium Businesses in 
+September 2003.  He was named Finance Director for Global I/T in November 2005, a position he 
+retained until he left Dell in April 2007. 
+ 
+ 2. Dell is a Fortune 50 company in the business of providing electronic 
+products, including mobility products, desktop PCs, peripherals, servers, networking equipment, 
+and storage.  Dell also offers services, including software, infrastructure technology, consulting 
+and applications, and business process services.  Dell was incorporated in Delaware in 1984 and is 
+based in Round Rock, Texas.  Since July 2006, Dell’s common stock has been registered with the 
+Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) 
+and is traded on the NASDAQ Global Select Market.  During the prior relevant period, Dell’s 
+common stock was registered with the Commission under Section 12(g) of the Exchange Act and 
+quoted on the Nasdaq National Market System. 
+ 
+ 3. On August 27, 2010, the Commission filed a complaint against Imhoff in 
+the United States District Court for the District of Columbia in SEC v. Imhoff
+ (Civil Action No. 
+1:10-cv-01465).  On October 13, 2010, the court entered an order permanently enjoining Imhoff, 
+by consent, from future violations of Exchange Act Section 13(b)(5) and Rules 13b2-1 and 13b2-2 
+thereunder, and from aiding and abetting violations of Exchange Act Sections 13(a), 13(b)(2)(A), 
+and 13(b)(2)(B) and Rules 12b-20, 13a-1, and 13a-13 thereunder.  Imhoff was also ordered to pay 
+$12,852 in disgorgement of ill-gotten gains, $6,197 in prejudgment interest, and a $25,000 civil 
+money penalty. 
+ 
+  4. The Commission’s complaint alle ged, among other things, that Imhoff 
+engaged in improper accounting which resulted in Dell filing materially false and misleading 
+financial statements in the company’s annual reports on Forms 10-K and quarterly reports on 
+Forms 10-Q from fiscal year 2002 to fiscal year 2004.  The Complaint alleged that Imhoff 
+rendered substantial assistance to Dell’s improper use of general reserves, including the 
+“Corporate Contingencies,” a Corporate restructuring reserve, bonus and profit sharing accruals, 
+certain reserves in Dell’s Europe, Middle East and Africa segment, and relocation accruals.   It 
+further alleged that, with regard to the Corporate restructuring reserve established in fiscal year 
+2002, Imhoff tracked excess accruals, directed the re-designation of excess accruals to other 
+liability accounts, and worked with others to utilize excess for unrelated operating expenses.  With 
+regard to the “Corporate Contingencies,” the Complaint alleged that Imhoff instructed others at 
+ 3
+Dell to maintain general reserves in “Corporate Contingencies” so they could be used for 
+unrelated operating expenses in later periods.  The complaint also alleged that Imhoff provided 
+substantial assistance with respect to Dell’s maintenance of bonus and profit sharing over-accruals 
+from quarter to quarter and its periodic release of over-accruals from prior periods to offset 
+current operating expenses.  It also alleged that Imhoff provided substantial assistance with 
+respect to Dell’s failure to record a required reserve for the Las Cimas liability. 
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Imhoff’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that: 
+ 
+ A. Imhoff is suspended from appearing or practicing before the Commission as an 
+accountant. 
+ 
+ B. After three years from the date of this  order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+ 
+  1. a preparer or reviewer, or a pe rson responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+ 
+  2. an independent accountant.  Su ch an application must satisfy the 
+Commission that: 
+      
+           (a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+ 
+   (b) Respondent, or the registered  public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision; 
+   (c) Respondent has resolved all di sciplinary issues with the Board and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+ 
+   (d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+ 4
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards.   
+ 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy.  However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 5
+Service List 
+ 
+ Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions (“Order”), on the Respondent and his legal 
+agent. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+ 
+James Blenko, Esq. 
+Division of Enforcement 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-5561 
+ 
+Mr. Randall D. Imhoff 
+c/o Michael Missal, Esq. 
+K&L Gates LLP 
+1601 K Street, N.W. 
+Washington, DC 20006 
+ 
+Michael Missal, Esq. 
+K&L Gates LLP 
+1601 K Street, N.W. 
+Washington, DC 20006  
+(Counsel for Randall D. Imhoff) 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3210.txt b/raw/aaer/2010/AAER-3210.txt
new file mode 100644
index 0000000000000000000000000000000000000000..328995904cff7af419f51d466571c036ac40a619
--- /dev/null
+++ b/raw/aaer/2010/AAER-3210.txt
@@ -0,0 +1,198 @@
+ UNITED STATES OF AMERICA 
+ before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63264 / November 5, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3210 / November 5, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14113
+      
+ 
+      :  
+ :  
+ :   
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+      : PROCEEDINGS PURSUANT TO RULE 
+  ROBERT W. DAVIS (CPA),   : 102(e)  OF THE COMMISSION’S RULES OF 
+      : PRACTICE, MAKING FINDINGS, AND 
+  Respondent.   : IMPO SING REMEDIAL SANCTIONS 
+      :  
+      :  
+____________________________________ :  
+   
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Robert 
+W. Davis (“Respondent” or “Davis”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1   
+ 
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+                                                
+ 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+ 
+ The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . 
+suspend from appearing or practicing before it any . . . accountant . . . who has been by name . . . permanently 
+enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the 
+Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of 
+the rules and regulations thereunder.
+ 
+ 2
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+ 
+III. 
+ 
+ On the basis of this Order and Responde nt’s Offer, the Commission finds that:  
+  
+ 1. Davis, age 51, is an d has been a certified public accountant licensed to 
+practice in the Commonwealth of Virginia.  Davis joined Dell Inc. (“Dell”) in 1996.  In 2001, he 
+was named Vice President of Corporate Planning and Reporting.  In November 2002, Davis was 
+named Vice President of Corporate Finance and Chief Accounting Officer, positions he retained 
+until he left Dell in February 2005. 
+ 
+ 2. Dell is a Fortune 50 company in the business of providing electronic 
+products, including mobility products, desktop PCs, peripherals, servers, networking equipment, 
+and storage.  Dell also offers services, including software, infrastructure technology, consulting 
+and applications, and business process services.  Dell was incorporated in Delaware in 1984 and is 
+based in Round Rock, Texas.  Since July 2006, Dell’s common stock has been registered with the 
+Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) 
+and is traded on the NASDAQ Global Select Market.  During the prior relevant period, Dell’s 
+common stock was registered with the Commission under Section 12(g) of the Exchange Act and 
+quoted on the Nasdaq National Market System. 
+ 
+ 3. On August 27, 2010, th e Commission filed a complaint against Davis in the 
+U.S. District Court for the District of Columbia captioned Securities and Exchange Commission v. 
+Robert W. Davis (Civil Action No. 1:10-cv-01464).  On October 13, 2010, the court entered an 
+order permanently enjoining Davis, by consent, from future violations of Section 17(a)(2) and 
+Section 17(a)(3) of the Securities Act of 1933 (“Securities Act”), Exchange Act Section 13(b)(5) 
+and Rules 13b2-1 and 13b2-2 thereunder, and from aiding and abetting violations of Exchange Act 
+Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) and Rules 12b-20, 13a-1, and 13a-13 thereunder.  
+Davis was also ordered to pay $19,080 in disgorgement of ill-gotten gains, $9,078 in prejudgment 
+interest, and a $175,000 civil money penalty. 
+  
+  4. The Commission’s complaint alle ges, among other things, that Dell 
+fraudulently committed various accounting violations through the conduct of Davis and others.  
+The Commission’s complaint also alleges that Davis directed and engaged in improper accounting 
+that resulted in Dell filing materially false and misleading financial statements in the company’s 
+annual reports on Form 10-K and in the company’s quarterly reports on Form 10-Q from FY02 to 
+FY05.  The Complaint alleges that Davis directed Dell’s improper use of reserves, including the 
+Strat Fund and other “Corporate Contingencies,” accrued relocation accruals, a Corporate 
+restructuring reserve, and bonus and profit-sharing accruals.  The Commission’s complaint alleges 
+further that Davis directed others to maintain and track excess reserves and to use excess reserves 
+from prior periods to offset unforecasted expenses in order to meet financial targets.  The 
+ 3
+complaint also alleges that Davis was involved in Dell’s improper accounting with respect to 
+Dell’s Europe, Middle East, and Africa segment restructuring reserve and Dell’s failure to increase 
+its reserves for Las Cimas liabilities. 
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Davis’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that: 
+ 
+ A. Davis is suspended fr om appearing or practicing before the Commission as an 
+accountant. 
+ 
+ B. After five years from the date of th is order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+ 
+  1. a preparer or reviewer, or a pe rson responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+ 
+  2. an independent accountant.  Su ch an application must satisfy the 
+Commission that: 
+      
+           (a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+ 
+   (b) Respondent, or the registered  public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision; 
+   (c) Respondent has resolved all di sciplinary issues with the Board and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+ 
+   (d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards.   
+ 4
+ 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy.  However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 5
+Service List 
+ 
+ Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions (“Order”), on the Respondent and his legal 
+agent. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+ 
+Shelby Hunt, Esq. 
+Division of Enforcement   
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-5561 
+ 
+Mr. Robert W. Davis 
+c/o Lawrence Iason, Esq. 
+Morvillo, Abramowitz, Grand, Iason, Anello & Bohrer P.C. 
+565 Fifth Avenue  
+New York, NY 10017 
+ 
+Lawrence Iason, Esq. 
+Morvillo, Abramowitz, Grand, Iason, Anello & Bohrer, P.C. 
+565 Fifth Avenue  
+New York, NY  10017 
+(Counsel for Robert W. Davis) 
+ 
+ 
\ No newline at end of file
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index 0000000000000000000000000000000000000000..532f781ab7f8370586454419a82563c5429c4c93
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new file mode 100644
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@@ -0,0 +1,200 @@
+ 
+ 
+ 
+UNITED STATES OF AMERICA 
+ before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63265 / November 5, 2010 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3211 / November 5, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14114  
+      
+ 
+      :  
+ :  
+ :   
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+      : PROCEEDINGS PURSUANT TO RULE 
+                Le slie L. Jackson, CPA,   : 102(e)  OF THE COMMISSION’S RULES OF 
+      : PRACTICE, MAKING FINDINGS, AND 
+  Respondent.   : IMPO SING REMEDIAL SANCTIONS 
+      :  
+      :  
+____________________________________ :   
+ 
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Leslie 
+L. Jackson (“Respondent” or “Jackson”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules 
+of Practice.
+1   
+ 
+                                                 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+ 
+ The Commission, with due regard to the public interest and without  preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 2
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over her and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+ 
+III. 
+ 
+ On the basis of this Order and Responde nt’s Offer, the Commission finds that:  
+ 
+ 1. Jackson, age 45, has been a certified public accountant licensed to practice in 
+the State of Texas but did not renew her license in December 2008.  She served as Dell Inc.’s 
+(“Dell”) Director of Financial Reporting from October 2001 to June 2003, Corporate Assistant 
+Controller from June 2003 to January 2005, and Director of Global Finance Systems from January 
+2005 until she left Dell in 2008.   
+ 
+ 2. Dell was, at all relevant times, a Delaware corporation with its principal 
+place of business in Round Rock, Texas.  Dell is engaged in the business of providing electronic 
+products, including mobility products, desktop PCs, software, peripherals, servers, networking 
+equipment, and storage.  Dell also offers services, including infrastructure technology, consulting 
+and applications, and business process services
+.  At all relevant times, Dell’s common stock was 
+registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 
+(“Exchange Act”), and was quoted on the NASDAQ National Market System. 
+ 
+ 3. On October 13, 2010, a final judgment was entered against Jackson, 
+permanently enjoining her, by consent, from future violations of Section 13(b)(5) of the Exchange 
+Act and Rules 13b2-1 and 13b2-2 thereunder, and from aiding and abetting violations of Sections 
+13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 
+thereunder, in the civil action entitled Securities and Exchange Commission v. Dell Inc., et al., 
+Civil Action Number 1:10-cv-01245-RJL, in the United States District Court for the District of 
+Columbia. 
+ 
+  4. The Commission’s complaint alle ged, among other things, that Dell 
+engaged in improper accounting which resulted in the company filing materially false and 
+misleading financial statements in its annual reports on Form 10-K for the fiscal years ended 
+February 1, 2002, January 31, 2003, January 30, 2004, and January 28, 2005, and in the 
+company’s quarterly reports on Form 10-Q for the first three quarters of fiscal years 2002 
+through 2004 and for the first two quarters of 2005.  The Complaint alleged that Jackson 
+knowingly circumvented or failed to implement Dell’s system of internal accounting controls 
+ 3
+and falsified Dell’s books, records, or accounts.  The Complaint also alleged that Jackson aided 
+and abetted improper accounting practices that materially misstated Dell’s annual and quarterly 
+financial statements.  The Complaint alleged that Dell received substantial assistance in 
+connection with the corporate contingencies from Jackson, and that Jackson knew or was 
+reckless in not knowing that Dell improperly maintained excess reserves in the corporate 
+contingencies for use in future periods.  The Complaint also alleged that Jackson reviewed and 
+approved the Forms 10-K and 10-Q that materially misstated Dell’s financial results because of 
+Dell’s improper accounting for the corporate contingencies.  The Complaint also alleged that 
+Jackson made material misrepresentations to Dell’s independent auditors.   
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Jackson’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that: 
+ 
+ A. Jackson is suspended from appearing or practicing before the Commission as an 
+accountant.   
+ 
+ B. After 3 years from the date of this Order, Respondent may request that the 
+Commission consider her reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+      
+       1. a preparer or reviewer, or a person responsible for the preparation or review, 
+of any public company’s financial statements that are filed with the Commission.  Such an 
+application must satisfy the Commission that Respondent’s work in her practice before the 
+Commission will be reviewed either by the independent audit committee of the public company for 
+which she works or in some other acceptable manner, as long as she practices before the 
+Commission in this capacity; and/or 
+      
+  2.    an independent accountant.  Such an application must satisfy the 
+Commission that: 
+      
+           (a) Respondent, or the public accounting firm with which she is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+ 
+   (b) Respondent, or the registered public accounting firm with which she 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms of 
+or potential defects in the Respondent’s or the firm’s quality control system that would indicate 
+that the Respondent will not receive appropriate supervision; 
+   (c) Respondent has resolved all di sciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+ 4
+ 
+   (d) Respondent acknowledges her responsibility, as long as Respondent 
+appears or practices before the Commission as an independent accountant, to comply with all 
+requirements of the Commission and the Board, including, but not limited to, all requirements 
+relating to registration, inspections, concurring partner reviews and quality control standards.   
+      
+ C. The Commission will consider an a pplication by Respondent to resume 
+appearing or practicing before the Commission provided that her state CPA license is current 
+and she has resolved all other disciplinary issues with the applicable state boards of 
+accountancy.  However, if state licensure is dependent on reinstatement by the Commission, 
+the Commission will consider an application on its other merits.  The Commission’s review 
+may include consideration of, in addition to the matters referenced above, any other matters 
+relating to Respondent’s character, integrity, professional conduct, or qualifications to appear 
+or practice before the Commission. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 5
+Service List 
+ 
+ Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions (“Order”), on the Respondent and her legal 
+agent. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+ 
+Jonathan M. Jacobs, Esq. 
+Division of Enforcement 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-5561 
+ 
+Ms. Leslie L. Jackson 
+c/o Samuel J. Winer, Esq. 
+Foley & Lardner LLP 
+Washington Harbour 
+3000 K Street, N.W., Suite 500 
+Washington, DC 20007-5143 
+ 
+Samuel J. Winer, Esq. 
+Foley & Lardner LLP 
+Washington Harbour 
+3000 K Street, N.W., Suite 500 
+Washington, DC 20007-5143  
+(Counsel for Leslie L. Jackson) 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3212.txt b/raw/aaer/2010/AAER-3212.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2323129217e14aa771ee7abf732c9be0b860ddd4
--- /dev/null
+++ b/raw/aaer/2010/AAER-3212.txt
@@ -0,0 +1,1355 @@
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21733 / November 9, 2010  Accounting and Auditing Enforcement Release No. 3212 / November 9, 2010   Securities and Exchange Commission v. Duane Martin and Gary Trump , Civil Action No. 09-cv-05259 (N.D.Ill.)  SEC OBTAINS OFFICER AND DIRECTOR BAR AGAINST DUANE MARTIN, FORMER CEO OF UNIVERSAL FOOD & BEVERAGE CO.  On November 2, 2010, the District Court for the Northern District of Illinois entered a Final Judgment against Duane Martin in a civil action brought by the United States Securities & Exchange Commission (the Commission). Martin had been charged with a string of federal securities law violations committed during his tenure as Chief Executive Officer of the now-defunct Universal Food & Beverage Company. The judgment in  SEC v. Duane Martin, et al. , 09-cv-05259 (N.D. Ill.) permanently enjoins Martin from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (the Securities Act), and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (the Exchange Act) and Rules 10b-5, 13b2-1, and 13b2-2 thereunder, and from aiding and abetting Universal's violations of Sections 13(a), 13(b)(2)(A), and 13(k) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder. It also permanently bars him from participating in any penny stock offerings and from serving as an officer or director of a public company. The Court's Order was entered based on Martin's Consent to Final Judgment in which he neither admitted nor denied the allegations in the Commission's Complaint.  In its Complaint, the Commission alleged that Martin violated the registration provisions by improperly registering a Universal stock offering using Form S-8 ¢€" a registration method that is meant to cover offerings to bona fide employees and consultants of the company ¢€" and then surreptitiously directed the S-8 shares to stock promoters and Martin's personal creditors. The Complaint also alleges that Martin violated the antifraud provisions for multiple material misrepresentations and omissions to Universal's investors designed to hide the fact that Martin (a) improperly paid himself deferred salary, (b) had misappropriated company assets to pay himself and his creditors, (c) funneled S-8 shares to stock promoters and his creditors, and (d) took $234,430.66 in short-term loans from Universal in violation of Section 13(k) of the Exchange Act. To hide his self-dealing, Martin misled Universal's outside auditor and forged invoices to disguise payments he directed to his creditors. In so doing, Martin violated the Exchange Act's books and records provisions and aided and abetted Universal's violations of the Exchange Act's reporting provisions.  On Mar. 16, 2010 ¢€" based largely on the same set of facts developed in the Commission's investigation ¢€" the United States Attorney's Office for the Northern District of Illinois (the USAO) brought a criminal wire fraud charge against Martin. Martin pled guilty and, on Jul. 13, 2010, was sentenced to 41 months in prison and ordered to pay $618,441 in restitution to Universal's creditors. The Commission recognizes the efforts of the USAO and the Chicago Office of the Federal Bureau of Investigation in resolving this case. 								
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diff --git a/raw/aaer/2010/AAER-3213.txt b/raw/aaer/2010/AAER-3213.txt
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+++ b/raw/aaer/2010/AAER-3213.txt
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+              U.S. SECURITIES AND EXCHANGE COMMISSION  Litigation Release No. 21735 / November 10, 2010  Accounting and Auditing Enforcement Release No. 3213 / November 10, 2010   Securities and Exchange Commission v. LocatePlus Holdings Corporation,  1:10-CV-11751 (D. Mass. October 14, 2010)  SEC CHARGES FORMER CEO AND CFO OF MASSACHUSETTS INFORMATION TECHNOLOGY COMPANY WITH SECURITIES FRAUD  The Securities and Exchange Commission today charged Jon Latorella of Marblehead, Massachusetts, and James Fields of Brookline, Massachusetts, the former CEO and CFO respectively of LocatePlus Holdings Corporation ("LocatePlus"), with securities fraud concerning a scheme to fraudulently inflate revenue at LocatePlus as well as a scheme to manipulate the stock of another company.  LocatePlus is a Massachusetts-based information technology company that sells on-line access to public record databases for investigative searches.  The Commission previously charged LocatePlus for its role in this case in a complaint filed on October 14, 2010.  Today's action amends that complaint to add Latorella and Fields as defendants to the case.      According to the amended complaint, filed in federal court in Boston, Latorella and Fields orchestrated two separate schemes to commit securities fraud.  In the first scheme, the Commission alleges that all three defendants engaged in securities fraud by misleading LocatePlus' investors about the company's funding and revenue.  The amended complaint charges that Latorella and Fields fraudulently inflated the company's publicly-reported revenue for fiscal years 2005 and 2006 by creating a fictitious customer called "Omni Data."  LocatePlus then improperly recognized millions of dollars in payments from Omni Data as revenue.  As the amended complaint alleges, Omni Data was actually funded by approximately $2 million in cash routed through entities secretly controlled by Latorella and Fields.   According to the amended complaint, beginning in 2005, Latorella and Fields also masterminded another fraudulent scheme to manipulate the market for stock in Paradigm Tactical Products, Inc., a Massachusetts-based company that sold hand-held metal detectors.  The amended complaint charges that Latorella and Fields, who were a founder and a Director of Paradigm respectively, caused Paradigm to issue shares to brokerage accounts that appeared to be owned by independent investors, but were secretly controlled by Latorella.  According to the amended complaint, Latorella and Fields failed to register the sale of these shares as the securities laws require and made misrepresentations to get these shares quoted on a public market.  Then, after causing the publication of false press releases in an attempt to increase Paradigm's stock price, Latorella sold the shares he secretly controlled into the public market at an artificially inflated price, again in unregistered transactions.  Some of the proceeds of these sales were transferred to Omni Data, and used to fund payments to LocatePlus.  The SEC's amended complaint charges Latorella, Fields and LocatePlus, variously, with violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a),13(b)(2)(A), 13(b)(2)(B), 13(b)(5) of the Securities Exchange Act of 1934  and Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, 13b2-1 and 13b2-2 thereunder, and seeks, against all defendants, civil injunctions, disgorgement and civil penalties and, against Fields and Latorella, bars against serving as an officer or director of any public company and against participating in an offering of penny stock.   Separately, the U.S. Attorney's Office for the District of Massachusetts today filed an indictment charging Latorella and Fields with criminal violations based on the same misconduct.  The SEC also acknowledges the assistance of the New England Field Division of the Federal Bureau of Investigation, the Boston Field Division of the Internal Revenue Service and the Massachusetts Securities Division.   The Commission's investigation is continuing.  In April 2010, the SEC filed a settled civil injunctive action against Paradigm's former president Daniel O'Riordan, alleging violations of the anti-fraud and registration provisions of the federal securities laws in connection with the scheme involving Paradigm outlined above.  O'Riordan consented to the entry of a permanent injunction as well as a permanent officer-director bar and a permanent penny stock bar.  In addition, O'Riordan pled guilty to committing criminal securities fraud relating to his conduct relating to Paradigm, and is scheduled to be sentenced on December 2, 2010 by the Honorable Mark L. Wolf in the District of Massachusetts.   For further information, see  Litigation Release No. 21474  (April 2, 2010);  Litigation Release No. 21692  (October 14, 2010) 								
+								 
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diff --git a/raw/aaer/2010/AAER-3214.pdf b/raw/aaer/2010/AAER-3214.pdf
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+                                                 
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+ UNITED STATES OF AMERICA 
+ before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No.  63356 / November 22, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3214 / November 22, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14134 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING 
+: ADMINISTRATIVE PROCEEDINGS 
+ CATHERINE ROZANSKI (CPA), : PURSUANT TO RULE 102(e) OF THE  
+: COMMISSION’S RULES OF PRACTICE, 
+Respondent. : MAKING FINDINGS, AND IMPOSING 
+: REMEDIAL SANCTIONS 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against 
+Catherine Rozanski (“Respondent” or “Rozansk i”) pursuant to Rule 102(e)(3)(i) of the 
+Commission’s Rules of Practice.
+1 
+Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public  interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any c ourt of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Co mmission, from violating or aiding and abetting 
+the violation of any provision of the Federal secu rities laws or of the rules and regulations 
+thereunder. 
+1 
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+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) whic h the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisd iction over her and the subject matter of these 
+proceedings, and the findings contained in Section III.3. below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Maki ng Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Rozanski, age 42, is and has been a certified public accountant licensed to 
+practice in the State of Michigan since 1992. Rozanski served as Director of Financial 
+Accounting and Reporting at Delphi Corporatio n (“Delphi”) from April 2001 to 2004. She was 
+separated by the company in 2005.  As Dir ector of Financial Accounting and Reporting, 
+Rozanski was consulted for Generally Accepte d Accounting Principles (“GAAP”) accounting 
+guidance. 
+2. Delphi was, at all relevant times,  an auto parts supplier headquartered in 
+Troy, Michigan.  It was incorporated in Delaware in 1998.  At all relevant times, Delphi’s common 
+stock was registered with the Commission pursuant to Section 12(b) of the Securities Exchange 
+Act of 1934 (“Exchange Act”) and was listed on the New York Stock Exchange (“NYSE”) under 
+the symbol “DPH.” 
+3. On October 30, 2006, the Commission filed a comp laint against Rozanski 
+and others in SEC v. Delphi Corporation and Catherine Rozanski, et al. (Civil Action No. 2:06-cv-
+14891-AC-SDP).  On November 17, 2010, the court entered an order permanently enjoining 
+Rozanski, by consent, from future violations of Section 17(a) of  the Securities Act of 1933, and 
+Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder, and 
+aiding and abetting violations of Sections 10 (b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the 
+Exchange Act and Rules 10b-5, 12b-20, and13a-1 thereunder.  Rozanski was also ordered to pay a 
+$40,000 civil money penalty. 
+4. The Commission’s Complaint alleged, among other things, that Rozanski 
+engaged in a fraudulent scheme which resulted in Delphi filing materially false and misleading 
+financial statements in the company’s annual report on Form 10-K for the fiscal year ended 
+December 31, 2001.  Specifically, the Complaint alleged that Delphi improperly recorded a $20 
+million payment from an information technology (“IT”) company in December 2001, made in 
+connection with a new IT contract between th e IT company and Delphi, as a reduction in 
+expense, although the payment was in substance a loan which Delphi was required to repay with 
+-2-
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+ 
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+      
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+ 
+interest. The Complaint alleged that, when the IT contract was signed, Delphi agreed to repay the 
+$20 million over 5 years with interest, through an intentionally opaque scheme involving 
+accelerated payments on other IT company se rvice invoices, and using a supplier finance 
+program; because the $20 million was refundable, it contravened GAAP to record the $20 
+million as an immediate reduction of IT expense instead of a Delphi liability to the IT company. 
+In connection with the payment, Delphi allegedl y entered into a false side letter with the IT 
+company which was intended to mislead Delphi’s auditors as to the correct accounting treatment 
+for the transaction.  The Complaint alleged that Rozanski, knowing that the $20 million payment 
+was tied to the new contract and in substance a loan to Delphi, conducted meetings and 
+discussions leading to the signing of the releva nt contract and the payment of the $20 million. 
+The Complaint further alleged that Rozanski dir ected the drafting of versions of a false and 
+misleading side letter to mislead Delphi’s auditors and make the transaction appear legitimate. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Rozanski’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Rozanski is suspended from appearing or practicing before the Commission as an 
+accountant. 
+B. After three (3) years from the date of th is order, Respondent may request that the 
+Commission consider her reinstatement by submitting an application (attention: Office of the Chief 
+Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person respons ible for the preparation or 
+review, of any public company’s financial statemen ts that are filed with the Commission.  Such 
+an application must satisfy th e Commission that Respondent’s work  in her practice before the 
+Commission will be reviewed either by the inde pendent audit committee of the public company 
+for which she works or in some other acceptable manner, as long as she practices before the 
+Commission in this capacity; and/or
+ 2. an independent accountant. Such an applicatio n must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which she is 
+associated, is registered with the Public Co mpany Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which 
+she is associated, has been inspected by the Bo ard and that inspection did not identify any 
+criticisms of or potent ial defects in the Respondent’s or the firm’s quality control system that 
+would indicate that the Respondent will not receive appropriate supervision; 
+-3-
+ 
+   
+ 
+      
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+(c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of a ny sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges her responsibility, as long as 
+Respondent appears or practices  before the Commission as an independent accountant, to 
+comply with all requirements of the Commission a nd the Board, including, but not limited to, all 
+requirements relating to registration, inspections , concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume appearing 
+or practicing before th e Commission provided that  her state CPA license is current and she has 
+resolved all other disciplinary issues with the appli cable state boards of accountancy.  However, 
+if state licensure is dependent on reinst atement by the Commission, the Commission will 
+consider an application on its other merits.  The Commission’s review may include consideration 
+of, in addition to the matters referenced above, any other ma tters relating to Respondent’s 
+character, integrity, professional conduct, or qualifications to a ppear or practice before the 
+Commission. 
+ By the Commission.
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+-4-
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+Service List 
+Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions (“Order”) on the Respondent and her legal 
+agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge
+ 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Andrew Sporkin, Esq. 
+Division of Enforcement 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-6041-B 
+Ms. Catherine Rozanski
+ 
+c/o David F. DuMouchel, Esq. 
+BUTZEL LONG 
+150 W. Jefferson, Suite 100  
+Detroit, MI 48226-4430 
+David F. DuMouchel, Esq. 
+BUTZEL LONG 
+150 W. Jefferson, Suite 100  
+Detroit, MI 48226-4430 
+ (Counsel for Catherine Rozanski) 
+-5-
\ No newline at end of file
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@@ -0,0 +1,1355 @@
+
+
+ 
+ 
+   
+     
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+ 
+
+     
+     
+     SEC.gov | Jacob (“Kobi”) Alexander, et al. 
+     
+     
+     
+     
+     
+     
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+              Litigation Release No. 21753 / November 23, 2010  Accounting and Auditing Release No. 3215 / November 23, 2010   Securities and Exchange Commission v. Jacob ("Kobi") Alexander, et al. , United States District Court for the Eastern District of New York, Civil Action No. 06-CV-3844 (E.D.N.Y.) (NGG)  SEC SETTLES OPTIONS BACKDATING CASE AGAINST JACOB "KOBI" ALEXANDER, FORMER CEO OF COMVERSE TECHNOLOGY, INC.; RELIEF INCLUDES OFFICER-AND-DIRECTOR BAR AND MORE THAN $53 MILLION IN DISGORGEMENT, PREJUDGMENT INTEREST, AND CIVIL PENALTIES  The Securities and Exchange Commission today settled civil charges against Jacob "Kobi" Alexander, the co-founder and former Chairman and Chief Executive Officer of Comverse Technology, Inc., arising out of his role in the company's long-running stock options backdating scheme.  This settlement resolves the Commission's long-standing action against Alexander.  Under the terms of the settlement, Alexander will pay $47.6 million in disgorgement and prejudgment interest and a $6 million penalty, which is one of the largest penalties ever imposed in a stock options backdating case.  Alexander will also be permanently enjoined from violating the antifraud and related provisions of the federal securities laws and will be permanently barred from serving as an officer or director of a public company.  On August 9, 2006, the Commission filed a civil action in U.S. District Court for the Eastern District of New York alleging that Alexander and two other former Comverse senior executives engaged in a decade-long fraudulent scheme to grant in-the-money options to themselves and to others by backdating stock option grants to coincide with historically low closing prices of Comverse common stock.  The Complaint also alleges that Alexander created a slush fund of backdated options by causing options to be granted to fictitious employees and, later used these options, some of which were made immediately exercisable, to recruit and retain key personnel.  As part of the scheme, the former executives made material misrepresentations to Comverse investors regarding Comverse's stock option grants, including representing that the options had been granted at exercise prices equal to fair market value on the grant dates and concealing that Comverse was required to but had not recorded compensation expenses relating to such grants.  As a result, Comverse materially overstated its net income and earnings per share for more than a decade.   Without admitting or denying the allegations of the Commission's Complaint, Alexander consented to the entry of a final judgment permanently enjoining him from violating Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(b)(5), 14(a), and 16(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 13b2-1, 13b2-2, 14a-9, and 16a-3 thereunder, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder.  The proposed final judgment, orders Alexander to pay $26,206,298 in disgorgement, plus prejudgment interest of $21,442,157, for a total of $47,648,455, and a $6 million civil penalty, and permanently prohibits him from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act.  Under the terms of the proposed judgment, Alexander's disgorgement and prejudgment interest will be deemed satisfied by the entry of a forfeiture order in a civil forfeiture action against Alexander's assets in the United States District Court for the Eastern District of New York.  Subject to the Court's approval, the forfeited funds will be distributed to investors in accordance with the terms of the related class and derivative action settlements.  Separately, the United States Attorney's Office for the Eastern District of New York today filed a stipulation of settlement of their civil forfeiture action against certain of Mr. Alexander's assets ( United Statesv. All Funds on Deposit at Citigroup Smith Barney Account No. 600-00338 Held in the Name of Kobi Alexander and Citigroup Smith Barney Account No. 600-27694 Held in the Name of Kobi J. Alexander , No. 06-CV-3730-NGG-RER (E.D.N.Y.)).  This settlement is subject's the court's approval.   For further information, see Litigation Release Nos.  19796  (August 9, 2006),  19878  (October 24, 2006),  19964  (January 10, 2007). 								
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+
+     
+   
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+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63473 / December 8, 2010  
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3216 / December 8, 2010 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14155 
+ 
+ 
+ 
+In the Matter of 
+ 
+PAUL R. BECKWITH (CPA), 
+ 
+Respondent. 
+ 
+ 
+ 
+ 
+ORDER INSTITUTING  
+ADMINISTRATIVE PROCEEDINGS 
+PURSUANT TO RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS 
+ 
+ 
+ 
+ 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Paul R. 
+Beckwith, CPA (“Respondent” or “Beckwith”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.1   
+ 
+                                                 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+ 
+ The Commission, with due regard to the public interest and without  preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 2
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+ 
+III. 
+ 
+ On the basis of this Order and Responde nt’s Offer, the Commission finds that:  
+ 
+ 1. Beckwith, age 38, is and has been a certified public accountant licensed to 
+practice in the State of Utah.  He served as an assistant controller of TheraDoc, Inc. (“TheraDoc”), a 
+subsidiary of Hospira, Inc. (“Hospira”), from at least February 2009 until September 28, 2010. 
+ 
+ 2. Hospira is a Delaware corporation with its principal place of business in 
+Lake Forest, Illinois.  Hospira is a global specialty pharmaceutical and medication delivery 
+company with worldwide sales of approximately $3.9 billion.  Hospira acquired TheraDoc in 
+December 2009 for a purchase price of $63.3 million.  At all relevant times, Hospira’s common 
+stock was registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act 
+of 1934 (“Exchange Act”), and traded on the New York Stock Exchange. 
+ 
+ 3. On October 14, 2010 a final judgm ent was entered against Beckwith, 
+permanently enjoining him from future violations of Section 13(b)(5) of the Exchange Act and 
+Rule 13b2-1 thereunder, and aiding and abetting violations of Section 13(b)(2)(A) of the Exchange 
+Act in the civil action entitled Securities and Exchange Commission v. Paul R. Beckwith, et al.
+, 
+Civil Action Number 1:10-CV-00162, in the United States District Court for the District of Utah. 
+ 
+   4. The Commission’s complaint alle ged, among other things, that beginning 
+in at least July 2009, Beckwith began systematically withdrawing funds from TheraDoc’s 
+operating account and depositing them into an account under the name of Paul Beckwith CPA’s.  
+Upon transferring the misappropriated funds to Beckwith CPA’s account, the complaint alleged 
+that Beckwith then made further transfers from that account into his personal checking and 
+savings accounts and then transferred funds to an account maintained at a national broker-dealer 
+for his personal use.  The complaint further alleges that Beckwith provided false reconciliation 
+records to Hospira’s internal accounting department and generated false reconciliation 
+spreadsheets that did not reflect his withdrawals and deposits and also provided Hospira’s 
+accountants with bank records that deleted the records of the withdrawals that he made.    
+ 
+   
+ 3
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Beckwith’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that: 
+ 
+Beckwith is suspended from appearing or practicing before the Commission as an accountant.   
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 4
+Service List 
+ 
+ Rule 141 of the Commission's Ru les of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 
+Imposing Remedial Sanctions ("Order") on the Respondent and his legal agent. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray    
+Chief Administrative Law Judge   
+Securities and Exchange Commission  
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+ 
+Daniel J. Wadley, Esq. 
+Salt Lake Regional Office    
+Securities and Exchange Commission   
+15 West South Temple, Suite 1800 
+Salt Lake City, UT 84101 
+ 
+Paul R. Beckwith 
+c/o Mark W. Pugsley, Esq. 
+Ray Quinney & Nebeker P.C. 
+36 South State Street, Suite 1400 
+P.O. Box 45385 
+Salt Lake City, UT 84145-0385 
+ 
+Mark W. Pugsley, Esq. 
+Ray Quinney & Nebeker P.C. 
+36 South State Street, Suite 1400 
+P.O. Box 45385 
+Salt Lake City, UT 84145-0385 
+Attorney for Respondent Paul R. Beckwith 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 5
+ 
+ 
+ 
+ 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3217.txt b/raw/aaer/2010/AAER-3217.txt
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index 0000000000000000000000000000000000000000..d2589ad28b88471dcdebd33e543dc1da407bef99
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+              Vitesse Semiconductor Corporation, Louis R. Tomasetta, Eugene F. Hovanec, Yatin D. Mody, and Nicole R. Kaplan
+           
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+        Vitesse Semiconductor Corporation, Louis R. Tomasetta, Eugene F. Hovanec, Yatin D. Mody, and Nicole R. Kaplan
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+              U.S. Securities and Exchange Commission  Litigation Release No. 21769 / December 10, 2010  Accounting and Auditing Enforcement Release No. 3217 / December 10, 2010   Securities and Exchange Commission v. Vitesse Semiconductor Corporation, Louis R. Tomasetta, Eugene F. Hovanec, Yatin D. Mody, and Nicole R. Kaplan , Case No. 10 CIV 9239 (JSR). (S.D.N.Y, filed December 10, 2010)  SEC CHARGES VITESSE SEMICONDUCTOR CORPORATION AND FOUR FORMER VITESSE EXECUTIVES IN REVENUE RECOGNITION AND OPTIONS BACKDATING SCHEMES  The Securities and Exchange Commission today filed civil fraud charges in federal district court for the Southern District of New York against California-based integrated circuit maker Vitesse Semiconductor Corporation and four former senior executives of Vitesse ¢€" co-founder and former Chief Executive Officer Louis Tomasetta, former Chief Financial Officer and Executive Vice President Eugene Hovanec, former Controller and Chief Financial Officer Yatin Mody, and former Manager and Director of Finance Nicole Kaplan. The SEC alleges that Vitesse, through the former senior executives, perpetrated fraudulent and deceptive schemes during 1995 to April 2006 to inflate revenue from shipment of Vitesse's products and to backdate stock options to employees and officers by failing to record millions of dollars of compensation expense. The SEC alleges that all four former executives engaged in the revenue recognition fraud from 2001 to 2006 and that Tomasetta and Hovanec orchestrated the options backdating from 1995 to 2006. The four executives left Vitesse in 2006.  Vitesse has settled the matter by agreeing to be permanently enjoined and to pay a $3 million civil penalty. Mody and Kaplan have each agreed to a bifurcated settlement that provides they will be permanently enjoined and ordered to pay disgorgement, and that any civil penalty will be determined later by the district court. Mody has also agreed to be permanently barred from serving as an officer or director of a public company. The SEC's case against Tomasetta and Hovanec is contested.  The SEC's complaint alleges that during September 2001 through April 2006, Tomasetta, Hovanec, Mody, and Kaplan engaged in an elaborate channel stuffing scheme in order to improperly record revenue on product shipments. They caused Vitesse to immediately recognize revenue and record invalid accounts receivable for product shipped at period end to its largest distributor, even though the distributor had an unconditional right to return all of the product. The right of return was accomplished through undisclosed side letters and oral agreements. As a result, as alleged in the complaint, Vitesse materially inflated the revenue it reported in its financial statements in 14 quarters from September 2001 through early 2006.  The complaint further alleges that the defendants compounded their fraudulent revenue recognition practices by failing to timely record credits related to the invalid accounts receivable that were generated by the distributor's return of product. As further alleged, in order to conceal the true age of the accounts receivable from Vitesse's external auditor, Hovanec and Kaplan then directed that cash receipts received by Vitesse from the distributor and other customers be misapplied to these aged invalid receivables.  In addition, the SEC's complaint alleges that from 1995 to 2006, Tomasetta and Hovanec engaged in a scheme to backdate stock option grant dates for their personal benefit and the benefit of other Vitesse executives and employees. The complaint alleges that Tomasetta and Hovanec disregarded the dates on which Vitesse's Compensation Committee actually approved and granted the options. Instead, they intentionally selected grant dates in the past based on low points in the company's stock price in order to assign favorable exercise prices for the options. They also used hindsight to reprice option grants as Vitesse's stock price declined. In total, as alleged, Tomasetta and Hovanec backdated or repriced 40 option grants to employees and officers, representing over 60% of the total options that Vitesse awarded during the period.  As alleged in the complaint, Tomasetta and Hovanec collectively reaped millions of dollars in illicit profits from exercising backdated options. Despite representing in Vitesse's periodic filings made with the Commission that Vitesse did not grant in-the-money options and complied with applicable accounting rules, Tomasetta and Hovanec intentionally manipulated grant dates in order to award in-the-money options and failed to ensure that Vitesse properly recorded compensation expenses for the backdated grants. As a result of the backdating, Vitesse failed to record approximately $184 million in compensation expense, overstating its pretax income or understating its pretax loss by as much as 45% annually for its fiscal years 1996 through 2005.  The complaint further alleges that after the  Wall Street Journal  questioned Vitesse in November 2005 about the legitimacy of its option granting practices, Tomasetta and Hovanec engaged in a cover-up to hide some of their prior backdating. As alleged in the complaint, between November 2005 and April 2006, Tomasetta and Hovanec lied to Vitesse board members and to Vitesse's auditor by falsely telling them that past option grants were proper and correctly accounted for in the company's books.  The SEC alleges that in furtherance of their cover-up, Tomasetta and Hovanec fabricated minutes of two non-existent 2001 meetings during which Vitesse's Compensation Committee purportedly granted stock options. Tomasetta and Hovanec inserted these fabricated minutes into the stock option administrator's computer and turned back the clock on the computer thereby creating the false appearance that the minutes had been written at the same time as when the purported meetings occurred. Tomasetta also inserted the dates of these two phantom meetings into his Palm Pilot thereby creating the faƒ§ade that these two meetings had actually happened. Also, as further alleged, on or about December 2005, Hovanec directed his assistant to create a third set of fabricated Compensation Committee meeting minutes to substantiate another backdated grant date from 2003.  Vitesse, Mody, and Kaplan have agreed to settle this matter, without admitting or denying the allegations in the complaint, on the following terms:    Vitesse consented to entry of a judgment: (1) permanently enjoining it from violating Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Securities Exchange Act of 1934 ("Exchange Act"), and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-13, and 14a-9; and (2) ordering Vitesse to pay a $3 million civil penalty.    Mody consented to entry of a judgment: (1) permanently enjoining him from violating Section 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act and Exchange Act Rules 10b-5, 13a-14, 13b2-1, and 13b2-2, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 13a 1, and 13a 13; (2) permanently barring him from serving as an officer or director of any public company; (3) requiring him to disgorge ill-gotten gains of $105,604 plus prejudgment interest thereon of $56,716, for a total of $162,320; and (4) providing that, upon motion of the Commission, the court will determine whether a civil penalty is appropriate and the amount of any such penalty. Mody also consented to the issuance of an administrative order pursuant to Rule 102(e) of the Commission's Rules of Practice, permanently suspending him from appearing or practicing before the Commission as an accountant.    Kaplan consented to entry of a judgment: (1) permanently enjoining her from violating Section 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act and Exchange Act Rules 10b-5, 13b2-1, and 13b2-2, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 13a 1, and 13a 13; (2) requiring her to disgorge ill-gotten gains of $31,050 plus prejudgment interest thereon of $16,445, for a total of $47,495; and (3) providing that, upon motion of the Commission, the court will determine whether a civil penalty is appropriate and the amount of any such penalty. Kaplan also consented to the issuance of an administrative order pursuant to Rule 102(e) of the Commission's Rules of Practice, permanently suspending her from appearing or practicing before the Commission as an accountant.    These settlements are subject to the approval of the United States District Court for the Southern District of New York. The settlement with Vitesse takes into account the company's cooperation in the SEC's investigation.  The complaint against Tomasetta and Hovanec alleges that each of them violated or aided and abetted violations of the antifraud, record-keeping, financial reporting, internal controls, lying to auditors, and equity transaction reporting provisions of the federal securities laws. Tomasetta is also charged with violating the proxy provisions of the Exchange Act. The complaint also alleges that Tomasetta and Hovanec violated Exchange Act Rule 13a-14 by signing certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 that were false and misleading. The SEC's complaint against Tomasetta and Hovanec seeks permanent injunctions, disgorgement with interest, civil monetary penalties, and officer and director bars.  Separately, the United States Attorney's Office for the Southern District of New York today filed criminal charges against Tomasetta and Hovanec, and announced that Mody and Kaplan have pleaded guilty to criminal charges. 								
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diff --git a/raw/aaer/2010/AAER-3218.pdf b/raw/aaer/2010/AAER-3218.pdf
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+++ b/raw/aaer/2010/AAER-3218.txt
@@ -0,0 +1,134 @@
+   
+  
+UNITED STATES OF AMERICA  
+Before the  
+SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No. 63560 / December 16, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No.  3218 / December 16, 2010 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-13150 
+ 
+In the Matter of  
+Alvin L. Dahl, CPA  
+ 
+: 
+: 
+: 
+: 
+: 
+: 
+ORDER GRANTING APPLICATION FOR 
+REINSTATEMENT TO APPEAR AND PRACTICE 
+BEFORE THE COMMISSION AS AN ACCOUNTANT 
+RESPONSIBLE FOR THE PREPARATION OR 
+REVIEW OF FINANCIAL STATEMENTS REQUIRED 
+TO BE FILED WITH THE COMMISSION 
+ 
+On August 28, 2008, Alvin L. Dahl, CPA (“Dahl”) was suspended from appearing or 
+practicing before the Commission as an accountant as a result of settled public administrative 
+proceedings instituted by the Commission against Dahl pursuant to Rule 102(e)(3)(i) of the 
+Commission's Rules of Practice.
+1  Dahl consented to the entry of the order without admitting or 
+denying the findings therein but for the Commission’s finding that a final judgment and 
+permanent injunction and other relief had been previously entered against him.  This order is 
+issued in response to Dahl’s application for reinstatement to appear and practice before the 
+Commission as an accountant responsible for the preparation or review of financial statements 
+required to be filed with the Commission. 
+ The Commission’s complaint alle ged that Dahl, while serving as Chief Financial Officer, 
+aided and abetted 21st Century Technologies, Inc.’s (“21st Century”) violations of Securities 
+Exchange Act of 1934 (“Exchange Act”) Section 13(a) and Rules 12b-20, 13a-1, and 13a-13 
+thereunder when he prepared 21st Century’s false and misleading Form 10-K for 2003 and Forms 
+10-Q for the first and second quarters of 2004. The complaint further alleged that Dahl violated 
+Exchange Act Rule 13a-14 when he certified that those filings were complete and accurate, even 
+though they contained material omissions concerning certain of 21st Century’s reported 
+investments. The complaint alleged, among other things, that Dahl knew at the time he certified 
+certain filings that (i) a supposed “commercial loan” was actually a loan to prevent a foreclosure 
+on a personal residence; and (ii) the recipient of another loan was misidentified in 21st Century’s 
+                                                 
+1 See Accounting and Auditing Enforcement Release No. 2869 dated August 28, 2008.  Dahl was permitted, 
+pursuant to the order, to apply for reinstatement after 12 months upon making certain showings. 
+ 
+filings with the Commission in order to avoid potential stigma from association with the entity 
+that received the loan, which was involved in pornography. 
+ 
+In his capacity as a preparer or reviewer, or as a person responsible for the preparation or 
+review, of financial statements of a public company to be filed with the Commission, Dahl 
+attests that he will undertake to have his work reviewed by the independent audit committee of 
+any company for which he works, or in some other manner acceptable to the Commission, while 
+practicing before the Commission in this capacity.  Dahl is not, at this time, seeking to appear or 
+practice before the Commission as an independent accountant.  If he should wish to resume 
+appearing and practicing before the Commission as an independent accountant, he will be 
+required to submit an application to the Commission showing that he has complied and will 
+comply with the terms of the original suspension order in this regard.  Therefore, Dahl’s 
+suspension from practice before the Commission as an independent accountant continues in 
+effect until the Commission determines that a sufficient showing has been made in this regard in 
+accordance with the terms of the original suspension order. 
+ 
+Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 
+reinstatement, and provides that the Commission may reinstate the privilege to appear and 
+practice before the Commission “for good cause shown.”
+2  This “good cause” determination is 
+necessarily highly fact specific. 
+ 
+On the basis of information supplied, representations made, and undertakings agreed to 
+by Dahl, it appears that he has complied with the terms of the August 28, 2008 order denying 
+him the privilege of appearing or practicing before the Commission as an accountant, that no 
+information has come to the attention of the Commission relating to his character, integrity, 
+professional conduct or qualifications to practice before the Commission that would be a basis 
+for adverse action against him pursuant to Rule 102(e) of the Commission's Rules of Practice, 
+and that Dahl, by undertaking to have his work reviewed by the independent audit committee of 
+any company for which he works, or in some other manner acceptable to the Commission, in his 
+practice before the Commission as a preparer or reviewer of financial statements required to be 
+filed with the Commission, has shown good cause for reinstatement.  Therefore, it is accordingly, 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                
+ 
+2 Rule 102(e)(5)(i) provides: 
+ 
+“An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
+of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 
+hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 
+by the Commission for good cause shown.”  17 C.F.R. § 201.102(e)(5)(i). 
+ 
+ 2
+ 
+ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that 
+Alvin L. Dahl, CPA is hereby reinstated to appear and practice before the Commission as an 
+accountant responsible for the preparation or review of financial statements required to be filed 
+with the Commission. 
+ 
+By the Commission. 
+ 
+ 
+Elizabeth M. Murphy  
+Secretary  
+ 
+ 3
+ 
+ 4
+SERVICE LIST 
+ 
+Alvin L. Dahl, CPA 
+c/o Wayne M. Secore, Esq. 
+Secore & Waller, L.L.P. 
+Four Forest Plaza 
+12222 Merit Drive, Suite 1350 
+Dallas, TX 75251 
+ 
+Wayne M. Secore, Esq. 
+Secore & Waller, L.L.P. 
+Four Forest Plaza 
+12222 Merit Drive, Suite 1350 
+Dallas, TX 75251 
+Counsel for Respondent 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2010/AAER-3219.txt b/raw/aaer/2010/AAER-3219.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b38ef7e31d35c726c0669f868d18cd9bc8102007
--- /dev/null
+++ b/raw/aaer/2010/AAER-3219.txt
@@ -0,0 +1,1370 @@
+
+
+ 
+ 
+   
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+     SEC.gov | Joseph M. Elles 
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+              Litigation Release No. 21784 / December 20, 2010  Accounting and Auditing Enforcement Release No. 3219 / December 20, 2010   SEC v. Joseph M. Elles , Civil Action No. 1:10-CV-4118 (U.S. District Court for the Northern District of Georgia)  The Securities and Exchange Commission today charged Joseph M. Elles, a former Executive Vice President of Carter's, Inc., the Atlanta-based marketer of children's clothing, for engaging in financial fraud and insider trading at Carter's between at least 2004 and March 2009. The SEC alleges that Elles's misconduct caused an understatement of Carter's expenses and a material overstatement of its net income in several financial reporting periods. While engaged in this misconduct, Elles also exercised options for the purchase of Carter's common stock and sold the resulting shares.  The SEC also announced that it has entered a non-prosecution agreement with Carter's under which the Atlanta-based company will not be charged with any violations of the federal securities laws relating to Elles's unlawful conduct. This marks the first non-prosecution agreement entered by the SEC since the announcement of the SEC's new cooperation initiative earlier this year.  The SEC's complaint, filed in the United States District Court for the Northern District of Georgia, alleges that between 2004 and 2009, Elles, then Carter's Executive Vice President of Sales, fraudulently manipulated the amount of discounts that Carter's granted to its largest wholesale customer in order to induce that customer¢€"itself a large national department store¢€"to purchase greater quantities of Carter's clothing for resale. Elles then concealed his conduct by persuading the customer to defer subtracting the discounts from payments until later periods and creating and signing false documents misrepresenting the timing and amount of those discounts to Carter's accounting personnel.  After discovering Elles's actions and conducting its own internal investigation, Carter's was required to issue restated financial results for the affected periods.  The SEC further alleges that Elles realized sizeable gains from insider trading in shares of Carter's common stock during the fraud. Between May 2005 and March 2009, Elles realized a profit before tax of approximately $4,739,862 from the exercises of options granted to him by Carter's and sales of the resulting shares. Each of these stock sales occurred prior to the Company's initial disclosure relating to the fraud on October 27, 2009, immediately after which the Company's common stock share price dropped 23.8%.  The SEC's complaint alleges that Elles violated Section 17(a) of the Securities Act of 1933, and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5 and 13b2-1, and aided and abetted violations of Sections 13(a) and 13(b)(2)(A) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-11 and 13a-13. The SEC is seeking permanent injunctive relief, disgorgement of ill-gotten gains with prejudgment interest, financial penalties, and an officer and director bar against Elles.  The SEC acknowledges the assistance of the U.S. Attorney's Office for the Northern District of Georgia and the Federal Bureau of Investigation in this matter. The SEC's investigation is continuing. 								
+								 
+									             See Also:        SEC Complaint                   							  
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+ 
+ 
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+ 
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+       
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+                                                
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+ 
+ UNITED STATES OF AMERICA 
+ before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63578 / December 20, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3220 / December 20, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14166 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+MILAN BELANS (CPA), : 102(e) OF THE COMMISSION’S RULES OF 
+: PRACTICE, MAKING FINDINGS, AND 
+Respondent. : IMPOSING REMEDIAL SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against  Milan 
+Belans (“Respondent” or “Belans”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III. 3. below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Milan Belans, 43, also known as Milan Eli Belans II, a resident of 
+Farmington Hills, Michigan, served in various positions at Delphi Corporation (“Delphi”) from 
+1998 until August 2005. From August 1998 to January 2000, he served in Delphi’s controller’s 
+office as Director of Financial Accounting and Reporting, reporting to the Chief Accounting 
+Officer. From January 2000 to August 2001, he served in Delphi’s treasury department as Director 
+of Capital Planning, Structured Finance and Pension Analysis, reporting to the Assistant Treasurer 
+and/or the Treasurer.  Belans was licensed as a CPA in Michigan in 1991. 
+2. Delphi was, at all relevant times,  an auto parts supplier headquartered in 
+Troy, Michigan.  It was incorporated in Delaware in 1998.  At all relevant times, Delphi’s common 
+stock was registered with the Commission pursuant to Section 12(b) of the Securities Exchange 
+Act of 1934 (“Exchange Act”) and was listed on the New York Stock Exchange (“NYSE”) under 
+the symbol “DPH.” 
+3. On October 30, 2006, the Commission filed a complaint against Belans and 
+others in SEC v. Delphi Corporation and Milan Belans, et al. (Civil Action No. 2:06-cv-14891-
+AC-SDP).  On December 13, 2010, the court entered an order permanently enjoining Belans, by 
+consent, from future violations of Section 17(a) of the Securities Act of 1933 (“Securities Act”), 
+and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder, and 
+aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 
+12b-20, 13a-1, and 13a-13 thereunder.  Belans was also ordered to pay disgorgement of $17,835, 
+prejudgment interest of $13,865, and a $55,800 civil money penalty. 
+4. The Commission’s complaint alleged, among other things, that Belans 
+engaged in three fraudulent schemes which resulted in Delphi filing materially false and 
+misleading financial statements in the company’s quarterly report on Form 10-Q for the third 
+quarter of 2000, and on the company’s annual report on Form 10-K for the fiscal year ended 
+December 31, 2000.  Specifically, the Complaint alleged as follows: 
+2
+ 
+ 
+ 
+  
+ 
+  
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+Warranty Settlement 
+a. In the third quarter of and full year 2000, Delphi improperly accounted for 
+and disclosed a payment that it made to its former parent company, pursuant to a settlement 
+agreement.  Delphi treated the payment as related primarily to certain pension and other post-
+employment benefit (“OPEB”) matters, even though Delphi knew that the settlement in fact related 
+exclusively to warranty claims made by its former parent company.  As a result, Delphi materially 
+overstated its originally reported earnings per share (“EPS”) and net income for the third quarter of 
+and full year 2000.  The misstatements were reflected in Delphi’s Form 10-Q for the period ended 
+September 30, 2000, as filed with the Commission on or about October 11, 2000, and its Form 10-K 
+for the period ended December 31, 2000, as filed with the Commission on or about February 8, 
+2001. 
+b. The Commission alleged that Belans, at his supervisors’ direction and 
+approval, added a provision to a September 22, 2000 warranty settlement agreement that released 
+the former parent company from a pension/OPEB claim that the former parent company had never 
+asserted against Delphi, and had no basis to assert; specifically, a claim that, in calculating the 
+pension/OPEB true-up payments, the companies should have used certain 1999 actuarial 
+assumptions, rather than 1998 assumptions.  The Commission alleged that to support Delphi’s false 
+and misleading accounting, Belans had Delphi’s actuarial consultant provide a rough estimate of 
+what Delphi’s pension/OPEB true-up payments would be if the companies had used the 1999 
+assumptions. While Delphi’s actuaries did not perform any type of formal analysis, they sent 
+Delphi a one-page fax that suggested that Delphi’s pension and OPEB payments to the former 
+parent company could have been about $202 million higher. 
+c. The Commission alleged that Belans knew or was reckless in not knowing 
+that engineers and financial analysts from Delphi and the former parent company had valued the 27 
+warranty items at $237 million and that the former parent company would not back down from its 
+claim for $237 million.  The Commission alleged that he also knew or was reckless in not knowing 
+that at no time during any of the negotiations leading to the September 2000 warranty settlement did 
+anyone at the former parent company make any claim relating to pension/OPEB actuarial 
+assumptions.  Rather the Commission alleged that he included, or allowed the inclusion of, the 
+reference to increases in pension/OPEB costs in the warranty settlement solely to allow Delphi to 
+falsely account for $202 million of the payment as a pension/OPEB payment to the former parent 
+company. 
+d. Belans knew or was reckless in not knowing that Delphi’s accounting for the 
+$202 million of the $237 million payment to the former parent company, as reflected in its Form 10-
+K for the period ended December 31, 2000, was materially and intentionally false and misleading. 
+Inventory Transactions 
+e. In the fourth quarter of 2000, Delphi sold approximately $270 million of 
+inventory to two third-parties while simultaneously agreeing to repurchase the inventory in the 
+following quarter for the original sales price, plus interest charges and structuring fees.  By 
+improperly accounting for the transactions as true sales, rather than as financing transactions, 
+Delphi improperly recognized a material amount in cash flow from operations and materially 
+overstated its reported EPS and net income for the fourth quarter of 2000 and, combined with the 
+warranty misstatements, further materially overstated its net income for the year 2000.  The 
+3
+ 
+ 
+ 
+ 
+   
+  
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+misstatements were reflected in Delphi’s Form 10-K for the period ended December 31, 2000, as 
+filed with the Commission on or about February 8, 2001. 
+Precious Metals Transaction with a Bank 
+f. In the last few days of 2000, Delphi entered into an agreement with a bank 
+(the “Bank”), purporting to sell it approximately $200 million of precious metals.  The metals, 
+known collectively as either “Platinum Grade” or “Precious Group” metals, or simply as “PGMs,” 
+were used in the production of auto parts, including, primarily, catalytic converters.  As agreed at 
+the time of the sale, Delphi repurchased the identical metals from the Bank before the end of 
+January 2001. Under the terms of its agreement, the Bank purported to own the metals for the one-
+month period, and Delphi agreed to pay the Bank approximately $3.5 million.  The purpose of the 
+transaction was to permit Delphi to accelerate recognition of inventory liquidation gains, feign 
+greater liquidity, and otherwise appear to achieve analyst targets and other financial goals.  As a 
+result of the transaction, Delphi improperly recognized $54 million in net income.  Delphi also 
+improperly boosted its cash flow from operations by approximately $200 million. 
+g. Delphi’s financial forecasts and guidance to investors and analysts for the 
+fourth quarter of and year-end 2000 contemplated material reductions in inventory levels and 
+increases in cash flow from operations and net income, consistent with a sale of approximately $200 
+million of PGMs to Delphi’s former parent company.  Delphi’s Treasurer was unsure, however, 
+whether Delphi’s former parent company would agree to purchase the metals before year end 2000, 
+therefore he directed Belans to conceive an alternative structured finance plan.  This initiative was 
+described as “Off-balance sheet financing of PGM inventory.”  Under the plan, Delphi would 
+temporarily sell the metals to a third-party before year end and then buy them back in early 2001 in 
+time to sell the metals to the former parent company. 
+h. The transaction with the Bank had two components: a purchase agreement, 
+pursuant to which the Bank agreed to purchase the PGM inventory from Delphi in December 2000, 
+and a forward agreement, pursuant to which Delphi agreed to repurchase the identical metals from 
+the Bank in January 2001, at specified prices.  Neither contract stated how the parties arrived at the 
+specified prices. 
+i. Delphi and the Bank executed the agreements on December 28, 2000, and 
+the Bank wired $199,256,785.65 to Delphi.  Delphi treated approximately $193 million of this 
+amount as a reduction in inventory and approximately $6 million as a credit to cost of sales, 
+resulting in an equivalent increase to income.  On January 29, 2001, Delphi wired $202,514,626.18 
+back to the Bank.  Between December 28 and January 29, the metals remained under Delphi’s 
+control and, in fact, continued to be used by Delphi in its production process.  The transaction 
+enabled Delphi to report a $54 million last-in first-out inventory (“LIFO”) gain at the end of 2000.  
+j. The price at which Delphi sold the metals to the Bank, and the higher price 
+at which it repurchased the metals, were both well below market price for the metals.  The 
+Commission alleged that, in a misleading effort to demonstrate it was following its auditor’s advice 
+that the price at which Delphi sold the metals should be market prices, however, Belans created a 
+memorandum that falsely justified the prices as being appropriately discounted from market price.  
+While acknowledging that there was huge volatility in the price of PGMs, the memorandum also 
+justified the forward price as an appropriate approximation of the one-month future price of the 
+metals.  However, the memorandum’s analysis was contrived.  The forward price was calculated by 
+taking the purchase price and adding $3,257,840.52 in the Bank’s fees and costs.   
+4
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+Batteries and Cores Transaction with The Consulting Company 
+k. In December 2000, Belans engaged in negotiations and Delphi entered 
+into an agreement with B.N. Bahadur, the principal of a consulting company (“the Consulting 
+Company”), to sell automotive batteries and generator cores to the Consulting Company.  Delphi 
+also had an oral repurchase arrangement with Bahadur, however, pursuant to which it agreed it 
+would repurchase the identical inventory from the Consulting Company in the first quarter of 
+2001, at its original price, plus a transaction fee.  Delphi’s purpose in entering into the 
+transaction was to accelerate recognition of $27 million in inventory LIFO liquidation gains and 
+achieve net income targets. 
+l. As with the transaction with the Bank, Delphi’s goal was to structure the 
+transaction in a way that would assure that Delphi would obtain the auditor’s approval for true 
+sale accounting treatment.  On the face of the agreement with the Consulting Company, such 
+accounting treatment seemed appropriate.  The Commission alleged that Belans, however, 
+deliberately omitted material terms of the actual agreement from the written documents.   
+m. Bahadur’s counsel, who drafted the contract, proposed to Belans and 
+recommended to Bahadur that Delphi’s repurchase obligation be put in writing.  The 
+Commission alleged that Belans refused to put the repurchase obligation in writing. 
+n. Belans and Bahadur negotiated the specific price for the repurchase:  
+Delphi would sell the inventory to the Consulting Company for $70,000,000, the approximate 
+book value of the inventory, and repurchase it from the Consulting Company for $70,000,000 
+plus a 0.5% fee. On December 27, 2000, Delphi  and the Consulting Company entered into an 
+“Inventory Purchase Agreement,” pursuant to which the Consulting Company agreed to purchase 
+cores and batteries from Delphi.  The agreement made no mention of Delphi’s repurchase 
+obligation or its agreement to pay a fee to the Consulting Company. 
+o. In late December 2000, Delphi learned from Bahadur that the Consulting 
+Company would be unable to obtain financing before year end and thus would be unable to 
+immediately pay for the inventory.  Belans and others discussed the fact that, without receiving 
+payment from the Consulting Company in 2000, Delphi would be unable to use the scheme as 
+part of its plan to meet operating cash flow targets.  Nevertheless, because the transaction was 
+also important to Delphi’s inventory reduction scheme, Belans was directed to go forward with 
+the transaction. 
+p. After January 1, 2001, while the Consulting Company was still working 
+on securing financing, Belans came up with an alternative plan that essentially resulted in Delphi 
+financing the transaction itself. At Belans’ direction, Delphi first arranged with Bahadur for the 
+Consulting Company to be enrolled in the supplier financer program.  Then, again at Belans’ 
+direction, Delphi arranged with Bahadur to have the Consulting Company issue an invoice to 
+Delphi for $70,840,214.28. This amount was calculated by Delphi so that, after the third-party 
+supplier financer took its fee, the Consulting Company would receive the net proceeds of 
+$70,350,000. 
+q. The Consulting Company received the $70,350,000 from the third-party 
+supplier financer on or about January 12, 2001 and immediately paid $70 million to Delphi as 
+payment for its purchase of the inventory.  The Consulting Company retained $350,000 as its 
+fee. A month later, Delphi paid $70,840,214.28 to the third-party supplier financer.  When the 
+transaction was complete, Delphi had paid the Consulting Company $350,000, and had paid the 
+third-party supplier financer $538,385.63, to move inventory off of Delphi’s books for 
+5
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+ 
+approximately two weeks.  At a cost of almost $900,000, Delphi manufactured an inventory 
+LIFO gain of $27 million.  No inventory ever left Delphi’s premises. 
+r. The Commission alleged that Belans hid material facts concerning the 
+transaction from Delphi’s auditor.  In 2001, when the auditor learned of the January repurchase, 
+the auditor questioned whether there had been any pre-existing agreement with the Consulting 
+Company to repurchase the inventory.  Belans assured the auditor there was none. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Belans’ Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Belans is suspended from appearing or practicing before the Commission as an 
+accountant. 
+B. After five (5) years from the date of this order, Respondent may request that 
+the Commission consider his reinstatement by submitting an application (attention: Office of 
+the Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+2. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision;
+ (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+6
+ 
+ 
+      
+  
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission.
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+7
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+    
+  
+ 
+ 
+  
+ 
+ 
+Service List 
+Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions (“Order”) on the Respondent and his legal 
+agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge
+ 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Andrew Sporkin, Esq. 
+Division of Enforcement 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-6041-B 
+Mr. Milan E. Belans II
+ 
+c/o Charles Murphy, Esq. 
+C
+LARK HILL 
+151 S. Old Woodward Ave.
+ 
+Suite 200 
+Birmingham, MI 48009 
+Charles Murphy, Esq. 
+C
+LARK HILL 
+151 S. Old Woodward Ave.
+ 
+Suite 200 
+Birmingham, MI 48009 
+(Counsel for Milan E. Belans II)
+ 
+8
+ 
\ No newline at end of file
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+ 
+ 
+ 
+ 
+      
+ 
+      
+ 
+  
+ 
+      
+  
+      
+    
+       
+       
+ 
+   
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+                                                
+ 
+ 
+ 
+   
+  
+       
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63600 / December 22, 2010 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3222 / December 22, 2010 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14171 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+JAMES M. SCHNEIDER, CPA,  : 102(e) OF THE COMMISSION’S RULES OF 
+: PRACTICE, MAKING FINDINGS, AND 
+Respondent. : IMPOSING REMEDIAL SANCTIONS 
+: 
+: 
+____________________________________ : 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against James 
+M. Schneider (“Respondent” or “Schneider”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.
+1 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . 
+suspend from appearing or practicing before it any . . . accountant . . . who has been by name . . . permanently 
+enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the 
+Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of 
+the rules and regulations thereunder. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+  
+ 
+ 
+   
+ 
+ 
+  
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:  
+1. Schneider, age 57, is and has been a certified public accountant licensed to 
+practice in the State of Wisconsin.  Schneider served as Chief Accounting Officer (“CAO”) of Dell 
+Inc. from the time he joined the company in September 1996 until March 2000, when he also 
+became Dell’s Chief Financial Officer (“CFO”).  In November 2002, Schneider ceased to be CAO, 
+but remained CFO, a position he held until January 1, 2007.  Schneider left Dell on February 2, 
+2007. 
+2. Dell Inc. is a Fortune 50 company in the business of providing electronic 
+products, including mobility products, desktop PCs, peripherals, servers, networking equipment, 
+and storage.  Dell also offers services, including software, infrastructure technology, consulting 
+and applications, and business process services.  Dell was incorporated in Delaware in 1984 and is 
+based in Round Rock, Texas.  Since July 2006, Dell’s common stock has been registered with the 
+Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) 
+and is traded on the NASDAQ Global Select Market.  During the prior relevant period, Dell’s 
+common stock was registered with the Commission under Section 12(g) of the Exchange Act and 
+quoted on the Nasdaq National Market System. 
+3. On July 22, 2010, the Commission filed a complaint against Schneider in 
+the U.S. District Court for the District of Columbia captioned SEC v. Dell Inc. et al. (Civil Action 
+No. 1:10-cv-01245).  On October 13, 2010, the court entered an order permanently enjoining 
+Schneider, by consent, from future violations of Section 17(a)(2) and Section 17(a)(3) of the 
+Securities Act of 1933 (“Securities Act”), Exchange Act Section 13(b)(5) and Rules 13a-14, 13b2-
+1, and 13b2-2 thereunder, and from aiding and abetting violation of Exchange Act Sections 13(a), 
+13(b)(2)(A), and 13(b)(2)(B) and Rules 12b-20, 13a-1, and 13a-13 thereunder.  Schneider was also 
+ordered to pay $83,096 in disgorgement of ill-gotten gains, $38,640 in prejudgment interest, and a 
+$3 million civil money penalty. 
+4. The Commission’s complaint alleged, among other things, that Dell 
+fraudulently committed various disclosure and accounting violations through the conduct of 
+Schneider and others.  The Complaint alleged that Schneider made or was involved in making 
+material misrepresentations in earnings calls and material misrepresentations and omissions in 
+Dell’s annual reports on Form 10-K for the fiscal years 2003 through 2006 and in the company’s 
+quarterly reports on Form 10-Q for the first three quarters of fiscal years 2003 through 2006 and 
+the first quarter of fiscal 2007 relating to the impacts on Dell’s operating results from payments 
+from Intel Corp.  The material misrepresentations during earnings calls misled investors as to the 
+bases for Dell’s success in meeting or exceeding analyst consensus EPS estimates and the reasons 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+   
+ 
+ 
+ 
+   
+ 
+ 
+ 
+      
+           
+ 
+ 
+ 
+ 
+for Dell’s sharp drop in operating results in its second quarter of fiscal year 2007.  The disclosure 
+violations misrepresented to investors the bases for Dell’s increasing profitability and failed to 
+disclose information required by Item 303 of Regulation S-K.  The Commission’s complaint also 
+alleged, among other things, that Schneider directed and engaged in improper accounting that 
+resulted in Dell filing materially false and misleading financial statements in the company’s 
+annual reports on Form 10-K for the fiscal years 2002 through 2004, and in the company’s 
+quarterly reports on Form 10-Q for the first three quarters of fiscal years 2002 through 2004 and 
+the first two quarters of fiscal 2005.  The Complaint alleged that Schneider directed and engaged 
+in a number of improper accounting practices in contravention of generally accepted accounting 
+principles that materially misstated Dell’s financial results and enabled the company to report 
+lower operating expense as a percentage of revenue.  These practices included improperly 
+manipulating excess reserve balances and improperly accounting for certain restructuring costs. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Schneider’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Schneider is suspended from appearing or practicing before the Commission as an 
+accountant. 
+B. After five years from the date of this order, Respondent may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or
+ 2. an independent accountant. Such an application must satisfy the 
+Commission that: 
+(a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+(b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision; 
+3
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ (c) Respondent has resolved all disciplinary issues with the Board and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+(d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy. However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ By the Commission.
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+4
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+Service List 
+Rule 141 of the Commission’s Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting 
+Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+Making Findings, and Imposing Remedial Sanctions (“Order”), on the Respondent and his legal 
+agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Ian Rupell, Esq. 
+Division of Enforcement 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-5561 
+Mr. James M. Schneider 
+c/o W. Neil Eggleston, Esq. 
+Debevoise & Plimpton LLP 
+555 13th Street, N.W. 
+Washington, DC 20004 
+W. Neil Eggleston, Esq. 
+Debevoise & Plimpton LLP 
+555 13th Street, N.W. 
+Washington, DC 20004 
+(Counsel for James M. Schneider)
+ 
+5
+ 
\ No newline at end of file
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@@ -0,0 +1,243 @@
+ 
+UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 63883 / February 9, 2011 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3242 / February 9, 2011 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14249 
+ 
+ 
+ 
+ : 
+In the Matter of : ORDER INSTITUTING CEASE-AND-DESIST 
+ : PROCEEDINGS PURSUANT TO SECTION  
+ARTHROCARE CORPORATION : 21C OF  THE SECURITIES EXCHANGE ACT 
+ : OF 1934, MAKING FINDINGS, AND  
+ : IMPOSING A CEASE-AND-DESIST ORDER 
+ Respondent. :  
+  
+: 
+ 
+ 
+ 
+I.  
+ 
+ The Securities and Exchange Commissi on (“Commission”) deems it appropriate that 
+cease-and-desist proceedings be, and hereby are, instituted against ArthroCare Corporation 
+(“ArthroCare” or “Respondent”) pursuant to Section 21C of the Securities Exchange Act of 1934 
+(“Exchange Act”). 
+ 
+II. 
+ 
+ In anticipation of these proceedings, Arth roCare has submitted an Offer of Settlement 
+(the “Offer”) which the Commission has determined to accept.  Solely for the purpose of these 
+proceedings and any other proceedings brought by or on behalf of the Commission, or to which 
+the Commission is a party, and without admitting or denying the findings herein, except as to the 
+Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
+admitted, ArthroCare consents to the entry of this Order Instituting Cease-and-Desist 
+Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, 
+and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
+ 
+1 
+ 
+ 
+III. 
+ 
+ On the basis of this Order and Re spondent’s Offer, the Commission finds1 that: 
+ 
+  
+1. Respondent ArthroCare is a Delaware corp oration headquartered in Austin, Texas.  
+ArthroCare’s stock is registered under Sectio n 12(b) of the Exchange Act and is traded on 
+NASDAQ.  ArthroCare is a medi cal device company that deve lops, manufactures and markets 
+surgical products, including products with the trade name SpineWands that were used by 
+surgeons in the treatment of patients with spinal injuries. 
+ 
+2. DiscoCare, Inc. was a privately owned De laware corporation incorporated in 2005.  
+Based in Palm Beach, Florida, DiscoCare distributed ArthroCare products (especially 
+SpineWands) until December 31, 2007, when it was acquired by ArthroCare.  ArthroCare was 
+DiscoCare’s only supplier.  At various times, DiscoCare was ArthroCare’s largest distributor of 
+SpineWands. 
+ 
+3. Between the fourth quarter of 2005 and th e first quarter of 2008 (the “restatement 
+period”), ArthroCare materially overstated and prematurely recognized revenue, primarily on 
+sales of SpineWands to certain of ArthroCare’s agents and distributors, including DiscoCare.  
+Most of these transactions occurred at or near quarter-end and were intended to help the 
+company reach aggressive internal revenue targets and satisfy analysts’ revenue expectations.  
+ArthroCare lacked an effective system of internal controls over sales, particularly with respect to 
+its Spine Business Unit, where most of the improprieties occurred.  This allowed ArthroCare 
+sales personnel to withhold critical information on revenue recognition from the company’s 
+accounting staff.     
+ 
+4. During the restatement period, ArthroCare re peatedly turned to DiscoCare to help it 
+overcome quarterly revenue shortfalls, by recording revenue from large orders shipped to 
+DiscoCare at or near quarter-end.  ArthroCare should not have recognized revenue from these 
+shipments.  The orders were initiated by ArthroCare employees for the purpose of filling 
+shortfalls in meeting internal and external revenue targets.  DiscoCare had no need for the 
+excessive inventory and no reasonable likelihood of selling the products within a reasonable 
+timeframe.  Furthermore, ArthroCare accommodated DiscoCare by providing significantly 
+extended payment terms, while also explicitly or impliedly agreeing that DiscoCare did not have 
+to pay for the products until it had sufficient funds to do so.
+2  
+ 
+5. In addition, shortly after the close of th e second quarter of 2006, ArthroCare employees 
+arranged for DiscoCare to return products shipped just before quarter-end, while concealing from 
+                                                
+ 
+1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 
+or entity in this or any other proceeding.   
+2 See Statement of Financial Accounting Standards No. 48, Revenue Recognition When Right of Return Exists (“FAS 
+48”), ¶ 6(b), which requires the buyer to have paid the seller, or the buyer  to be obligated to pay the seller and the 
+obligation not to be contingent on resale of the product, and ¶ 22, which clarifies ¶ 6(b) and provides “ … if … the 
+buyer’s obligation to pay is contractually or implicitly excused until the buyer resells the product, then the condition 
+(for recording revenue in ¶6(b)) is not met.” 
+2 
+ 
+ 
+ArthroCare’s accounting staff the true reason for the product return.  In fact, ArthroCare 
+requested the product return only because the shipment had caused ArthroCare to exceed 
+securities analysts’ revenue targets, and the employees were concerned that this would cause 
+analysts to set the next quarter’s estimates too high.  ArthroCare’s recognition of revenue from 
+sales to DiscoCare violated Generally Accepted Accounting Principles (“GAAP”).3   
+ 
+6. ArthroCare also inflated revenue by mi scharacterizing volume-based commission 
+payments to distributors as fees for services.  This enabled ArthroCare to record the gross 
+amount of the sale as revenue and expense the commission, rather than recording the net revenue 
+of the sale, as required by GAAP.
+4   
+ 
+7. Finally, on several occasions during the restatement period, ArthroCare recognized 
+revenue from shipments of products to customers that did not conform to the customers’ orders.  
+ArthroCare also recognized revenue from products that it shipped after the products’ expiration 
+date had passed, which meant the products were not usable by an ultimate customer and 
+therefore immediately returnable.  ArthroCare’s recognition of revenue from these sales violated 
+GAAP.
+5 
+ 
+8. As a result of the conduct described above, ArthroCare violated Section 13(a) of the 
+Exchange Act and Rules 13a-1, 13a-13 and 12b-20 thereunder, which require every issuer of a 
+security registered pursuant to Section 12 of the Exchange Act to file with the Commission 
+information, documents, and annual and quarterly reports as the Commission may require, and 
+mandate that periodic reports contain such further material information as may be necessary to 
+make the required statements not misleading. 
+ 
+9.  As detailed above, ArthroCare’s books, records, and accounts did not, in reasonable 
+detail, properly reflect its sales and payments to distributors.  As a result, ArthroCare violated 
+Exchange Act Section 13(b)(2)(A). 
+ 
+10. In addition, ArthroCare failed to implemen t internal accounting controls relating to 
+distributor sales to ensure these sales were accurately stated in accordance with generally 
+accepted accounting principles and accurately reflected on its books and records.  As a result, 
+ArthroCare violated Exchange Act Section 13(b)(2)(B).  
+ 
+                                                
+ 
+3 FAS 48, ¶ 6(b); see also Statement of Financial Accounting Concepts No. 5 (“CON 5”), ¶¶ 83-84, which states  
+that revenues cannot be recognized until they are realized/realizable and earned.  Revenues are realized when 
+“products (goods or services), merchandise, or other assets are exchanged for cash or claims to cash.”  Revenues are 
+earned when “the entity has substantially accomplished what it must do to be entitled to the benefits represented by 
+the revenues.  An entity’s revenue-earning activities involve delivering or producing goods, rendering services, or 
+other activities that constitute its on-going major or central operations”; cf. AICPA Statement of Position 97-2, 
+Software Revenue Recognition, (“SOP 97-2”), ¶ 8. 
+ 
+4 See EITF 01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the 
+Vendor's Products), ¶ 9. 
+ 
+5 See CON 5, ¶¶ 83-84; SOP 97-2, ¶8. 
+3 
+ 
+ 
+Cooperation and Remediation 
+ 
+ In determining to accept the Offer, the Commission considered remedial acts undertaken 
+by ArthroCare and the substantial cooperation provided by the company in connection with the 
+Commission’s investigation.  
+ 
+ArthroCare replaced its senior management team.  In addition, ArthroCare (i) expanded 
+its legal department and created a compliance department led by a newly hired Compliance 
+Officer; (ii) hired a new Corporate Controller and International Controller, (iii) expanded its 
+internal audit function; (iv) instituted enhanced preventative and detective controls relating to 
+revenue recognition; (v) instituted quarterly ethics communications from senior management to 
+employees; (vi) implemented a sub-certification process as part of its quarterly and annual 
+financial reporting; (vii) adopted standard customer contracts and established rigorous approval 
+requirements for modifying contracts; (viii) hired a contract administrator; and (ix) provided 
+regular training on proper revenue recognition accounting and appropriate procedures for 
+handling contracts. 
+ 
+During the investigation, ArthroCare (i) regularly updated the staff on its internal 
+investigation; (ii) provided critical documents (organized by subject matter and witness) without 
+waiting for staff requests or subpoenas; (iii) responded promptly and completely to the staff’s 
+requests for additional information; (iv) routinely granted the staff access to the company’s 
+consulting expert to discuss accounting and internal controls issues; (v) voluntarily produced for 
+testimony witnesses who resided outside the United States and were beyond the staff’s subpoena 
+power; and (vi) provided the staff with a detailed analysis of its restatement, including a schedule 
+of restatement categories and the impact on the company’s historical financial statements.   
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in ArthroCare’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED that: 
+ 
+Pursuant to Section 21C of the Exchange Act, ArthroCare cease and desist from 
+committing or causing any violations and any future violations of Sections 13(a), 13(b)(2)(A) 
+and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 
+4 
+ 
+ 
+Service List 
+ 
+ Rule 141 of the Commission's Rules of Prac tice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting Cease-and-
+Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order (“Order”) on the Respondent and its legal 
+agent.  
+ 
+ The attached Order has been sent to the fo llowing parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray    
+Chief Administrative Law Judge   
+Securities and Exchange Commission  
+100 F Street, N.E. 
+Washington, DC 20549-2557  
+    
+Stephen J. Korotash, Esq.     
+Fort Worth Regional Office    
+Securities and Exchange Commission   
+801 Cherry Street, 13
+th Floor  
+Fort Worth, TX 76102     
+     
+ArthroCare Corporation  
+c/o William R. Baker, III, Esq. 
+Latham & Watkins 
+555 Eleventh St., NW 
+Washington, DC 20004-1304 
+ 
+William R. Baker, III, Esq. 
+Latham & Watkins 
+555 Eleventh St., NW 
+Washington, DC 20004-1304 
+(Counsel for ArthroCare Corporation) 
+5 
+ 
+ 
+6 
+ 
+ 
+  
\ No newline at end of file
diff --git a/raw/aaer/2011/AAER-3243.txt b/raw/aaer/2011/AAER-3243.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4a835979cdef1a98185cf7f51a8b645c2d6d6767
--- /dev/null
+++ b/raw/aaer/2011/AAER-3243.txt
@@ -0,0 +1,85 @@
+ 
+ 
+ 
+ 
+ 
+ 
+      
+  
+    
+ 
+  
+  
+ 
+ 
+ 
+ 
+ 
+ 
+UNITED STATES OF AMERICA 
+Before the
+ 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES AND EXCHANGE ACT OF 1934 
+Release No. 63896 / February 11, 2011 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3243 / February 11, 2011 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-12264
+ : 
+In the Matter of : ORDER PERMITTING ATTORNEY TO 
+: RESUME APPEARING AND PRACTICING 
+: UNDER RULE 102(e)(5) OF THE 
+Dale G. Rasmussen, Esq. : COMMISSION’S RULES OF PRACTICE
+ : 
+I. 
+On April 17, 2006, the Commission, pursuant to Rule 102(e)(3)(i) of its Rules of 
+Practice, suspended attorney Dale G. Rasmussen (“Rasmussen”) from appearing or practicing as 
+an attorney before the Commission, with the right to apply to resume appearing and practicing 
+after three years.  See Opinion and Order, Securities Exchange Act of 1934 Release No. 53662 
+(April 17, 2006). 
+In anticipation of the institution of administrative proceedings pursuant to Rule 
+102(e)(3)(i), Rasmussen consented to the entry of a Commission order dated April 17, 2006.  In 
+doing so, Rasmussen did not admit or deny the findings set forth in the Order except as to the 
+Commission’s jurisdiction over him and the subject matter of the proceedings, and the findings 
+contained in Section III of the Order, which he admitted.  The Order provided that Rasmussen 
+could apply to resume appearing and practicing before the Commission after a period of three 
+years. 
+II. 
+On or about July 26, 2010, more than three years after he was suspended, Rasmussen 
+filed an application for reinstatement of the privilege to appear and practice before the 
+Commission.  His application includes a personal affidavit in which he swore under penalty of 
+perjury that he has complied with the Commission’s April 17, 2006 Order, that he is not subject 
+to any suspension or disbarment as an attorney by a court of the United States or of any state, 
+territory, district, commonwealth, or possession, and that he has not been convicted of a felony 
+or misdemeanor involving moral turpitude.  Since the entry of the April 17, 2006 Order, no 
+information has come to the attention of the Commission relating to Rasmussen’s character, 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+integrity, professional conduct or qualifications to practice before the Commission that would be 
+a basis for adverse action against him pursuant to Rule 102(e) of the Commission’s Rules of 
+Practice. In addition, Rasmussen has paid th e $1 in disgorgement and the $30,000 civil penalty 
+ordered by United States District Court for the Southern District of Texas in the related 
+enforcement action.  
+III. 
+Based on the foregoing, the Commission has determined that it is appropriate to reinstate 
+Rasmussen, pursuant to Rule 102(e)(5), to appear or practice before the Commission.  
+Accordingly, it is HEREBY ORDERED that Rasmussen may resume practicing as an 
+attorney before the Commission. 
+By the Commission. 
+       E l i z a b e t h M . M u r p h y
+        S e c r e t a r y 
+ 
+ 
+ 
+ 
+Service List 
+Dale G. Rasmussen, Esq. 
+Parsons Farnell & Grein, LLP 
+1030 SW Morrison Street 
+Portland, OR 97205 
\ No newline at end of file
diff --git a/raw/aaer/2011/AAER-3254.txt b/raw/aaer/2011/AAER-3254.txt
new file mode 100644
index 0000000000000000000000000000000000000000..64863ac23d9295fba0ba14ff38ede3949fe4de0e
--- /dev/null
+++ b/raw/aaer/2011/AAER-3254.txt
@@ -0,0 +1,1386 @@
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+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 21889 / March 18, 2011 
+
+ Accounting and Auditing Enforcement Release No. 3254 / March 18, 2011 
+
+  Securities and Exchange Commission v. INTERNATIONAL BUSINESS MACHINES CORPORATION , Civil Action No. 01:11-cv-00563 (RJL) (D.D.C.) (filed March 18, 2011) 
+
+ IBM TO PAY $10 MILLION IN SETTLED FCPA ENFORCEMENT ACTION 
+
+ The U.S. Securities and Exchange Commission today charged International Business Machines Corporation ("IBM") with violating the books and records and internal control provisions of the Foreign Corrupt Practices Act of 1977 ("FCPA") as a result of the provision of improper cash payments, gifts, and travel and entertainment to government officials in South Korea and China. 
+
+ As alleged in the SEC's Complaint, from 1998 to 2003, employees of IBM Korea, Inc., an IBM subsidiary, and LG IBM PC Co., Ltd., a joint venture in which IBM held a majority interest, paid cash bribes and provided improper gifts and payments of travel and entertainment expenses to various government officials in South Korea in order to secure the sale of IBM products. 
+
+ It was further alleged that, from at least 2004 to early 2009, employees of IBM (China) Investment Company Limited and IBM Global Services (China) Co., Ltd., both wholly-owned IBM subsidiaries, engaged in a widespread practice of providing overseas trips, entertainment, and improper gifts to Chinese government officials. 
+
+ Without admitting or denying the SEC's allegations, IBM consented to the entry of a final judgment that permanently enjoins the company from violating the books and records and internal control provisions of the FCPA, codified as Sections 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934. IBM also agreed to pay disgorgement of $5,300,000, $2,700,000 in prejudgment interest, and a $2,000,000 civil penalty.   
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diff --git a/raw/aaer/2011/AAER-3261.txt b/raw/aaer/2011/AAER-3261.txt
new file mode 100644
index 0000000000000000000000000000000000000000..40fc4700cfe0a5a7ca559c523e22158c8b58bf6a
--- /dev/null
+++ b/raw/aaer/2011/AAER-3261.txt
@@ -0,0 +1,1388 @@
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+ 
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+                Litigation Release No. 21922 / April 8, 2011 
+
+ Accounting and Auditing Enforcement Release No. 3261 / April 8, 2011 
+
+  Securities and Exchange Commission v. Johnson & Johnson,  Civil Action No. 1: 11-CV-00686 (D.D.C.) (E.F.H.) (filed April 8, 2011) 
+
+ JOHNSON & JOHNSON TO PAY MORE THAN $70 MILLION IN SETTLED FCPA ENFORCEMENT ACTION 
+
+ The Securities and Exchange Commission today announced a settlement with Johnson and Johnson ("J&J") to resolve SEC charges that the New Brunswick, NJ-based global pharmaceutical, consumer product, and medical device company violated the Foreign Corrupt Practices Act (FCPA) by bribing public doctors in several European countries and paying kickbacks to Iraq to illegally obtain business. 
+
+ The SEC alleges that, since at least 1998, J&J's subsidiaries paid bribes to public doctors in Greece who selected J&J surgical implants, paid bribes to public doctors and hospital administrators in Poland who awarded tenders to J&J, and paid bribes to public doctors in Romania to prescribe J&J pharmaceutical products. J&J also paid kickbacks to Iraq in order to obtain contracts under the United Nations Oil for Food Program ("Program"). 
+
+ J&J has agreed to pay more than $48.6 million in disgorgement and prejudgment interest to settle the SEC's charges and to pay a $21.4 million fine to the U.S. Department of Justice to settle criminal charges. A resolution of a related investigation by the United Kingdom Serious Fraud Office is anticipated. 
+
+ The SEC's complaint alleges that J&J subsidiaries, employees, and agents paid bribes to public doctors and administrators in Greece, Poland, and Romania. Doctors who ordered or prescribed J&J products were rewarded in a variety of ways, including cash and inappropriate travel. A variety of schemes were used to carry-out the bribery, including the use of slush funds, sham civil contracts with doctors, and off-shore companies in the Isle of Man. A J&J executive was involved in the Greek conduct, and MD&D Poland executives running three business lines oversaw the creation of sham contracts, travel documents, and the creation of slush funds in Poland. The SEC's complaint also alleges that J&J's agent paid secret kickbacks to Iraq to obtain nineteen Oil for Food contracts. 
+
+ Without admitting or denying the SEC's allegations, J&J has consented to the entry of a court order permanently enjoining it from future violations of Sections 30A, 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934; ordering it to pay $38,227,826 in disgorgement and $10,438,490 in prejudgment interest; and ordering it to comply with certain undertakings regarding its FCPA compliance program. 
+
+ J&J voluntarily disclosed some of the violations by its employees, and conducted a thorough internal investigation to determine the scope of the bribery and other violations, including proactive investigations in more than a dozen countries by both its internal auditors and outside counsel. J&J's internal investigation and its ongoing compliance programs were essential in gathering facts regarding the full extent of J&J's FCPA violations. 
+
+ Kelly G. Kilroy and Tracy L. Price of the Enforcement Division's FCPA Unit and Brent S. Mitchell and Reid A. Muoio conducted the SEC's investigation. The SEC acknowledges the assistance of the U.S. Department of Justice, Fraud Section; the Federal Bureau of Investigation; the Serious Fraud Office in the United Kingdom; and 5 th  Investigation Department of the Regional Prosecutor's Office in Radom, Poland. The SEC's investigation is continuing.   
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diff --git a/raw/aaer/2011/AAER-3267.txt b/raw/aaer/2011/AAER-3267.txt
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+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 64280 / April 8, 2011 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3267 / April 8, 2011 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14336 
+In the Matter of 
+CHISHOLM, BIERWOLF, 
+NILSON & MORRILL, LLC  
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE AND CEASE-
+ AND-DESIST PROC EEDINGS PURSUANT 
+TO SECTIONS 4C AND 21C OF THE 
+SECURITIES EXCHANGE ACT OF 1934 
+AND RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS AND A CEASE-
+AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative and cease-and-desist proceedings be, and hereby are, instituted against Chisholm, 
+Bierwolf, Nilson & Morrill, LLC (“Respondent”) pursuant to Sections 4C
+1 and 21C of the 
+Securities Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(ii) of the Commission’s 
+Rules of Practice.2 
+1 Section 4C provides, in relevant part, that: 
+The Commission may censure any person, or deny, temporarily or permanently, to any person the privilege 
+of appearing or practicing before the Commission in any way, if that person is found . . . (1) not to possess the 
+requisite qualifications to represent others . . . (2) to be lacking in character or integrity, or to have engaged in 
+unethical or improper professional conduct; or (3) to have willfully violated, or willfully aided and abetted the 
+violation of, any provision of the securities laws or the rules and regulations thereunder. 
+2 Rule 102(e)(1)(ii) provides, in pertinent part, that: 
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+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
+proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Public 
+Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making 
+Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth 
+below. 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds
+3 that: 
+A. SUMMARY 
+1. From year-end 2004 through the first quarter of 2008, Powder River Petroleum 
+International, Inc. (“Powder River” or “the company”) improperly accounted for over $43 million 
+in proceeds from conveyances of fractional working interests in oil-and-gas leases to investors in 
+Asia. In particular, Powder River immediately recognized revenue from the conveyances, despite 
+the fact that it had promised the Asian working interest investors a guaranteed return until they 
+recouped their initial investment.  In addition, Powder River also improperly recorded assets it did 
+not own or that were stated in excess of net realizable value.  As a result, Powder River’s financial 
+statements did not present fairly, in all material respects, the company’s financial position, 
+operating results, and cash flows in conformity with generally accepted accounting principles.  
+Powder River materially overstated its revenues by 7% to 2,417%, its pre-tax income by 18% to 
+441%, and its assets by 7% to 48% in its Commission filings during the applicable period.  
+2. From year-end 2004 through the first quarter of 2008, Powder River engaged 
+Respondent to conduct annual audits and quarterly reviews of Powder River’s financial statements.  
+Respondent failed to conduct these engagements in accordance with Public Company Accounting 
+Oversight Board (“PCAOB”) Standards.  Respondent also failed to have procedures in place to 
+detect fraud and to evaluate Powder River’s ability to continue as a going concern.  Respondent’s 
+failures as Powder River’s auditor were a cause of Powder River’s filing of false and misleading Forms 
+The Commission may . . . deny, temporarily or permanently, the privilege of appearing or practicing before 
+it . . . to any person who is found . . . to have engaged in unethical or improper professional conduct. 
+The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 
+other person or entity in this or any other proceeding. 
+2 
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+10-QSB and 10-KSB.  Accordingly, Respondent engaged in improper professional conduct, violated 
+Sections 10A(a)(1) and 10A(a)(3) of the Exchange Act, and was a cause of Powder River’s violations 
+of Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13 and 12b-20 thereunder. 
+B. RESPONDENT 
+3. Chisholm, Bierwolf, Nilson & Morrill, LLC (“Chisholm Bierwolf”), a PCAOB-
+registered audit firm with offices in Bountiful and Layton, Utah, and its predecessors, have been 
+Powder River’s auditor since 2001. 
+C. RELEVANT INDIVIDUALS AND ENTITY 
+4. Todd D. Chisholm (“Chisholm”) is a certified public accountant licensed in the 
+state of Utah. He became an audit partner for Respondent in 1995, and he served as the firm’s 
+managing partner from 2004 to 2010.  Chisholm was the engagement partner on the audits and 
+quarterly reviews of Powder River from 2004 through the third quarter of 2007, and supervised 
+Respondent’s engagements to audit and review Powder River’s financial statements throughout 
+that period. 
+5. Troy F. Nilson (“Nilson”) is a certified public accountant licensed in the state of 
+Utah and has been an audit partner of Respondent from 2004 to the present.  Nilson was the 
+engagement partner on Powder River’s audit and quarterly review for year-end 2007 and the first 
+quarter of 2008, and supervised Respondent’s engagements to audit and review Powder River’s 
+financial statements in those periods. 
+6. Powder River Petroleum International, Inc. is an Oklahoma corporation 
+headquartered in Calgary, Canada.  The company’s common stock is registered with the 
+Commission pursuant to Exchange Act Section 12(g).  Powder River’s shares are currently quoted 
+on Pink OTC Markets, Inc.  In July 2008, an Oklahoma district court granted a temporary 
+restraining order and appointed a receiver for Powder River in connection with a complaint filed 
+by certain Asian investors.
+4  In December 2008, Powder River filed for bankruptcy.5  It has not 
+restated its financial statements, other than a restatement of its 2007 quarterly financial statements 
+included in its year-end 2007 financial statements, nor has it filed any reports with the Commission 
+since September 17, 2008. 
+D. FACTS 
+Oil-and-Gas Working Interest Conveyances 
+7. From year-end 2004 through the first quarter of 2008, Powder River offered and 
+sold working interests in its oil-and-gas leases through an independent sales agent to investors in 
+4 See Chang v. Powder River Petroleum Int’l, Inc. (Okla. Dist. Ct. July 14, 2008) (No. CJ-2008-4855). 
+5 See In re Powder River Petroleum Int’l, Inc. (Bankr. W.D. Okla. Dec. 12, 2008) (No. 08-15613). 
+3
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+Singapore, Malaysia and Indonesia.  Powder River’s contracts with Asian investors provided that 
+they would receive guaranteed payments yielding an annual minimum of 9%, and in some cases 
+more, beginning approximately six months after the date of investment until investors reached the 
+“break-even point,” i.e. when their principal had been repaid (the “guaranteed payments”).  
+Thereafter, investors received lease production payments based on their respective working 
+interests. By the second quarter of 2007, Powder River’s guaranteed payments exceeded not only 
+the investors’ share of oil-and-gas production revenues, but also Powder River’s total production 
+revenues. After that date, Powder River used proceeds from working interest conveyances to new 
+investors to fund guaranteed payments to earlier investors. 
+8. From year-end 2004 through the first quarter of 2008, Powder River improperly 
+recognized as revenue over $33.5 million in proceeds from conveyances of the working interests to 
+investors. These conveyances were in substance and should have been reported by Powder River 
+as borrowings, not revenue (see Financial Accounting Standards No. 19, Financial Accounting and 
+Reporting by Oil and Gas Producing Companies, paragraph 43). The investors’ contractual right 
+to receive guaranteed payments until their “break-even point” represented, in substance, a loan of 
+capital to Powder River at a guaranteed 9% minimum rate of return.  As a result of Powder River’s 
+improper accounting, the company materially overstated its revenues in its Forms 10-QSB, 10-Q, 
+10-KSB and 10-K for the year ended December 31, 2004 through the quarter ended March 31, 
+2008 by 7% to 2,417% and its net pre-tax income by 18% to 441%.  
+9. Respondent Chisholm Bierwolf conducted audits and quarterly reviews of Powder 
+River’s financial statements from year-end 2004 through the first quarter of 2008.  Chisholm 
+supervised Respondent’s audits and quarterly reviews from year-end 2004 through the third quarter 
+of 2007. During Respondent’s 2004 and 2005 audits, and quarterly reviews during 2005 and 2006, 
+Chisholm failed to examine the documents underlying the working interest conveyances or to 
+question Powder River’s improper revenue recognition of conveyance proceeds.  Instead he relied, 
+without further inquiry, on the Powder River CEO’s characterization of the working interest 
+conveyances as “sales.”  As a result, Powder River: a) failed to disclose and account properly for 
+the guaranteed payments; and b) improperly reported the working interest conveyance proceeds as 
+revenue in financial statements included in its 2004 and 2005 Forms 10-KSB and its Forms 10­
+QSB from the first quarter of 2005 through the third quarter of 2006.  
+10. During Powder River’s 2006 audit, Chisholm became aware of Powder River’s 9% 
+payments to the working interest investors, but failed to inquire further about them or consider how 
+those payments might affect Powder River’s revenue recognition or whether the company should 
+disclose its payment obligation in its 2006 financial statements.  As a result, Powder River 
+continued to record the working interest conveyance proceeds as revenue, failed to disclose the 
+guaranteed payments, and improperly offset the guaranteed payments against the company’s oil-
+and-gas production receipts.  
+11.  In the second quarter of 2007, when the guaranteed payments exceeded Powder 
+River’s entire oil-and-gas receipts, the company began recording the guaranteed payments on its 
+balance sheet as an asset labeled “pre-paid production payments.”  Chisholm was aware of these 
+4
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+facts.  Yet, during 2007 quarterly reviews, he again failed to consider the impact of the guaranteed 
+payments on Powder River’s revenue recognition or to inquire further whether Powder River’s 
+accounting for those payments was correct.  Chisholm also failed to consider whether Powder 
+River should disclose its guaranteed payment obligation.  As a result of the foregoing, Powder 
+River continued to record the working interest conveyance proceeds as revenue, failed to disclose 
+the guaranteed payments, and mischaracterized those payments as an asset in its financial 
+statements included in its second and third quarter 2007 Forms 10- QSB. 
+12.  Nilson supervised Powder River’s 2007 audit and first-quarter 2008 review.  
+During the 2007 audit, Nilson examined some of the contracts underlying the working interest 
+conveyances, which described the guaranteed payments, and determined that Powder River’s 
+accounting for those payments as an asset was improper.  The company filed a Form 8-K on March 
+17, 2008, which disclosed the guaranteed payments and indicated that the company’s second and 
+third quarter 2007 financial statements could not be relied upon.  When Powder River filed its 
+2007 Form 10-K and first- quarter 2008 Form 10-Q, the company disclosed the guaranteed 
+payments as a future commitment in its financial statement footnotes.  Nilson failed, however, to 
+consider whether, as a result of the guaranteed payment provisions, the conveyances should have 
+been reported as borrowings rather than sales.  As a result, the company continued to improperly 
+report the proceeds from its working interest conveyances as revenues.  
+13. Furthermore, Nilson was aware that Powder River’s guaranteed payments exceeded 
+the company’s total oil-and-gas revenues for 2007.  Yet, he failed to include a “going concern” 
+paragraph in Chisholm Bierwolf audit opinion, despite substantial reason to doubt that Powder 
+River’s future oil-and-gas revenues, which were only $3.3 million in 2007, would be sufficient to 
+cover the $6.1 million of guaranteed payments due in 2008. 
+Inflated Assets 
+14.  Powder River reported assets that it did not own, that did not exist, or that it should 
+have written in financial statements included in its 2005, 2006 and 2007 Forms 10-KSB and 10-K 
+and for its Forms 10-QSB and 10-Q for the for the first, second and third quarters of 2005, 2006, 
+and 2007 and the first quarter of 2008.  During the company’s 2005, 2006 and 2007 audits, 
+Respondent failed to conduct sufficient audit procedures to support the recorded oil-and-gas assets 
+and a “loan receivable”; otherwise it would have discovered information that indicated a 
+significant amount of such assets should be removed from Powder River’s financial statements.  
+As a result, the company overstated its assets by 7% to 48%. 
+15. In particular, Powder River improperly included as assets on its financial statements 
+two oil-and-gas leases it had agreed, but failed, to acquire.  Specifically, in 2005, Powder River 
+made $500,000 in nonrefundable payments as a part of an agreement to acquire a New Mexico oil-
+and-gas lease for $5 million, but by August 2005 it had defaulted on the terms of the agreement 
+and lost its rights to the lease. Nonetheless, Powder River continued to report the lease as an asset 
+on its balance sheet from the third quarter of 2005 through the first quarter of 2008, which was its 
+last quarterly report.  Similarly, Powder River made nonrefundable payments totaling $1.5 million 
+5
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+in late 2006 and early 2007 as part of an agreement to acquire a Texas oil-and-gas lease for $6.5 
+million. The company reported the lease, along with an associated note payable, as assets on its 
+balance sheet from year-end 2006 onward.  In reality, the agreement was never consummated, no 
+note agreement was ever executed, and by the end of 2007 Powder River had forfeited its 
+payments.  
+16. During Powder River’s 2005 and 2006 audits, Chisholm failed to review the oil-
+and-gas lease purchase documents for the New Mexico and Texas leases and to obtain adequate 
+documentation for the $2 million paid to third-parties in the failed lease purchases.  During the 
+2006 audit, Chisholm also failed to perform adequate alternate procedures even though:  a) 
+documents provided by Powder River to Respondent indicated the Texas lease purchase agreement 
+terms expired in December 2006; and b) Respondent received an irregular confirmation of the 
+purported $5 million promissory note. 
+17. During Powder River’s 2007 audit, Nilson failed to perform procedures to verify 
+the existence and ownership of the New Mexico and Texas leases, despite the size of the assets and 
+the fact that the company had not paid any significant development costs or taxes on the properties 
+in 2007. Nilson did not review the oil-and-gas lease purchase documents or any promissory note 
+agreement on the Texas lease.  During the 2007 audit, Nilson requested confirmation of the 
+purported $5 million promissory note on the Texas lease, but failed to perform sufficient 
+alternative procedures when the confirmation was not returned.    
+18. In addition, Powder River listed a $1.2 million item as a “loan receivable” on the 
+company’s balance sheet in its 2007 Form 10-K financial statements.  In prior periods, this item 
+was reported as a cash or cash equivalent.  Despite this unexplained change in accounting 
+treatment and the fact that no payments had ever been made on the loan receivable, Nilson failed to 
+obtain documentation of the purported loan receivable or to perform any procedures to evaluate the 
+collectability of the loan.  Further, Nilson failed to identify that the loan receivable had not been 
+disclosed as a related party transaction in compliance with Statement of Financial Accounting 
+Standard No. 57, Related Party Disclosures. 
+Failure to Assess the Work of a Professional 
+19. At year-end 2005 and 2006, oil-and-gas properties represented 62% and 67%, 
+respectively, of Powder River’s total assets.  In auditing Powder River’s 2005 and 2006 financial 
+statements, Respondent and Chisholm obtained and relied upon brief excerpts from oil-and-gas 
+reserve reports.  He did little, if anything, to: a) evaluate the qualifications of the petroleum engineer 
+who prepared the oil-and-gas reserve reports; b) understand the nature of the work performed in 
+preparing the oil-and-gas reserve reports; and c) evaluate the petroleum engineer’s relationship to 
+Powder River.  Prior to the completion of the 2005 audit, Chisholm learned that the Commission’s 
+Division of Corporation Finance staff had issued comments, some of which addressed Powder 
+River’s oil-and-gas reserves, on its 2004 Form 10-KSB, and participated in at least one telephone 
+call regarding the company’s response to those comments.  Chisholm knew or should have known 
+that the staff’s comments and Powder River’s responses thereto raised questions as to: a) the 
+qualifications of the engineer who prepared the reserve reports; b) the adequacy of the reserve 
+6
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+reports to support disclosures made in the financial statements; and c) conformity of the reserve 
+reports with Rule 4-10 of Regulation S-X.  Accordingly, Respondent and Chisholm failed to adhere 
+to the guidance contained in AU 336, Using the Work of a Specialist, and failed to obtain sufficient 
+competent evidential matter to support Respondent’s report on Powder River’s 2005 and 2006 
+financial statements. 
+20. Powder River’s year-end 2005 and 2006 financial statements disclosed 
+supplementary, unaudited footnote information required under Statement of Financial Accounting 
+Standards No. 69, Disclosures about Oil and Gas Producing Activities. Despite the questions raised 
+by the staff’s comments on Powder River’s 2004 Form 10-KSB, Respondent and Chisholm failed to 
+comply with the provisions of AU §9558, Required Supplementary Information; Auditing 
+Interpretation of Section 558, while supervising Powder River’s 2005 and 2006 audits.  AU §9558 
+states that if an auditor believes that information may not be presented within the applicable 
+guidelines he ordinarily should make additional inquiries.  Respondent and Chisholm had reason to 
+believe that Powder River’s footnote information may not have been presented within applicable 
+guidelines.  Therefore, they ordinarily should have made additional inquiries, but failed to do so. 
+21. At year-end 2007, oil-and-gas properties represented approximately 82% of Powder 
+River’s total assets.  The company, however, failed to obtain new or updated reserve reports in 
+2007, instead relying on the reports that it had used in connection with the 2006 audit.  In auditing 
+Powder River’s 2007 financial statements, Respondent and Nilson relied on the work performed in 
+the audit of Powder River’s 2006 financial statements, without performing procedures to test or 
+verify the scope or adequacy of that prior audit work or the 2006 reserve reports.  Respondent and 
+Nilson did nothing to:  a) evaluate the qualifications of the petroleum engineer who prepared the oil-
+and-gas reserve reports; b) understand the nature of the work performed in preparing the oil-and-gas 
+reserve reports; and c) evaluate the petroleum engineer’s relationship to Powder River.  They knew 
+or should have known that Powder River’s failure to obtain new or updated reserve reports raised 
+questions as to: a) the qualifications of the engineer who prepared the reserve reports and b) the 
+adequacy of the reserve reports to support disclosures made in the financial statements.  
+Accordingly, Respondent and Nilson failed to adhere to the guidance contained in AU 336, Using 
+the Work of a Specialist, and failed to obtain sufficient competent evidential matter to support 
+Respondent’s report on Powder River’s 2007 financial statements. 
+Creation of Audit Documents 
+22. Prior to a PCAOB inspection in 2007, Chisholm and Nilson created and back-dated 
+and directed Respondent’s staff to create and back-date audit planning and other documents more 
+than 45 days after the documentation completion dates for the 2006 audit of Powder River’s 
+financial statements.  Respondent, Chisholm, and Nilson failed to document in the workpapers the 
+dates that these changes were made, the names of the persons who made them, and the reasons for 
+adding information.  They also failed to notify the PCAOB inspection team that changes had been 
+made to the audit files without appropriately documenting those changes. As a result, Respondent 
+failed to comply with PCAOB Auditing Standard No. 3, Audit Documentation, in addition to 
+violating PCAOB rules. Respondent produced those documents to SEC staff during its 
+7
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+investigation, without disclosing that they had been back-dated or created after the document 
+completion deadlines. 
+Failure to Conduct Audits in Accordance with PCAOB Standards 
+23. As the foregoing conduct demonstrates, Respondent failed to conduct Powder 
+River’s 2004 through 2007 audits in accordance with PCAOB Standards and Rules.  Specifically, 
+Respondent, failed to: 
+a. Adequately plan audits and properly train and supervise assistants, 
+under AU 311, ¶8, Planning & Supervision; 
+b. Gather sufficient competent evidential matter, under AU 326, ¶13, 
+Audit Evidence, to support the characterization of Powder River’s revenue and Respondent’s 
+conclusions on company assets; 
+c. Exercise due professional care and skepticism, under AU 230, ¶¶9, 
+25, Due Professional Care in the Performance of Work, as illustrated by repeated failures to 
+review underlying documentation, undue reliance on management, and failure to respond 
+appropriately to “red flags;” 
+d. Consider whether, under AU 336, ¶¶8, 9, Using the Work of a 
+Specialist, Powder River’s petroleum engineers possessed the necessary qualifications for their 
+work to be used as audit evidence; 
+e. Make additional inquiries under AU §9558, Required Supplementary 
+Information; Auditing Interpretation of Section 558, although Respondent had reason to believe that 
+Powder River’s oil-and-gas reserves footnote information may not have been presented within 
+applicable guidelines;  
+f. Evaluate, under AU 341, ¶3, The Auditor's Consideration of an 
+Entity's Ability to Continue as a Going Concern, Powder River’s ability to continue as a going 
+concern even though the fact that Powder River’s total revenues were significantly less than its 
+guaranteed payment obligations should have raised substantial doubt about its ability to continue as 
+a going concern; 
+g. Perform sufficient alternative procedures, under AU 330, ¶31, The 
+Confirmation Process, when Respondent did not receive proper confirmations of a promissory 
+note and a loan receivable; and 
+h. Properly prepare audit documentation, under PCAOB Auditing 
+Standard No. 3, ¶15, Audit Documentation, as demonstrated by after-the-fact creation and back­
+dating of audit planning documents and checklists. 
+8
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+24. Furthermore, Respondent did not have procedures in place designed to provide 
+reasonable assurance of detecting illegal acts that would have a direct and material effect on 
+Powder River’s financial statement amounts, as required by Section 10A(a)(1) of the Exchange 
+Act. This was demonstrated by Chisholm and Nilson’s failure to recognize Powder River’s 
+improper revenue recognition, their failure to identify assets improperly included on its balance 
+sheet, and their reliance on non-SEC compliant reserve reports that failed to support Powder 
+River’s reported reserves. 
+25. Respondent also did not include in the 2007 audit an evaluation of whether there 
+was substantial doubt about the ability of Powder River to continue as a going concern during the 
+ensuing fiscal year, as required by Section 10A(a)(3) of the Exchange Act.  This is demonstrated 
+by Nilson’s failure to recognize that Powder River’s total revenues in 2007 were significantly less 
+than its guaranteed payment obligations for the following year, which should have raised 
+substantial doubt about the company’s ability to continue as a going concern. 
+E. VIOLATIONS 
+26. Exchange Act Section 10A(a)(1) requires each audit to include procedures designed 
+to provide reasonable assurance of detecting illegal acts that would have a direct and material 
+effect on the determination of financial statement amounts, and Section 10A(a)(3) requires each 
+audit to include an evaluation of whether there is substantial doubt about the ability of the issuer to 
+continue as a going concern during the ensuing fiscal year.  No showing of scienter is necessary to 
+establish a violation of Section 10A.  See SEC v. Solucorp Indus., Ltd., 197 F. Supp. 2d 4 
+(S.D.N.Y. 2002). 
+27. As discussed above, Respondent violated Sections 10A(a)(1) and 10A(a)(3) by 
+failing to have adequate procedures in place during Powder River’s 2004 through 2007 audits to: 
+1) reasonably assure detection of illegal acts, such as Powder River’s undisclosed guaranteed 
+payments (from 2004 through 2006), its material overstatement of its revenues, improperly 
+recorded assets on its balance sheet, its materially overstated oil and gas reserves, and Powder 
+River’s payments of later working interest conveyance proceeds to earlier working interest 
+investors, which materially affected the determination of financial statement amounts; and 2) to 
+evaluate whether there was substantial doubt about Powder River’s ability to continue as a going 
+concern during the  2007 audit. 
+28. Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13, and 12b-20 thereunder, 
+require every issuer of a security registered pursuant to Section 12 of the Exchange Act file with 
+the Commission information, documents, and annual and quarterly reports as the Commission 
+may require, and mandate that periodic reports contain such further material information as may 
+be necessary to make the required statements not misleading.  The obligation to file such reports 
+embodies the requirement that they be true and correct.  See, e.g., SEC v. Savoy Indus., Inc., 587 
+F.2d 1149, 1165 (D.C. Cir. 1978), cert. denied, 440 U.S. 913 (1979).   
+9
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+29. As discussed above, from year-end 2004 through the first quarter of 2008, 
+Respondent’s failures were a cause of Powder River’s filing of false and misleading periodic 
+reports with the Commission.  Accordingly, Respondent was a cause of Powder River’s violations 
+of Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13, and 12b-20 thereunder. 
+30. Rule 102(e)(1)(ii) of the Commission’s Rules of Practice and Section 4C of the 
+Exchange Act authorize the Commission to censure or deny, temporarily or permanently, the 
+privilege of appearing or practicing before the Commission to accountants who are found to have 
+engaged in improper professional conduct.  Under Rule 102(e)(1)(iv), the term “improper 
+professional conduct” means, in part, “repeated instances of unreasonable conduct, each resulting 
+in a violation of applicable professional standards, that indicate a lack of competence to practice 
+before the Commission.”  Respondent’s actions were unreasonable and failed to conform to 
+applicable professional standards.  Accordingly, Respondent’s conduct supports an action under 
+Rules 102(e)(1)(ii) and 102(e)(1)(iv)(B)(2) of the Rules of Practice. 
+F. FINDINGS 
+31. Based on the foregoing, the Commission finds that Respondent violated Sections 
+10A(a)(1) and 10A(a)(3) of the Exchange Act, and was a cause of Powder River’s violations of 
+Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13, and 12b-20 promulgated thereunder. 
+32. Based on the foregoing, the Commission finds that Respondent engaged in 
+improper professional conduct pursuant to Rules 102(e)(1)(ii) and 102(e)(1)(iv)(B)(2) of the 
+Commission’s Rules of Practice. 
+G. UNDERTAKING 
+33. Cooperation. Respondent undertakes to cooperate fully with the Commission 
+with respect to any matter relating to the Commission's investigation of Powder River or its 
+current or former officers, directors, employees, or auditors, including but not limited to any 
+litigation or other proceeding related to or resulting from that investigation.  Such cooperation 
+shall include, but is not limited to, upon reasonable notice and without subpoena:  
+a. Producing any document, record, or other tangible evidence reasonably 
+requested by Commission staff in connection with the Commission's investigation, litigation or 
+other proceedings; 
+b. Providing all information reasonably requested by Commission staff in 
+connection with the Commission's investigation; and  
+c. Attending and providing truthful statements at any meeting, interview, 
+testimony, deposition, trial, or other legal proceeding reasonably requested by the Commission 
+staff.  
+10
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+34. In determining whether to accept the Offer, the Commission has considered these 
+undertakings. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Respondent shall cease and desist from committing or causing any violations and any future 
+violations of Sections 10A(a)(1) and 10A(a)(3) of the Exchange Act. 
+B. Respondent shall cease and desist from committing or causing any violations and any 
+future violations of Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13, and 12b-20 
+promulgated thereunder. 
+C. Respondent is denied the privilege of appearing or practicing before the Commission as an 
+accountant.
+ By the Commission.
+       E l i z a b e t h M . M u r p h y
+       S e c r e t a r y 
+11
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+ 
+Service List 
+Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Public 
+Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
+Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making 
+Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order ("Order"), on the 
+Respondent and its legal agent. 
+The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+Honorable Brenda P. Murray 
+Chief Administrative Law Judge 
+Securities and Exchange Commission 
+100 F Street, N.E. 
+Washington, DC 20549-2557 
+Shoshana Thoma-Isgur, Esq. 
+Fort Worth Regional Office 
+Securities and Exchange Commission 
+801 Cherry Street, Suite 1900 
+Fort Worth, TX 76102 
+Mr. Troy F. Nilson, Managing Member 
+Chisholm, Bierwolf, Nilson & Morrill, LLC 
+c/o Douglas E. Griffith, Esq. 
+Kesler & Rust 
+68 South Main Street, 2nd Floor 
+Salt Lake City, UT 84101 
+Douglas E. Griffith, Esq. 
+Kesler & Rust 
+68 South Main Street, 2nd Floor 
+Salt Lake City, UT 84101 
+(Counsel for Chisholm, Bierwolf, Nilson & Mo 
+12
+ 
\ No newline at end of file
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+
+ Litigation Release No. 21939 / April 20, 2011 
+
+ Accounting and Auditing Enforcement Release No. 3272 / April 20, 2011 
+
+  Securities and Exchange Commission v. Duane Martin and Gary Trump , Civil Action No. 09-cv-05259 (N.D. Ill.) 
+
+ COURT ENTERS A FINAL JUDGMENT AGAINST STOCK PROMOTER GARY TRUMP 
+
+ On April 12, 2011, the District Court for the Northern District of Illinois entered a Final Judgment against stock promoter Gary Trump in a civil action brought by the United States Securities & Exchange Commission (the "Commission").  The Commission sued Trump as well as Duane Martin, the former CEO of St. Charles, Illinois-based Universal Food & Beverage, Inc. ("Universal"), a now-defunct company, for violating federal securities laws.  Trump was charged with violating the registration provisions of the Securities Act of 1933 (the "Securities Act") for improperly issuing S-8 stock to stock promoters and Martin's personal creditors.  The Final Judgment entered against Trump permanently enjoins him from violating Sections 5(a) and 5(c) of the Securities Act and permanently bars him from participating in any penny stock offerings.  It also orders him to pay $69,976.27 in disgorgement and prejudgment interest, but waives payment based on his demonstrated inability to pay.  The Final Judgment was entered based on Trump's Consent to Final Judgment in which he neither admitted nor denied the allegations in the Commission's Complaint. 
+
+ The Commission's Complaint alleged that Trump and Martin violated the registration provisions of the Securities Act by improperly issuing S-8 stock to stock promoters and Martin's personal creditors.  Trump, who took S-8 shares in exchange for promoting Universal stock, (a) helped engineer the illegal S-8 offering by hand-picking a team of promoters who participated in the offering and (b) illegally distributed his S-8 shares to the public without registration.  The Complaint also pled several fraud claims against Martin. 
+
+ The Commission previously settled its claims against Duane Martin by which Martin agreed to entry of (1) a permanent injunction, (2) a permanent penny stock bar, and (3) a permanent officer and director bar.  In addition, on March 16, 2010, the United States Attorney's Office for the Northern District of Illinois ("USAO") charged Martin with wire fraud based largely on the misconduct identified in the Commission's Complaint.  Martin pled guilty and, on July 13, 2010, was sentenced to 41 months in prison and ordered to pay $618,441 in restitution to Universal's creditors. 
+
+ For more information, see Litigation Release Nos.  21187  (August 27, 2009) and  21733  (November 9, 2010).   
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diff --git a/raw/aaer/2011/AAER-3281.txt b/raw/aaer/2011/AAER-3281.txt
new file mode 100644
index 0000000000000000000000000000000000000000..da356cb0a4ca1eccaa49e70a68765334288a3002
--- /dev/null
+++ b/raw/aaer/2011/AAER-3281.txt
@@ -0,0 +1,358 @@
+ 
+ 
+UNITED STATES OF AMERICA  
+Before the  
+SECURITIES AND EXCHANGE COMMISSION  
+ 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No.  64496 / May 13, 2011 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3281 / May 13, 2011 
+ 
+ADMINISTRATIVE PROCEEDING  
+File No.  3-14384 
+ 
+ 
+In the Matter of 
+ 
+GEORGE B. DOHERTY,  
+ 
+Respondent. 
+ 
+ 
+ 
+ORDER INSTITUTING CEASE-AND-
+DESIST PROCEEDINGS PURSUANT TO 
+SECTION 21C OF THE SECURITIES 
+EXCHANGE ACT OF 1934, MAKING 
+FINDINGS, AND IMPOSING A CEASE-
+AND-DESIST ORDER AND CIVIL 
+PENALTY  
+   
+I. 
+ 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that 
+cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
+Securities Exchange Act of 1934 (“Exchange Act”), against George B. Doherty (“Doherty” or 
+“Respondent”). 
+ 
+II.  
+ 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”), which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the 
+findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 
+these proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
+Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, 
+Making Findings, and Imposing a Cease-and-Desist Order and a Civil Penalty (“Order”), as set 
+forth below. 
+ 
+III.  
+ 
+On the basis of this Order and Respondent’s Offer, the Commission finds that:1 
+ 
+ 
+ 
+ 2 
+ 
+Summary 
+ 
+1. These proceedings concern George B. Doherty’s role in the improper recognition 
+of revenue by GSI Group Inc. (“GSI” or the “Company”).   Doherty caused GSI to recognize 
+revenue from certain significant transactions in its Semiconductor Systems segment (the 
+“Systems Division”)  that materially impacted GSI’s financial results even though revenue 
+recognition was prohibited pursuant to Generally Accepted Accounting Principles (“GAAP”).  In 
+April 2008, Doherty learned that GSI may have failed to provide unique, customized, factory 
+automation software, for which it did not have vendor specific objective evidence of value, in 
+connection with the sale of six semiconductor systems to a Taiwanese customer and, 
+accordingly, may have improperly recognized nearly $5 million in revenue during the fourth 
+quarter of fiscal 2007.  In addition, in connection with the sale of several production systems to a 
+Korean customer, Doherty incorrectly concluded that an as yet-undeveloped multiple pulse laser 
+(the “Undeveloped Laser”) was substantially similar to a single pulse laser (the “Single Pulse 
+Laser”) that GSI had previously sold, even though he possessed information indicating that the 
+two lasers were in fact not substantially similar.  As a result, Doherty caused GSI to improperly 
+recognize over $16 million in revenue from these sales during the first and second quarters of 
+fiscal year 2008.     
+ 
+Respondent 
+ 
+2. George B. Doherty, 48, of Lincoln, Massachusetts, worked for GSI Group, Inc. 
+from 2004 through May 2009.  Doherty became GSI’s corporate controller in August 2006, a 
+position he held until May 2009.  For his work in 2007, Doherty received incentive-based 
+compensation including, but not limited to, a cash bonus. Doherty has been a CPA licensed in 
+Massachusetts since 1989. 
+  
+Other Relevant Party 
+ 
+3. GSI, a New Brunswick, Canada corporation with its principal place of business in 
+Bedford, Massachusetts, manufactures and sells laser systems and other technology products.  
+GSI’s stock was registered with the Commission pursuant to Section 12(g) of the Exchange Act 
+and traded on the NASDAQ National Market System until July 31, 2006.  From July 31, 2006 
+until April 15, 2010, GSI’s stock was registered with the Commission pursuant to Section 12(b) 
+of the Exchange Act and traded on the NASDAQ Global Market.  On April 15, 2010, GSI’s 
+stock was delisted from the NASDAQ Global Market because it was delinquent in its 
+Commission filings, deregistered from Section 12(b) of the Exchange Act, and reverted back to 
+its designation under Section 12(g) of the Exchange Act.  On November 20, 2009, GSI filed a 
+voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the U.S. 
+Bankruptcy Court for the District of Delaware.  On May 27, 2010, the U.S. Bankruptcy Court for 
+the District of Delaware confirmed GSI’s plan for reorganization.  On July 23, 2010, GSI 
+completed a rights offering and emerged from the Chapter 11 proceeding.  On December 4, 
+2008, GSI announced that past financial statements filed with the Commission could no longer 
+be relied upon due to errors discovered with GSI’s recognition of revenue for those periods.  On 
+April 13, 2010, GSI filed restated annual and quarterly financial statements for the periods 
+ 
+ 3 
+contained within the fiscal years 2004, 2005, 2006, 2007, and 2008.  Effective February 14, 
+2011, GSI re-registered its common stock pursuant to Section 12(b) of the Exchange Act and is 
+currently listed on the Nasdaq Global Select Market.   
+    
+Facts 
+ 
+Background 
+ 
+4. GSI’s Systems Division manufactures production systems that it sold to both 
+domestic and international customers.  GSI’s production systems generally had both hardware 
+(including lasers) and software components (including, in certain instances, customized, vendor 
+specific, factory automation software) and required on-site installation by GSI personnel. 
+ 
+5. From mid-2007 through October 2008, Doherty, assisted by the assistant 
+corporate controller, participated in the determination when to recognize revenue from Systems 
+Division sales.  Systems Division staff documented the basic terms of a transaction in a sales 
+order approval form, which was reviewed and, depending on the size of the order, approved by 
+varying levels of sales, finance and management staff.  Transactions generally were 
+automatically recognized as revenue upon shipment.  Prior to the close of the quarter, the 
+corporate controller and assistant corporate controller reviewed the documents related to each 
+transaction and determined whether to recognize or defer revenue for the period. 
+ 
+The Korean Transaction 
+ 
+6. During November 2007, a Korean customer agreed to purchase from GSI ten 
+systems for nearly $1 million per system.  Each system was equipped with a laser previously 
+sold by GSI.  GSI agreed to upgrade these systems by replacing the original lasers with a laser 
+that had not yet been developed (the “Undeveloped Laser”) when it became available.2  As a 
+final condition, the customer demanded that GSI upgrade five systems that the customer had 
+previously purchased with Undeveloped Lasers once they became available.   
+ 
+7. In November 2007, one of GSI’s product line managers (the “PLM”) sent a letter 
+to the Korean customer confirming GSI’s obligation to upgrade the five systems with 
+Undeveloped Lasers.  The PLM did not copy anyone on the letter, and neither the letter nor the 
+terms therein were provided to GSI’s finance department (the “Finance Department”).  The PLM 
+completed the sales order approval form for the transaction representing to the Finance 
+Department that, among other things, GSI had not made any “promises or guarantees for future 
+deliverables (systems improvements, software upgrades, etc).”  The PLM also signed quarterly 
+certifications, for the Finance Department stating that he was unaware of any side transactions or 
+contingencies.   
+ 
+8. In December 2007, the PLM, Doherty, the chief financial officer, the assistant 
+controller, and the general manager of the Systems Division (the “Systems GM”) met to discuss 
+whether they could establish fair value for the Undeveloped Lasers and thus recognize revenue 
+from the transaction.  During these discussions, they concluded that GSI could establish fair 
+value for the Undeveloped Laser if they could find a substantially similar laser that GSI had 
+ 
+ 4 
+previously sold.  Shortly thereafter, the PLM and others identified a laser (the “Identified Laser”) 
+as being substantially similar to the Undeveloped Laser. 
+ 
+9. In fact, the Identified Laser was not substantially similar to the Undeveloped 
+Laser for the purposes of recognizing revenue.  Among other things, the Undeveloped Laser was 
+a unique, undeveloped product that had significantly different future application potential.  In 
+addition, the PLM had communicated to Doherty and others that the Undeveloped Lasers were 
+unique, product innovation, worth substantially more than the Identified Laser.   
+ 
+10. On December 20, 2007, Doherty emailed the PLM a draft of a memo (the “Fair 
+Value Memo”) concluding that the Undeveloped Laser and the Identified Laser were 
+substantially similar, which he asked the PLM to finalize and sign.  The PLM, however, initially 
+declined to sign the memo on the grounds that the lasers were different.  Doherty then called the 
+Systems GM and told him that if the PLM did not sign the memo, the company would not 
+recognize revenue from the sale.  The Systems GM indicated that he would talk to the PLM and, 
+that same evening, the PLM emailed Doherty the signed Fair Value Memo.   
+ 
+11. In the first and second quarters of 2008, the Korean customer ordered eight 
+additional systems and corresponding upgrades for Undeveloped Lasers.  The PLM signed 
+another memo (to which the Fair Value Memo was attached) representing that the Undeveloped 
+Laser to be used in these systems was substantially similar to the Identified Laser when in fact 
+the lasers were not substantially similar.  As a result, GSI improperly recognized revenue for the 
+systems.  GSI provided the memos to the company’s external auditors as part of their second 
+quarter review, but did not inform them of the PLM’s initial reluctance to sign the Fair Value 
+Memo. 
+ 
+12. During the first and second quarter of 2008, GSI recorded in its books and records 
+and reported in its financial statements filed with the Commission over $8.9 million and $7.1 
+million in revenue, respectively, from the transactions with the Korean customer.  However, GSI 
+should not have recognized any revenue from these transactions during these periods because 
+GSI had not delivered the Undeveloped Lasers, nor had it properly established fair value for the 
+Undeveloped Laser in accordance with GAAP.   
+ 
+The Taiwanese Transaction 
+ 
+13. In or around January 2007, the PLM began negotiating a sale of six systems to a 
+Taiwanese customer.  The initial quotation specifically referenced a Tool Automation 
+Specifications (“TAS”) Agreement that related to the customer specifications or factory 
+automation software that GSI would be obligated to provide.   
+ 
+14. During this same time, the primary engineer responsible for creating the factory 
+automation software informed the PLM that implementing all the TAS specifications would be 
+“a huge task,” requiring over an additional 2000 hours of labor, would cost between $450,000 to 
+$600,000, and could “not possibly be accomplished in the required time frame.”   
+ 
+ 
+ 5 
+15. In March 2007, the Taiwanese customer ordered the six systems for 
+approximately $7 million and specifically referenced compliance with the TAS as part of the 
+arrangement.  The PLM never informed the Finance Department that, as part of the transaction, 
+the customer required customized software that would not be completed until several months 
+after the systems had been installed and were operational.  GSI booked the orders and, between 
+May and October 2007, shipped the six systems.   
+ 
+16. When the customer accepted the first system during the fourth quarter of 2007, 
+GSI recognized nearly $5 million and deferred nearly $2 million in revenue from the six systems 
+that had shipped even though GSI still owed the customer the customized software.   Because 
+GSI had not delivered the customized software, and because it did not have fair value for the 
+software, this revenue should not have been recognized.   
+ 
+17. On March 4, 2008, Doherty received an email from GSI’s Taiwan-based sales 
+manager stating that while the Taiwanese customer had accepted the first system, there were 
+factory automation issues with the remaining five systems and that GSI will not collect the final 
+acceptance as scheduled.  Doherty forwarded the email to the Systems GM, the assistant 
+corporate controller and others, stating, “This does not look perfunctory.”  Doherty did not take 
+any additional action to learn what, if any, factory automation issue existed with the Taiwanese 
+customer until March 13, 2008, when GSI’s chief financial officer asked him to look into the 
+issue. 
+ 
+18. On March 20, 2008, Doherty emailed the PLM and others asking whether there 
+existed a factory automation issue with respect to the Taiwanese customer.  In response, the 
+PLM told the corporate controller that GSI owed the customer “Phase II” factory automation, 
+which GSI hoped to complete by the second quarter of 2008.  The PLM provided Doherty with a 
+copy of the TAS, which he stated contained the Phase II factory automation specifications. 
+ 
+19. In or around March 2008, the assistant corporate controller informed Doherty that 
+the failure to provide factory automation may impact the revenue that GSI had previously 
+recognized, which could result in a restatement.  On April 3, 2008, Doherty emailed the assistant 
+corporate controller, stating: “Please don’t dig into these unless it blows up down the road.  Let’s 
+work on getting things right going forward.”  On April 4, 2008, the assistant controller emailed 
+Doherty, stating that, among other things, the Finance Department had not been aware of any 
+future deliverable.  On April 6, 2008, Doherty again emailed the assistant corporate controller:  
+“When we go to the acceptance method this issue goes away.  Let’s dig into that once we get the 
+quarter close behind us.”  Doherty did not properly investigate the matter and did not disclose the 
+potential existence of undelivered factory automation software to the external auditors until 
+November 2008.   
+ 
+20. During the fourth quarter of 2007, GSI recorded in its books and records and 
+reported in its financial statements filed with the Commission nearly $5 million in revenue from 
+sales to the Taiwanese customer.   However, GSI should not have recognized any revenue from 
+this transaction during this period because GSI had not delivered the customized, factory 
+automation software required under the customer agreement.   
+ 
+ 
+ 6 
+Impact on Financial Statements 
+ 
+21. The misleading financial information that resulted from the improper recognition 
+of revenue from the Korean and Taiwanese transactions was material because it overstated (1) 
+revenues by 7.1% in the fourth quarter of 2007, by 1.6% for fiscal year 2007, 14.7% in the first 
+quarter of 2008, and by 12.1% in the second quarter of 2008; and (2) revenues for GSI Group’s 
+Systems Division by, 21.5% in the fourth quarter of 2007, by 4.3% during fiscal year 2007, by 
+39.3% in the first quarter of 2008, and by 48.0% in the second quarter of 2008.3  
+ 
+22. As a result of the conduct described above, GSI’s Form 10-K for the company’s 
+fiscal year 2007, as well as the Forms 10-Q for the quarters ended March 31, 2008 and June 30, 
+2008, contained false and misleading statements concerning GSI’s financial results.  For those 
+two quarterly periods in 2008, GSI issued press releases, subsequently filed with the 
+Commission on Forms 8-K, containing the false and misleading financial information.   
+ 
+Violations  
+ 
+23. As a result of the conduct above, Doherty caused GSI’s violations of Sections 
+13(a) and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-11, and 13a-13 thereunder, 
+which require every issuer of a security registered pursuant to Section 12 of the Exchange Act 
+file with the Commission information, documents, and annual, quarterly and other reports as the 
+Commission may require, and mandate that periodic reports contain such further material 
+information as may be necessary to make the required statements not misleading, and require all 
+reporting companies to devise and maintain a system of internal accounting controls sufficient to 
+provide reasonable assurances that transactions are recorded as necessary to permit preparation 
+of financial statements in conformity with generally accepted accounting principles. 
+ 
+24. As a result of the conduct above, Doherty willfully4 violated Rule 13b2-1 under 
+the Exchange Act in that he indirectly caused to be falsified a book, record, or account subject to 
+Section 13(b)(2)(A) of the Exchange Act, which requires all reporting companies to make and 
+keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect their 
+transactions and disposition of their assets.  
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest 
+to impose the sanctions agreed to in Respondent Doherty’s Offer. 
+ 
+ Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that: 
+ 
+ A. Respondent Doherty cease and desist from committing or causing any violations and 
+any future violations of Sections 13(a) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 
+13a-11, 13a-13, and 13b2-1 thereunder.  
+ 
+ 
+ 7 
+ B. IT IS FURTHER ORDERED that Respondent shall pay a civil money penalty in 
+the amount of $20,000.00 and disgorgement of $9,846 plus prejudgment interest of $1,330, for a 
+total payment of $31,176, to the United States Treasury.  Respondent shall satisfy this obligation 
+by paying (1) $10,000 within ten (10) business days after entry of this Order; (2) $7,058 within 
+180 days from the entry of this Order; (3) $7,059 within 270 days from the entry of this Order; 
+and (4) $7,059 within 365 days from the entry of this Order.  If any payment is not made by the 
+date the payment is required by this Order, the entire outstanding balance of disgorgement and 
+prejudgment interest, plus any additional interest accrued pursuant to SEC Rule of Practice 600, 
+shall be due and payable immediately, without further application.  Payments shall be: (A) made 
+by wire transfer, United States postal money order, certified check, bank cashier's check or bank 
+money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered 
+or mailed to the Office of Financial Management, Securities and Exchange Commission, 100 F 
+Street, NE, Stop 6042, Washington, DC  20549; and (D) submitted under cover letter that 
+identifies George Doherty as a Respondent in these proceedings, the file number of these 
+proceedings, a copy of which cover letter and money order or check shall be sent to John T. 
+Dugan, Associate Regional Director, Securities and Exchange Commission, 33 Arch Street, 23rd 
+Floor, Boston, MA 02110. 
+ 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       Elizabeth M. Murphy 
+       Secretary 
+ 
+ 
+ 8 
+Service List 
+ 
+ Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another 
+duly authorized officer of the Commission, shall serve a copy of the Order Instituting Cease-and-
+Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order and a Civil Penalty ("Order"), on the 
+Respondent and his legal agent. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray    
+Chief Administrative Law Judge   
+Securities and Exchange Commission  
+100 F Street, N.E. 
+Washington, DC 20549-2557  
+ 
+Kevin M. Kelcourse, Esq.     
+Boston Regional Office   
+Securities and Exchange Commission   
+33 Arch Street, 23rd Floor  
+Boston, MA  02110     
+  
+Mr. George D. Doherty 
+c/o Ian D. Roffman, Esq. 
+Nutter McClennen & Fish LP 
+155 Seaport Boulevard 
+Boston, MA  02210 
+  
+Ian D. Roffman, Esq. 
+Nutter McClennen & Fish LP 
+155 Seaport Boulevard 
+Boston, MA  02210 
+             
+ 
\ No newline at end of file
diff --git a/raw/aaer/2011/AAER-3289.txt b/raw/aaer/2011/AAER-3289.txt
new file mode 100644
index 0000000000000000000000000000000000000000..5a18de26d4e605a29380caeb64cb25fe04b1794a
--- /dev/null
+++ b/raw/aaer/2011/AAER-3289.txt
@@ -0,0 +1,169 @@
+ 
+ 
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 64613 / June 7, 2011 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3289 / June 7, 2011 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14413 
+ 
+      
+ 
+      :  
+ :   
+In the Matter of : ORDER INSTITUTING  
+ : ADMINISTRATIVE PROCEEDINGS 
+    Mark C. Schwartzhoff,   : PURSUANT TO RULE 102(e) OF THE  
+      : COMMISSION’S RULES OF 
+    Respondent.     : P RACTICE, MAKING FINDINGS, AND 
+      : IMPOSING REMEDIAL SANCTIONS 
+____________________________________ :   
+   
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Mark C. 
+Schwartzhoff (“Respondent” or “Schwartzhoff”) pursuant to Rule 102(e)(3)(i) of the 
+Commission’s Rules of Practice.
+1   
+ 
+                                                 
+1 Rule 102(e)(3)(i) provides, in relevant part, that: 
+ 
+ The Commission, with due regard to the public interest and without  preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 2
+ 
+ 
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) 
+of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions 
+(“Order”), as set forth below.   
+ 
+III. 
+ 
+ On the basis of this Order and Responde nt’s Offer, the Commission finds that:  
+ 
+1.     Schwartzhoff, age 43, resides in Odessa, Missouri.  From July 1992 to July 1995, he 
+worked as an internal auditor for Thor Industries, Inc.’s corporate headquarters in Jackson Center, 
+Ohio.  From July 1995 to January 2007, he was employed by Dutchmen Manufacturing, Inc. 
+(“Dutchmen”), a Thor operating subsidiary located in Goshen, Indiana.  He served as Dutchmen’s 
+Controller from July 1995 to approximately May 1997.  He served as Dutchmen’s Vice President of 
+Finance, Dutchmen’s senior financial officer position, from approximately May 1997 through 
+January 2007.  In February 2007, Respondent’s employment with Dutchmen was terminated 
+effective January 19, 2007. 
+ 
+ 2.     Thor Industries, Inc. (“Thor”) is a De laware corporation based in Jackson Center, Ohio. 
+Thor produces and sells a wide range of recreation vehicles and small and mid-size buses in the 
+U.S. and Canada.  At all releva nt times, Thor’s co mmon stock has been registered with the 
+Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) 
+and traded on the New York Stock Exchange under the symbol THO.  Dutchmen Manufacturing, 
+Inc. is one of Thor’s principal operating subsidiaries.    
+ 
+3. On May 23, 2011, a final judgment was entered against Respondent, permanently 
+enjoining him from future violations of Sections 10(b) and 13(b)(5) of the Exchange Act and 
+Exchange Act Rules 10b-5, 13b2-1, and 13b2-2 thereunder, and aiding and abetting violations of 
+Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) and Exchange Act Rules 12b-20, 13a-
+1, and 13a-13 thereunder, in the civil action entitled Securities and Exchange Commission v. Thor 
+Industries Inc., et al., Civil Action Number 1:11-cv-00889 (RMC), in the United States District 
+Court for the District of Columbia.   The final judgment also prohibits Respondent from serving as 
+an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of 
+the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act.  
+In addition, the final judgment orders Respondent to pay disgorgement of $299,805, together with 
+prejudgment interest thereon in the amount of $95,025, for a total $394,830, but provides that such 
+ 3
+amount shall be deemed satisfied upon the entry of an order in a parallel criminal proceeding 
+requiring Respondent to pay restitution in an amount equal to or greater than $394,830. 
+ 
+4. The Commission’s complain t alleged, among other things , that during the second 
+quarter of fiscal 2003 through the second quarter of fiscal 2007, Respondent created and recorded 
+fraudulent accounting entries and related document ation to hide inventory losses occurring at 
+Dutchmen.  Instead of properly recording increased cost of goods sold, Respondent hid inventory 
+losses in various balance sheet accounts, incl uding accounts receivable, accounts payable, and 
+cash.  These entries resulted in overstating Dutchmen’s pretax income by approximately $26 
+million during fiscal 2004 to 2006 and into the second quarter of fiscal 2007.  As a result, as 
+alleged in the complaint, Thor’s annual and qua rterly financial statements filed with the 
+Commission during this period were false and misleading.  In June 2007, Thor filed restated 
+financial statements with the Commission for fis cal years 2004 to 2006 an d the first quarter of 
+fiscal 2007.   
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Schwartzhoff ‘s Offer. 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that: 
+ 
+ Schwartzhoff is suspended from appearing or practicing before the Commission as an 
+accountant.   
+ 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       E l i z a b e t h  M .  M u r p h y  
+       S e c r e t a r y  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 4
+ 
+ 
+Service List 
+ 
+ Rule 141 of the Commission's Ru les of Practice provides that the Secretary, or another duly 
+authorized officer of the Commission, shall serve a copy of the Order Instituting Administrative 
+Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, 
+and Imposing Remedial Sanctions ("Order"), on the Respondent and his legal agent. 
+ 
+ The attached Order has been sent to the following parties and other persons entitled to 
+notice: 
+ 
+Honorable Brenda P. Murray    
+Chief Administrative Law Judge   
+Securities and Exchange Commission  
+100 F Street, N.E. 
+Washington, DC 20549-2557  
+    
+Timothy N. England, Esq. 
+Division of Enforcement 
+Securities and Exchange Commission   
+100 F Street, N.E. 
+Washington, DC  20549-5561     
+  
+Mr. Mark C. Schwartzhoff    
+(Respondent Schwartzhoff waived service; notice being handled by Enforcement Division)  
+        
+  
\ No newline at end of file
diff --git a/raw/aaer/2011/AAER-3293.txt b/raw/aaer/2011/AAER-3293.txt
new file mode 100644
index 0000000000000000000000000000000000000000..dfa32fe7dd468baf2aeca2605ccef4922ac34462
--- /dev/null
+++ b/raw/aaer/2011/AAER-3293.txt
@@ -0,0 +1,97 @@
+ 
+ 
+UNITED STATES OF AMERICA  
+Before the  
+SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No. 64670 / June 14, 2011 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No. 3293 / June 14, 2011 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-11783 
+ 
+In the Matter of  
+Laurence D. Cohen, CPA 
+ 
+: 
+: 
+: 
+: 
+: 
+: 
+ORDER GRANTING APPLICATION FOR 
+REINSTATEMENT TO APPEAR AND PRACTICE 
+BEFORE THE COMMISSION AS AN ACCOUNTANT 
+RESPONSIBLE FOR THE PREPARATION OR 
+REVIEW OF FINANCIAL STATEMENTS REQUIRED 
+TO BE FILED WITH THE COMMISSION 
+ 
+On December 27, 2004, Laurence D. Cohen, CPA (“Cohen”) was suspended from 
+appearing or practicing before the Commission as an accountant as a result of settled public 
+administrative proceedings instituted by the Commission against Cohen pursuant to Rule 
+102(e)(3)(i) of the Commission's Rules of Practice.1  Cohen consented to the entry of the order 
+without admitting or denying the findings therein.  This order is issued in response to Cohen’s 
+application for reinstatement to appear and practice before the Commission as an accountant 
+responsible for the preparation or review of financial statements required to be filed with the 
+Commission. 
+The Commission found that Cohen had been permanently enjoined by a United States 
+District Court from violating Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) of the 
+Securities Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5, 12b-20, 13a-1, 13a-13, 
+13b2-1, and 13b2-2 thereunder in an action brought against him and other defendants by the 
+Commission.  In its complaint, the Commission alleged that Cohen, as the controller of Robotic 
+Vision Systems, Inc. (“Robotic”), participated in the preparation of financial statements that he 
+knew, or was reckless in not knowing, contained material overstatements of revenue and net 
+income resulting from improper recognition of revenue, that he failed to disclose relevant 
+information to Robotic’s external auditors, and that he violated and aided and abetted violations 
+of the books and records and internal controls provisions of the Exchange Act. 
+                                                 
+1 See Accounting and Auditing Enforcement Release No. 2157 dated December 27, 2004.  Cohen was permitted, 
+pursuant to the order, to apply for reinstatement after five years upon making certain showings. 
+ 
+ 2 
+In his capacity as a preparer or reviewer, or as a person responsible for the preparation or 
+review, of financial statements of a public company to be filed with the Commission, Cohen 
+attests that he will undertake to have his work reviewed by the independent audit committee of 
+any company for which he works, or in some other manner acceptable to the Commission, while 
+practicing before the Commission in this capacity.  Cohen is not, at this time, seeking to appear 
+or practice before the Commission as an independent accountant.  If he should wish to resume 
+appearing and practicing before the Commission as an independent accountant, he will be 
+required to submit an application to the Commission showing that he has complied and will 
+comply with the terms of the original suspension order in this regard.  Therefore, Cohen’s 
+suspension from practice before the Commission as an independent accountant continues in 
+effect until the Commission determines that a sufficient showing has been made in this regard in 
+accordance with the terms of the original suspension order. 
+Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 
+reinstatement, and provides that the Commission may reinstate the privilege to appear and 
+practice before the Commission “for good cause shown.”2  This “good cause” determination is 
+necessarily highly fact specific. 
+On the basis of information supplied, representations made, and undertakings agreed to 
+by Cohen, it appears that he has complied with the terms of the December 27, 2004 order 
+suspending him from appearing or practicing before the Commission as an accountant, that no 
+information has come to the attention of the Commission relating to his character, integrity, 
+professional conduct, or qualifications to practice before the Commission that would be a basis 
+for adverse action against him pursuant to Rule 102(e) of the Commission’s Rules of Practice, 
+and that Cohen, by undertaking to have his work reviewed by the independent audit committee 
+of any company for which he works, or in some other manner acceptable to the Commission, in 
+his practice before the Commission as a preparer or reviewer of financial statements required to 
+be filed with the Commission, has shown good cause for reinstatement.  Therefore, it is 
+accordingly, 
+ORDERED pursuant to Rule 102(e)(5)(i) of the Commission’s Rules of Practice that 
+Laurence D. Cohen, CPA is hereby reinstated to appear and practice before the Commission as 
+an accountant responsible for the preparation or review of financial statements required to be 
+filed with the Commission. 
+ 
+By the Commission. 
+ 
+ 
+Elizabeth M. Murphy  
+Secretary  
+                                                 
+2 Rule 102(e)(5)(i) provides: 
+ 
+“An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
+of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 
+hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 
+by the Commission for good cause shown.”  17 C.F.R. § 201.102(e)(5)(i). 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2011/AAER-3295.txt b/raw/aaer/2011/AAER-3295.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cd12155c9eb2e74fde96aecb5b876e3fdf3c54da
--- /dev/null
+++ b/raw/aaer/2011/AAER-3295.txt
@@ -0,0 +1,1394 @@
+
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+                U.S. Securities and Exchange Commission 
+
+ Litigation Release No. 22007 / June 21, 2011 
+
+ Accounting and Auditing Enforcement No. 3295 / June 21, 2011 
+
+  SEC v. Allen , 1:11-CV-00657 LMB/JFA (E.D. Va.) 
+
+ SEC Charges Former CEO at Taylor, Bean and Whitaker Mortgage Corp. with Aiding-and-Abetting TARP Scheme 
+
+ On June 17, 2011 the Securities and Exchange Commission (SEC) charged Paul R. Allen, the former chief-executive officer at Taylor, Bean and Whitaker Mortgage Corp. (TBW), which was once the nation's largest non-depository mortgage lender, with aiding-and-abetting the efforts of TBW's former chairman, Lee B. Farkas, to defraud the U.S. Treasury's Troubled Asset Relief Program (TARP). 
+
+ According to the SEC's complaint, filed in U.S. District Court for the Eastern District of Virginia, Farkas, with the substantial assistance of Allen, was responsible for a bogus equity investment that caused Colonial Bank to misrepresent that it had satisfied a prerequisite necessary to qualify for TARP funds. When Colonial Bank's parent company â€" The Colonial BancGroup, Inc. â€" issued a press release announcing it had obtained preliminary approval to receive $550 million in TARP funds, its stock price jumped 54 percent in the remaining two hours of trading, representing its largest one-day price increase since 1983. 
+
+ The SEC's complaint alleges that Farkas falsely told BancGroup that a foreign-held investment bank had committed to financing TBW's equity investment in Colonial Bank. Farkas also issued a press release on behalf of TBW announcing that TBW had secured the necessary financing for BancGroup. Contrary to his representations to BancGroup and to the investing public, Farkas never secured financing or sufficient investors to fund the capital infusion. When BancGroup and TBW later mutually announced the termination of their stock purchase agreement, essentially signaling the end of Colonial Bank's pursuit of TARP funds, BancGroup's stock declined 20 percent. Allen substantially assisted Farkas in making these false statements. 
+
+ The SEC's complaint against Allen charges him with aiding and abetting violations of the antifraud provisions of the Securities Exchange Act of 1934 (Exchange Act). Without admitting or denying the SEC's allegations, Allen consented to the entry of a judgment permanently enjoining him from violation of Section 10(b) of the Exchange Act and Rules 10b-5 thereunder. The preliminary judgment, under which the SEC's requests for financial penalties against Allen remain pending, was entered by the Honorable Leonie M. Brinkema on June 17, 2011. 
+
+ The SEC's investigation is ongoing. The SEC acknowledges the assistance of the Fraud Section of the U.S. Department of Justice's Criminal Division, the Federal Housing Finance Agency's Office of the Inspector General, the Federal Bureau of Investigation, the Office of the Special Inspector General for the TARP, the Federal Deposit Insurance Corporation's Office of the Inspector General, and the Office of the Inspector General for the U.S. Department of Housing and Urban Development. The SEC brought its enforcement action in coordination with these other members of the  Financial Fraud Enforcement Task Force  ( http://www.stopfraud.gov/ ). 
+
+ For Further information regarding this case, see: 
+
+ Press Release Concerning Farkas ( http://www.sec.gov/news/press/2010/2010-102.htm ) 
+
+ Complaint against Farkas ( http://www.sec.gov/litigation/complaints/2010/comp-pr2010-102.pdf ) 
+
+ Remarks of SEC Deputy Director of Enforcement ( http://www.sec.gov/news/speech/2010/spch061610llr.htm ) 
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diff --git a/raw/aaer/2011/AAER-3297.txt b/raw/aaer/2011/AAER-3297.txt
new file mode 100644
index 0000000000000000000000000000000000000000..173b40eb4fc5044bef2b239369144c3c79b0803b
--- /dev/null
+++ b/raw/aaer/2011/AAER-3297.txt
@@ -0,0 +1,198 @@
+ 
+   
+UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 64776 / June 30, 2011 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No.  3297 / June 30, 2011 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14447 
+ 
+ 
+  
+   
+ 
+In the Matter of 
+ 
+LABARGE, INC.  
+ 
+Respondent. 
+ 
+: 
+: 
+: 
+: 
+: 
+: 
+: 
+: 
+ORDER INSTITUTING CEASE-AND-
+DESIST PROCEEDINGS PURSUANT TO 
+SECTION 21C OF THE SECURITIES 
+EXCHANGE ACT OF 1934, MAKING 
+FINDINGS, AND IMPOSING A CEASE-
+AND-DESIST ORDER AND A PENALTY 
+   
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that 
+cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
+Securities Exchange Act of 1934 (“Exchange Act”), against LaBarge, Inc. (“LaBarge” or 
+“Respondent”). 
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”), which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the 
+findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
+proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
+Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, 
+Making Findings, and Imposing a Cease-and-Desist Order and a Penalty (“Order”), as set forth 
+below. 
+  
+   2 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+Summary 
+From January 2006 through March 2007, LaBarge did not keep accurate books and 
+records or implement and maintain sufficient internal controls regarding its use of estimates of 
+completion costs for certain long-term production contracts.  LaBarge used these estimates to 
+determine its cost of sales and net earnings, which it disclosed in the periodic reports that it filed 
+with the Commission.  LaBarge’s internal controls lapses and inaccurate books and records 
+resulted in LaBarge filing certain inaccurate periodic reports in 2006 and 2007.  As a result, 
+LaBarge violated Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 
+12b-20, 13a-1, and 13a-13 thereunder. 
+Respondent 
+1. LaBarge, Inc., a Delaware corporation headquartered in St. Louis, Missouri, 
+designs and manufactures electronics components for use in military, aviation, and other 
+industrial equipment.  LaBarge’s common stock is registered with the Commission pursuant to 
+Section 12(b) of the Exchange Act, and its preferred stock purchase rights are registered with the 
+Commission pursuant to Section 12(g) of the Exchange Act.  LaBarge’s common stock trades on 
+the American Stock Exchange.  LaBarge’s fiscal year ends on the Sunday closest to June 30.   
+Facts 
+2. As a public company, LaBarge is required to fairly, accurately, and timely report 
+its financial results and condition.  To ensure fair and accurate reports, the federal securities laws 
+and the Commission’s regulations require public companies, such as LaBarge, to prepare and 
+present their reports and financial statements in conformity with Generally Accepted Accounting 
+Principles (“GAAP”).  Financial statements filed with the Commission that are not prepared in 
+accordance with GAAP are presumed to be misleading or inaccurate.1  LaBarge represented in 
+its Commission filings that its financial statements complied with GAAP. 
+3. LaBarge’s estimates of completion costs for certain long-term production 
+contracts have a significant effect on its financial results.  During 2006 and 2007, four of 
+LaBarge’s six plants manufactured pursuant to long-term production contracts.  These plants, 
+referred to as the CAS plants within LaBarge, generated as much as two-thirds of LaBarge’s 
+reported revenue and net earnings during 2006 and 2007.  Consistent with GAAP, LaBarge 
+utilizes the units-of-delivery variation of the percentage-of-completion method when 
+determining the cost of goods sold and gross profits to recognize on long-term contracts.2  This 
+                                                 
+1 Regulation S-X, 17 C.F.R. 210.4-01(a)(1). 
+2 FASB Accounting Standards Codification (“ASC”) Topic 605-35 (including the former American 
+Institute of Certified Public Accountants’ Statement of Position 81-1, “Accounting for Performance of 
+Construction-Type and Certain Production-Type Contracts”).   
+  
+   3 
+requires LaBarge to periodically make reasonably dependable and accurate estimates concerning 
+the remaining costs needed to complete each long-term contract.  GAAP requires LaBarge to 
+recognize changes in these estimates when they become known.3  If the remaining completion 
+costs are underestimated, the costs of goods sold will generally be underreported (and vice 
+versa).     
+4. LaBarge acknowledged the importance of these estimates to its reported financial 
+results in its annual statements and the notes to its financial statements.  For example, LaBarge 
+explained that, “For contracts accounted for using the percentage of completion method, 
+management’s estimates of material, labor and overhead costs on long-term contracts are critical 
+to the Company.”     
+5. In 2006 and 2007, the personnel at each of the CAS plants prepared estimates of 
+completion costs for the long-term contracts in production at each plant.  The plant personnel 
+prepared these estimates at completion (referred to within LaBarge as “EACs”) in Excel 
+spreadsheets outside of LaBarge’s accounting system and then manually entered the results into 
+LaBarge’s centralized accounting system from which LaBarge generated its financial statements.  
+The accuracy of LaBarge’s financial statements depended on the plant personnel accurately 
+calculating reasonable EACs and then timely entering them into the accounting system without 
+error.   
+6.   In 2006 and 2007, LaBarge did not have adequate internal controls to ensure that 
+the plant personnel calculated EACs correctly, updated EACs on a timely basis, or documented 
+the reasons supporting changes made to EACs.  LaBarge also did not have adequate internal 
+controls to ensure that plant personnel correctly entered EAC information into the accounting 
+system.  Further, LaBarge did not provide the plant personnel with sufficient guidance regarding 
+when an initial EAC had to be completed on a contract.   
+7. LaBarge also did not comply with its internal controls in 2006 and 2007.  For 
+example, on multiple occasions, including the second quarter of fiscal year 2007, plant personnel 
+did not hold mandatory meetings to update and review EACs and/or did not document decisions 
+made at those meetings.  On other occasions, plant personnel did not recognize cumulative catch-
+up adjustments necessitated by changes to EACs.  LaBarge often did not detect these lapses 
+because it did not sufficiently verify compliance with its internal controls.            
+8. Because LaBarge did not implement adequate internal controls and sufficiently 
+enforce or verify compliance with its existing internal controls, its plant personnel entered EACs 
+into the accounting system that were inaccurate and/or were not supported by contemporaneous 
+documentation.  As a result, LaBarge misstated its financial statements for the second quarter of 
+fiscal year 2006.  Specifically, LaBarge reported net earnings for the second quarter of fiscal 
+year 2006 of $2,663,000, which were overstated by as much as $193,000 or 7.8%.  LaBarge filed 
+these financial statements with the Commission in its periodic reports throughout its fiscal year 
+2006.   
+                                                 
+3 FASB ASC Topic 605-35; Codification of Staff Accounting Bulletins, Topic 13(A)(4)(b).   
+  
+   4 
+9. Because LaBarge did not implement adequate internal controls and sufficiently 
+enforce or verify compliance with its internal controls, its plant personnel did not make changes 
+to EACs on a timely basis.  As a result, LaBarge misstated its financial statements for the second 
+quarter of fiscal year 2007.  Specifically, LaBarge reported net earnings for the second quarter of 
+fiscal year 2007 of $3,197,000, which were overstated by as much as $244,000 or 8.3%.  
+LaBarge filed these financial statements with the Commission in its periodic reports throughout 
+its fiscal year 2007.   
+Violations 
+ 
+10. LaBarge filed materially inaccurate reports with the Commission as described 
+above.  As a result, LaBarge violated Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13 
+and 12b-20 thereunder, which require every issuer of a security registered pursuant to Section 12 
+of the Exchange Act to file with the Commission information, documents, and periodic reports as 
+the Commission may require, and mandate that periodic reports contain such further material 
+information as may be necessary to make the required statements not misleading.  
+11. LaBarge did not implement and maintain adequate internal controls relating to its 
+cost estimates for long-term contracts as described above.  As a result, LaBarge violated Section 
+13(b)(2)(B) of the Exchange Act, which requires all reporting companies to devise and maintain 
+a system of internal accounting controls sufficient to provide reasonable assurances that 
+transactions are recorded as necessary to permit preparation of financial statements in accordance 
+with generally accepted accounting principles.   
+12. LaBarge did not maintain contemporaneous documentation supporting its changes 
+to cost estimates on long-term contracts and it failed to keep books and records that accurately 
+reflected its assets as described above.  As a result, LaBarge violated Section 13(b)(2)(A) of the 
+Exchange Act, which requires reporting companies to make and keep books, records, and 
+accounts which, in reasonable detail, accurately and fairly reflect their transactions and 
+dispositions of their assets. 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanctions agreed to in Respondent’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED that: 
+ 
+ A. Pursuant to Section 21C of the Exchange Act, Respondent LaBarge, Inc. cease and 
+desist from committing or causing any violations and any future violations of Sections 13(a), 
+13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 
+promulgated thereunder.   
+  
+  
+   5 
+B. Pursuant to Section 21B of the Exchange Act, Respondent LaBarge, Inc. shall, 
+within 10 days of the entry of this Order, pay a civil money penalty in the amount of $200,000 to 
+the United States Treasury.  If timely payment is not made, additional interest shall accrue 
+pursuant to 31 U.S.C. 3717.  Payment shall be: (A) made by wire transfer, United States postal 
+money order, certified check, bank cashier’s check or bank money order; (B) made payable to 
+the Securities and Exchange Commission; (C) hand-delivered or mailed to the Securities and 
+Exchange Commission, Office of Financial Management, 100 F St., NE, Stop 6042, Washington, 
+DC 20549; and (D) submitted under cover letter that identifies LaBarge, Inc. as a Respondent in 
+these proceedings, the file number of these proceedings, a copy of which cover letter and money 
+order or check shall be sent to Robert Burson, Senior Associate Regional Director, Chicago 
+Regional Office, Division of Enforcement, Securities and Exchange Commission, 175 W. 
+Jackson Blvd., Suite 900, Chicago, IL 60604.  
+By the Commission. 
+ 
+Elizabeth M. Murphy 
+Secretary 
+ 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2011/AAER-3309.txt b/raw/aaer/2011/AAER-3309.txt
new file mode 100644
index 0000000000000000000000000000000000000000..b17146dc61c83daca34d92e73f2a137a92847e91
--- /dev/null
+++ b/raw/aaer/2011/AAER-3309.txt
@@ -0,0 +1,58 @@
+    UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 65012 / August 2, 2011 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3309 / August 2, 2011  
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13350 
+______________________________ 
+     :  
+In the Matter of   :    
+     : ORDER PERMITTING ATTORNEY TO 
+     :  RESUME APPEARING AND PRACTICING 
+      UNDER RULE 102(e)(5) OF THE 
+JORDAN H. MINTZ  : COMMISSION’S RULES OF PRACTICE 
+______________________________:       
+   
+                 I. 
+ 
+On January 26, 2009, the Commission, pursuant to Rule 102(e)(3)(i) of its Rules of 
+Practice, suspended attorney Jordan H. Mintz (“Mintz”) from appearing or practicing before the 
+Commission as an attorney, with the right to apply to resume appearing and practicing after two 
+years.  See Opinion and Order, Securities Exchange Act of 1934 Release No. 2926 (January 26, 
+2009).   As part of a separate consent judgment to resolve a related civil injunctive action 
+brought by the Commission, Mintz was ordered by the U.S. District Court for the Southern 
+District of Texas to pay a civil penalty of $25,000 and $1.00 disgorgement.  
+ 
+         II.  
+ 
+On or about January 27, 2011, more than two years after his suspension by the 
+Commission, Mintz filed an application for reinstatement.  
+Mintz has paid the $25,000 civil 
+penalty and $1.00 disgorgement in the related enforcement action.  As part of the reinstatement 
+process, Mintz has sworn under penalty of perjury that he has complied with the Order, that he is 
+not subject to any suspension or disbarment as an attorney by a court of the United States or of 
+any state, territory, district, commonwealth, or possession, and that he has not been convicted of 
+a felony or misdemeanor involving moral turpitude.  Since the entry of the Order, no information 
+has come to the attention of the Commission relating to Mintz’s character, integrity, professional 
+conduct or qualifications to practice before the Commission that would be a basis for an adverse 
+action against him pursuant to Rule 102(e) of the Commission's Rules of Practice.
+   
+III. 
+ 
+Based on the foregoing, the Commission has determined that it is appropriate to reinstate 
+Mintz, pursuant to Rule 102(e)(5), to appear or practice as an attorney before the Commission. 
+ 
+Accordingly, it is HEREBY ORDERED that Mintz may resume practicing as an attorney 
+before the Commission. 
+By the Commission. 
+ 
+       Elizabeth M. Murphy 
+        Secretary 
+ 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2011/AAER-3320.txt b/raw/aaer/2011/AAER-3320.txt
new file mode 100644
index 0000000000000000000000000000000000000000..4d7c7d26ffbf9e5141ded46a5cfea5fd3ee2d9af
--- /dev/null
+++ b/raw/aaer/2011/AAER-3320.txt
@@ -0,0 +1,170 @@
+ 
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No.  65340 / September 14, 2011 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3320 / September 14, 2011 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14549
+       
+      :  
+ :  
+ :   
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+      : PROCEEDINGS PURSUANT TO RULE 
+    Wayne A. Pratt, CPA   : 102(e) OF THE COMMISSION’S RULES OF 
+      : PRACTICE, MAKING FINDINGS, AND 
+  Respondent.   : IMPOSING REMEDIAL SANCTIONS 
+      :  
+      :  
+____________________________________ :   
+   
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted against Wayne 
+A. Pratt (“Pratt” or “Respondent”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.1
+ 
+   
+                                                 
+1  Rule 102(e)(3)(i) provides, in relevant pa rt, that: 
+ 
+ The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 
+ 2 
+ 
+II. 
+ 
+ In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
+purpose of these proceedings and any other proceedings brought by or on behalf of the 
+Commission, or to which the Commission is a party, and without admitting or denying the findings 
+herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
+proceedings, and the findings contained in Section III, Paragraph 3 below, which are admitted, 
+Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to 
+Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
+Sanctions (“Order”), as set forth below.   
+ 
+III. 
+ 
+ On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+ 
+1. Pratt, age 50, was the Chief Financial Officer of Syntax-Brillian Corp. 
+(“Syntax”) from at least November 2005 through September 2007.  Pratt oversaw all the 
+accounting and financial reporting functions at Syntax.  He is a Certified Public Accountant 
+licensed in the State of Arizona. 
+ 
+2. Syntax was a Delaware corporation headquartered in Tempe, Arizona.  
+Syntax developed and marketed, among other things, high-definition LCD televisions primarily in 
+the United States and purportedly also in China.  Syntax was formed through a reverse merger 
+between Syntax Groups Corporation, a private corporation based in City of Industry, California, 
+and Brillian Corporation, a U.S. public company based in Tempe, Arizona.  At all relevant times, 
+Syntax’s common stock was registered with the Commission pursuant to Section 12(b) of the 
+Securities Exchange Act of 1934 (“Exchange Act”).  On July 8, 2008, Syntax filed a voluntary 
+petition for relief under Chapter 11 of the United States Bankruptcy Code.  Prior to its suspension 
+on July 22, 2008, Syntax’s common stock was listed for trading on the Nasdaq under the stock 
+symbol “BRLC.”  Syntax’s fiscal year ended on June 30. 
+ 
+3.  On September 1, 2011, a final judgment was entered against Pratt, 
+permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933 
+and Sections 10(b) and 13(b)(5) of the Exchange Act and Exchange Act Rules 10b-5, 13a-14, 
+13b2-1, and 13b2-2, and aiding and abetting violations of Sections 10(b), 13(a), 13(b)(2)(A), and 
+13(b)(2)(B) of the Exchange Act and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-
+13, in a civil action entitled Securities and Exchange Commission v. James Li (A/K/A Ching Hua 
+Li), Thomas Chow (A/K/A Man Kit Chow), Roger Kao (A/K/A Chao Chun Kao), Christopher Liu 
+(A/K/A Chi Lei Liu), and Wayne A. Pratt, Civil Action No. CV11-1712-PHX-SRB, in the United 
+States District Court for the District of Arizona.  Pratt was ordered to pay $88,000 in disgorgement 
+of his executive bonus compensation received while participating in the fraud, $17,000 in 
+prejudgment interest, and a $90,000 civil money penalty. 
+ 
+ 3 
+ 
+4.   The Commission’s complaint alleged that an egregious financial fraud was 
+perpetrated by senior management and members of the Board of Directors of Syntax.  The 
+Complaint alleged that Pratt ignored red flags of improper revenue recognition and participated in 
+preparing backdated documentation that was provided to Syntax’s auditors to support fictitious 
+fiscal 2006 year-end sales.  In its Complaint, the Commission alleged that Pratt also ignored 
+indications of impaired assets, agency sales, and potential collectability issues.  According to the 
+Commission’s Complaint, Pratt also signed Commission filings for each reporting period between 
+June 30, 2006, and June 30, 2007, and Sarbanes-Oxley Act of 2002 (“SOX”) certifications that 
+contained material misstatements.  The Commission further alleged that Pratt signed management 
+representation letters for Syntax’s auditors that contained materially false and misleading 
+statements.  In its Complaint, the Commission alleged that, by his misconduct, Pratt violated and/or 
+aided and abetted violations of the antifraud, reporting, recordkeeping, internal controls, and SOX 
+certification provisions of the federal securities laws. 
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Pratt’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that: 
+ 
+ A. Pratt is suspended from appearing or practicing before the Commission as an 
+accountant.   
+ 
+ B. After 5 years from the date of this order, Pratt may request that the 
+Commission consider his reinstatement by submitting an application (attention: Office of the 
+Chief Accountant) to resume appearing or practicing before the Commission as: 
+      
+       1. a preparer or reviewer, or a person responsible for the preparation or 
+review, of any public company’s financial statements that are filed with the Commission.  Such 
+an application must satisfy the Commission that Respondent’s work in his practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which he works or in some other acceptable manner, as long as he practices before the 
+Commission in this capacity; and/or 
+      
+  2.    an independent accountant.  Such an application must satisfy the 
+Commission that: 
+      
+           (a) Respondent, or the public accounting firm with which he is 
+associated, is registered with the Public Company Accounting Oversight Board (“Board”) in 
+accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; 
+ 
+ 
+ 4 
+   (b) Respondent, or the registered public accounting firm with which he 
+is associated, has been inspected by the Board and that inspection did not identify any criticisms 
+of or potential defects in the Respondent’s or the firm’s quality control system that would 
+indicate that the Respondent will not receive appropriate supervision; 
+   (c) Respondent has resolved all disciplinary issues with the Board, and 
+has complied with all terms and conditions of any sanctions imposed by the Board (other than 
+reinstatement by the Commission); and 
+ 
+   (d) Respondent acknowledges his responsibility, as long as 
+Respondent appears or practices before the Commission as an independent accountant, to 
+comply with all requirements of the Commission and the Board, including, but not limited to, all 
+requirements relating to registration, inspections, concurring partner reviews and quality control 
+standards. 
+      
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his state CPA license is 
+current and he has resolved all other disciplinary issues with the applicable state boards of 
+accountancy.  However, if state licensure is dependent on reinstatement by the 
+Commission, the Commission will consider an application on its other merits.  The 
+Commission’s review may include consideration of, in addition to the matters referenced 
+above, any other matters relating to Respondent’s character, integrity, professional conduct, 
+or qualifications to appear or practice before the Commission. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       Elizabeth M. Murphy 
+       Secretary 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2011/AAER-3321.txt b/raw/aaer/2011/AAER-3321.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a22b806766b3597389180db5de2c273f28421946
--- /dev/null
+++ b/raw/aaer/2011/AAER-3321.txt
@@ -0,0 +1,1376 @@
+
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+ 
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+     SEC.gov | Escala Group, Inc., Gregory Manning, and Larry Lee Crawford, CPA 
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+              Escala Group, Inc., Gregory Manning, and Larry Lee Crawford, CPA
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+        Escala Group, Inc., Gregory Manning, and Larry Lee Crawford, CPA
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+                   U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No.  22095 / September 16, 2011 
+
+ Accounting and Auditing Enforcement Release No. 3321 / September 16, 2011 
+
+  Securities and Exchange Commission v. Escala Group, Inc., Gregory Manning, and Larry Lee Crawford, CPA , Civil Action No. 09 CV 2646 (S.D.N.Y., September 9, 2011) 
+
+ SEC Settles Disclosure and Accounting Fraud Charges Against Escala Group, Inc.'s Former CFO, Larry Lee Crawford, CPA.  
+
+ The Securities and Exchange Commission announced that on September 9, 2011, the Honorable Denise Cote   of the United States District Court for the Southern District of New York entered a Final Judgment against the former CFO of Escala Group, Inc., Larry Lee Crawford ("Crawford"), 63, who was charged with former CEO and founder of Escala Group, Inc., Gregory Manning ("Manning"), along with Escala Group, Inc. ("Escala"), with disclosure and accounting fraud violations concerning related party transactions between Escala and its parent company, Afinsa Bienes Tangibles, S.A. ("Afinsa").   
+
+ The Final Judgment, to which Crawford consented without admitting or denying the allegations in the complaint, permanently restrains and enjoins Crawford from: (i) violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; (ii) violation of Section 13(b)(5) of the Exchange Act [15 U.S.C. §§ 78m(b)(5)] and Exchange Act Rules 13b2-1 and 13b2-2 [17 C.F.R. §§ 240.13b2-1 and 13b2-2]; (iii) aiding and abetting Escala Group Inc's violation of Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) [15 U.S.C. §§ 78m(a), 78m(b)(2)(A), and 78m(b)(2)(B),] and Rules 12b-20, 13a-1, 13a-13 [17 C.F.R. §§ 240.12b-20, 13a-1, and 13a-13]; (iv) violation of Exchange Act Rule 13a-14 [17 C.F.R. § 240.13a-14] .   It also orders Crawford to pay $164,584 in disgorgement, prejudgment interest and penalties, and bars Crawford from serving as an officer or director of a public company for 3 years.   
+
+ Escala, now known as Spectrum Group International, Inc., was a network of companies in the collectibles market specializing in stamps.  Afinsa was a privately held Spanish company that sold investments in portfolios of stamps in Europe.   The Commission's complaint, filed on March 23, 2009, and amended on August 28, 2009, alleged that Crawford, among other things, violated the antifraud and reporting provisions of the federal securities laws by failing to disclose a certain related party and the revenues associated with the related party; falsely representing that Escala sold Afinsa several large stamp archives at prices determined by reference to independent stamp catalogues; and improperly booking the sale of antiques to Afinsa. 
+
+  Additional Materials: 
+
+    Litigation Release No. 20965  (SEC v. Escala Group, Inc., et al.)   
+
+  Litigation Release No. 21630  (SEC v. Escala Group, Inc., et al.)   
+  SEC Complaint in this matter  
+  -->   
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diff --git a/raw/aaer/2011/AAER-3335.txt b/raw/aaer/2011/AAER-3335.txt
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+++ b/raw/aaer/2011/AAER-3335.txt
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+
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+     SEC.gov | Fernando J. Espuelas et al. 
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+                U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 22147 / November 7, 2011 
+
+ Accounting and Auditing Enforcement Release No. 3335 / November 7, 2011 
+
+  Securities and Exchange Commission v. Fernando J. Espuelas et al. , Civil Action No. 06 CV 2435 (RJH) (S.D.N.Y. filed Mar. 29, 2006)  
+
+ FORMER PRESIDENT OF STARMEDIA SUBSIDIARY AGREES TO FRAUD SETTLEMENT WITH SEC 
+
+
+ The U.S. Securities and Exchange Commission today announced that on November 3, 2011, the U.S. District Court for the Southern District of New York entered a settled final judgment, in  Securities and Exchange Commission v. Fernando J. Espuelas et al.,  Civil Action No. 06 CV 2435 (RJH) (S.D.N.Y. filed Mar. 29, 2006), as to Walther M¶ller, the former President of AdNet, S.A. de. C.V., a Mexican subsidiary of StarMedia Network, Inc. StarMedia is a now-defunct Internet portal that was based in New York City. The Commission's amended complaint alleges that for fiscal year 2000 and the first two quarters of fiscal year 2001, StarMedia's books and records, and its filings with the Commission, misstated the quality and amount of the company's revenue. The amended complaint also alleges that StarMedia executives made misstatements regarding the company's revenue to certain entities from which it was attempting to obtain financing. In its amended complaint, the Commission alleged violations of the federal securities laws by eight former StarMedia executives. 
+
+ Without admitting or denying the allegations in the amended complaint, M¶ller consented to the entry of the Final Judgment permanently enjoining him from future violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 10b-5 and 13b2-1, and from aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, and 13a-13.  M¶ller is a Mexican citizen residing in Mexico. 
+
+ M¶ller is the fifth defendant to settle with the Commission.  See Litigation Releases No.  22023  
+(July 1, 2011); No.  21880  (Mar. 9, 2011); No. 19627  (Mar. 29, 2006); No.  19839  (Sept. 20, 2006). 
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diff --git a/raw/aaer/2011/AAER-3336.pdf b/raw/aaer/2011/AAER-3336.pdf
new file mode 100644
index 0000000000000000000000000000000000000000..5d1ab2c17c68a14eab96b7c0f57cbde8002613cf
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diff --git a/raw/aaer/2011/AAER-3338.txt b/raw/aaer/2011/AAER-3338.txt
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index 0000000000000000000000000000000000000000..38aabe5fc562191d37ae5f807dedc5c9dc913e43
--- /dev/null
+++ b/raw/aaer/2011/AAER-3338.txt
@@ -0,0 +1,144 @@
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 65759 / November 16, 2011 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 3338 / November 16, 2011 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-14629 
+ 
+ 
+In the Matter of 
+ 
+PAUL FREE, CPA 
+ 
+             Respondent. 
+ 
+ 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS AND 
+IMPOSING TEMPORARY SUSPENSION 
+PURSUANT TO RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE  
+                    
+   
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted pursuant to 
+Rule 102(e)(3)
+1
+ 
+ of the Commission’s Rules of Practice against Paul Free (“Respondent” or 
+“Free”).   
+II. 
+ 
+The Commission finds that: 
+ 
+                                                 
+1  Rule 102(e)(3)(i) provides, in relevant part, that: 
+ 
+ The Commission, with due regard to the public interest and without preliminary hearing, 
+may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 
+been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 
+or her misconduct in an action brought by the Commission, from violating or aiding and abetting 
+the violation of any provision of the Federal securities laws or of the rules and regulations 
+thereunder. 
+ 2 
+A. RESPONDENT 
+ 
+1. Free, age 55, a resident of Oakland, Michigan, is and has been a certified 
+public accountant (“CPA”) licensed to practice in the State of Missouri.  Between 1998 and 2002, 
+Free served as Controller and Chief Accounting Officer of Delphi Corporation.   
+ 
+ B. CIVIL INJUNCTION 
+   
+2. On October 31, 2011, the U.S. District Court for the Eastern District of 
+Michigan entered a final judgment against Free, permanently enjoining him from violating and/or 
+aiding and abetting violations of Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the 
+Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-13, 13b2-1 and 13b2-2 
+thereunder.  Securities and Exchange Commission v. Delphi Corporation, et al., Civil Action 
+Number 06-14891-Civ (E.D. Mich.)(Cohn, J.)(Dkt.378).   
+ 
+3. The Commission’s complaint alleged that, while serving as Controller and 
+Chief Accounting Officer of Delphi, Free engaged in conduct, detailed below, that resulted in 
+Delphi materially misstating its financial condition and operating results in filings with the 
+Commission, in offering documents, and in other statements to investors.  
+ 
+4. The Commission’s complaint alleged that in the third quarter of 2000, 
+Delphi improperly accounted for and disclosed a payment that it made to its former parent 
+company, pursuant to a settlement agreement.  Delphi treated the payment as if it related primarily 
+to certain pension and other post-employment benefit matters, even though Delphi officers and 
+employees, including Free, knew that the settlement in fact related exclusively to the warranty 
+claims.  As a result of these mischaracterizations, Delphi overstated its originally reported earnings 
+per share (“EPS”) for the third quarter 2000.  The Commission alleged that several Delphi officers 
+and employees, including Free, were responsible for this conduct.
+2
+ 
+ 
+5. The Commission’s complaint further alleged that in the fourth quarter of 
+2000, Delphi sold $270 million of inventory to two third parties, while simultaneously agreeing to 
+repurchase the inventory in the following quarter for the original sales price, plus approximately $4 
+million in interest charges and structuring fees.  By improperly accounting for the transactions as 
+sales, rather than financing transactions, Delphi improperly recognized approximately $200 million 
+in cash flow from operations.  The Commission alleged that several Delphi officers and 
+employees, including Free, were responsible for this fraudulent conduct.  
+ 
+6. The Commission’s complaint further alleged that in the fourth quarter of 
+2001, Delphi solicited a $20 million lump sum payment from its largest IT service provider (the 
+“IT Provider”) in return for Delphi providing new business to the IT Provider and agreeing to 
+repay the $20 million, with interest, over a five-year period.  Despite knowing that this payment 
+                                                 
+2 The jury did not find that Free’s conduct violated the anti-fraud provisions of the securities 
+laws on this transaction, but found instead that Free had violated the books and records and 
+misrepresentations to auditors provisions of the securities laws. 
+ 3 
+should have been accounted for by Delphi as a Delphi liability to the IT Provider, Delphi and 
+personnel of the IT Provider misrepresented the nature of the payment so that Delphi could 
+improperly account for the payment as an immediate reduction of information technology expense 
+in the fourth quarter.  This resulted in Delphi overstating its originally reported EPS in 2001 for the 
+fourth quarter.  The Commission alleged that several Delphi officers and employees, including 
+Free, were responsible for this fraudulent conduct.    
+ 
+III. 
+ 
+Based upon the foregoing, the Commission finds that a court of competent jurisdiction has 
+permanently enjoined Free, a CPA, from violating the Federal securities laws within the meaning 
+of Rule 102(e)(3)(i)(A) of the Commission’s Rules of Practice.  In view of these findings, the 
+Commission deems it appropriate and in the public interest that Free be temporarily suspended 
+from appearing or practicing before the Commission. 
+   
+ IT IS HEREBY ORDERED that Free be, and hereby is, temporarily suspended from 
+appearing or practicing before the Commission.  This Order shall be effective upon service on the 
+Respondent. 
+ 
+ IT IS FURTHER ORDERED that Free may within thirty days after service of this Order 
+file a petition with the Commission to lift the temporary suspension.  If the Commission within 
+thirty days after service of the Order receives no petition, the suspension shall become permanent 
+pursuant to Rule 102(e)(3)(ii). 
+  
+ If a petition is received within thirty days after service of this Order, the Commission shall, 
+within thirty days after the filing of the petition, either lift the temporary suspension, or set the 
+matter down for hearing at a time and place to be designated by the Commission, or both.  If a 
+hearing is ordered, following the hearing, the Commission may lift the suspension, censure the 
+petitioner, or disqualify the petitioner from appearing or practicing before the Commission for a 
+period of time, or permanently, pursuant to Rule 102(e)(3)(iii). 
+ 
+This Order shall be served upon Free personally or by certified mail at his last known 
+address. 
+ 
+ By the Commission. 
+ 
+ 
+ 
+       Elizabeth M. Murphy 
+       Secretary 
+ 
\ No newline at end of file
diff --git a/raw/aaer/2011/AAER-3347.pdf b/raw/aaer/2011/AAER-3347.pdf
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diff --git a/raw/aaer/2011/AAER-3348.txt b/raw/aaer/2011/AAER-3348.txt
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index 0000000000000000000000000000000000000000..dccb354dec9696c6371c810a667b1cdf2381c169
--- /dev/null
+++ b/raw/aaer/2011/AAER-3348.txt
@@ -0,0 +1,1370 @@
+
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+              Aon Corporation
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+ Litigation Release No. 22203 / December 20, 2011 
+
+ Accounting and Auditing Enforcement Release No. 3348 / December 20, 2011 
+
+ Securities and Exchange Commission vs. Aon Corporation, Civil Action No. 1:11-cv-02256 (D.D.C.) (filed Dec. 20, 2011) 
+
+ SEC FILES SETTLED FCPA CHARGES AGAINST AON CORPORATION 
+
+ The Securities and Exchange Commission today filed a settled enforcement action in the U.S. District Court for the District of Columbia against Aon Corporation (Aon), an Illinois-based global provider of risk management services, insurance and reinsurance brokerage, alleging violations of the books and records and internal controls provisions of the Foreign Corrupt Practices Act (FCPA). Aon will pay a total of approximately $14.5 million in disgorgement and prejudgment interest to the SEC. In a related action, Aon will pay a $1.764 million criminal fine to the U.S. Department of Justice (DOJ). 
+
+ The Commission's complaint alleges that Aon's subsidiaries made over $3.6 million in improper payments to various parties between 1983 and 2007 as a means of obtaining or retaining insurance business in those countries. The complaint alleges that some of the improper payments were made directly or indirectly to foreign government officials who could award business directly to Aon subsidiaries, who were in position to influence others who could award business to Aon subsidiaries, or who could otherwise provide favorable business treatment for the company's interests. The complaint alleges that these payments were not accurately reflected in Aon's books and records, and that Aon failed to maintain an adequate internal control system reasonably designed to detect and prevent the improper payments. 
+
+ According to the Commission's complaint, the improper payments made by Aon's subsidiaries fall into two general categories: (i) training, travel, and entertainment provided to employees of foreign government-owned clients and third parties; and (ii) payments made to third-party facilitators. Aon subsidiaries made these payments in various countries around the world, including Costa Rica, Egypt, Vietnam, Indonesia, United Arab Emirates, Myanmar, and Bangladesh. The complaint alleges that Aon realized over $11.4 million in profits from these improper payments. 
+
+ Without admitting or denying the allegations in the Commission's complaint, Aon consented to the entry of a final judgment permanently enjoining it from future violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and ordering the company to pay disgorgement of $11,416,814 in profits, together with prejudgment interest thereon of $3,128,206, for a total of $14,545,020. Aon's proposed settlement offer has been submitted to the court for its consideration. In a related criminal proceeding, DOJ announced today that Aon has entered into a non-prosecution agreement under which the company will pay a $1.764 million criminal fine for the misconduct. Aon cooperated with the Commission's and DOJ's investigations and implemented remedial measures during the course of the investigations. 
+
+ The Commission acknowledges the assistance of the Fraud Section of DOJ's Criminal Division, the Federal Bureau of Investigation, and the Financial Services Authority of the U.K. in this matter. 
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