In re Norman Stumacher
Norman Stumacher, a CPA, willfully violated Section 102(a) of the Sarbanes-Oxley Act by issuing an unregistered audit report for MediaREADY, Inc.'s 2003 financial statements, receiving $25,000 in fees, and was subsequently censured, ordered to disgorge the fees plus interest, and barred from practicing before the SEC unless affiliated with a PCAOB-registered firm.
Norman Stumacher, a certified public accountant and sole practitioner, willfully violated Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for MediaREADY, Inc.'s 2003 fiscal year financial statements without being registered with the Public Company Accounting Oversight Board (PCAOB), a requirement effective since October 22, 2003. He received $25,000 for the audit, which was included in MediaREADY’s Form 10-KSB filed with the SEC on April 14, 2004. As part of a settled cease-and-desist order, Stumacher was censured, ordered to disgorge the $25,000 in fees plus $1,865.60 in prejudgment interest, and prohibited from practicing before the SEC unless affiliated with a PCAOB-registered firm and he provides proof of such registration.
Norman Stumacher, a certified public accountant licensed in New York since 1960 and operating as a sole proprietor, willfully violated Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for MediaREADY, Inc.’s 2003 fiscal year financial statements without being registered with the Public Company Accounting Oversight Board (PCAOB), a requirement that became effective on October 22, 2003. MediaREADY, a public company listed on the Pink Sheets, filed Stumacher’s audit report in its Form 10-KSB on April 14, 2004, and paid him $25,000 for the engagement. The PCAOB later disapproved Stumacher’s registration application in April 2005, citing his violation of Section 102(a) as grounds. In a settled administrative proceeding, Stumacher consented to a cease-and-desist order without admitting or denying the findings, except as to jurisdiction. The SEC found his actions to be willful and imposed sanctions including censure, disgorgement of the $25,000 audit fee plus $1,865.60 in prejudgment interest, and a permanent bar from practicing before the Commission unless he is affiliated with a PCAOB-registered firm and provides proof of such registration. Stumacher had no association with any registered public accounting firm and operated exclusively through his sole proprietorship, making his unregistered audit activity a clear violation of federal securities law.
Extracted insights
- $875K $875,000 $100K–$1M
- $191K $191,000 $100K–$1M
- $25K $25,000 $10K–$100K
- $2K $1,865 <$10K
- company mediaready, inc.
- person norman stumacher
- agency Securities and Exchange Commission
- SEC instituted proceedings against Norman Stumacher, CPA
- Norman Stumacher is Certified Public Accountant licensed in New York since 1960
- Norman Stumacher audited MediaREADY, Inc. financial statements for fiscal year ended December 31, 2003
- MediaREADY, Inc. dismissed Norman Stumacher as independent auditor on February 22, 2005
- MediaREADY, Inc. is Florida corporation with headquarters in Fort Lauderdale, Florida
- MediaREADY, Inc. reported $191,000 revenues and $875,000 total assets for fiscal year ended December 31, 2003
- Norman Stumacher is 81 years old from Bellmore, New York
- SEC accepted Norman Stumacher's Offer of Settlement
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 56420 / September 13, 2007
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2700 / September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12781
In the Matter of
Norman Stumacher, 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 Norman
Stumacher, CPA (“Respondent” or “Stumacher”) 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 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 . . .
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 relevant part, that:
The Commission may censure a person or deny, temporarily or permanently, the privilege of
appearing or practicing before it in any way 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.
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 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. RESPONDENT
Norman Stumacher, CPA, 81, of Bellmore, New York, is a certified public accountant
licensed in the state of New York since 1960 and doing business as a sole proprietorship.
Stumacher audited MediaREADY, Inc.’s (“MediaREADY”) financial statements for the
company’s 2003 fiscal year ended December 31, 2003. MediaREADY dismissed Stumacher as its
independent auditor on February 22, 2005.
B. FACTS
1. MediaREADY (known as Video Without Boundaries, Inc. during the relevant time
period) is a Florida corporation with its headquarters in Fort Lauderdale, Florida. MediaREADY’s
common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act
and is listed on the Pink Sheets under the symbol MRED. For its fiscal year ended December 31,
2003, MediaREADY reported revenues of $191,000 and total assets of $875,000.
2. MediaREADY has at all relevant times been an issuer as defined by the Sarbanes-
Oxley Act of 2002 (the “Act”).
3. Stumacher audited MediaREADY’s 2003 financial statements included in
MediaREADY’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission
on April 14, 2004. As part of that audit, Stumacher prepared and issued an audit report dated April
12, 2004 (the “MediaREADY audit report”), which the company included in its 2003 Form 10-
KSB. MediaREADY paid Stumacher $25,000 for the audit work.
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
3
4. At the time Stumacher prepared and issued the MediaREADY audit report, he was
not registered with the Public Company Accounting Oversight Board (the “Board”), as required by
Section 102(a) of the Act.
5. By order dated April 26, 2005, the Board disapproved an application for
registration submitted by Stumacher based in part on Stumacher’s violation of Section 102(a) of
the Act in issuing the MediaREADY audit report.
4
The order effectively prevented Stumacher
from becoming registered with the Board until after February 15, 2006, approximately one year
from the date the Board issued a notice of hearing on Stumacher’s application.
5
Stumacher has
only worked as an accountant through his sole proprietorship and has not otherwise been
associated with a public accounting firm registered with the Board.
C. VIOLATIONS
1. Section 102(a) of the Act provides that “it shall be unlawful for any person that is
not a registered public accounting firm to prepare or issue, or to participate in the preparation or
issuance of, any audit report with respect to any issuer.”
6
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.
7
3. Based on the conduct described above, Respondent willfully
8
violated Section
102(a) of the Act.
D. FINDINGS
Based on the foregoing, the Commission finds that Stumacher willfully violated Section
102(a) of the Sarbanes-Oxley Act of 2002.
4
PCAOB Release No. 2005-008 (Apr. 26, 2005). The order also found that Stumacher’s issuance of the
MediaREADY audit report violated Board Rule 2100, which implemented Section 102(a) of the Act. Id.
5
The order states that with respect to any new registration application Stumacher submits after February 15,
2006, the Board will not issue a notice of hearing to determine whether to approve or disapprove such application
based solely on the violations subject to the Board’s order. Id.
6
A violation of the Act or any rule that the Board issues under the Act is treated for all purposes in the same
manner as a violation of the Exchange Act, including with respect to penalties. Sarbanes-Oxley Act of 2002, 15
U.S.C.A. § 7202(b)(1) (West 2002).
7
Section 102(a) became effective “[b]eginning 180 days after the date of the determination of the
Commission under Section 101(d)” of the Act that the Board was prepared to undertake its statutory responsibilities.
The Commission made the required determination on April 25, 2003. See
Order Regarding Section 101(d) of the
Sarbanes-Oxley Act of 2002, Securities Act Release No. 8223, Exchange Act Release No. 47746, 2003 WL
1956164 (Apr. 25, 2003).
8
“Willfully” as used in this Order means intentionally committing the act that constitutes the violation.
There is no requirement that the actor also be aware that he is violating a rule or statute. See Wonsover v. SEC, 205
F.3d 408, 414 (D.C. Cir. 2000); Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).
3
E. UNDERTAKING
Respondent has undertaken not to request, demand, or accept, directly or indirectly, any
compensation from MediaREADY in connection with the audit work associated with the
MediaREADY audit report. In determining whether to accept the Offer, the Commission has
considered this undertaking.
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. Stumacher shall cease and desist from committing or causing any violations and any
future violations of Section 102(a) of the Act.
B. Stumacher is censured.
C. Stumacher may practice before the Commission as an independent accountant
provided that:
1. The public accounting firm with which he is associated is registered with
the Board in accordance with the Act, and such registration continues to be effective; and
2. He has submitted to the Commission staff (attention: Office of the Chief
Accountant) the Board’s letter notifying the public accounting firm with which he is associated that
its registration application has been approved.
D. IT IS FURTHER ORDERED that Respondent shall, within 10 days of the entry of
this Order, pay disgorgement of $25,000 and prejudgment interest of $1,865.60 to the United
States Treasury. 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 Norman Stumacher 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 Christopher Conte, Division of Enforcement,
Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549.
By the Commission.
Nancy M. Morris
Secretary
4
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 56420 / September 13, 2007
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2700 / September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12781
In the Matter of
Norman Stumacher, 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 Norman
Stumacher, CPA (“Respondent” or “Stumacher”) pursuant to Sections 4C1 and 21C of the
Securities Exchange Act of 1934 (“Exchange Act”) 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 . . .
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 relevant part, that:
The Commission may censure a person or deny, temporarily or permanently, the privilege of
appearing or practicing before it in any way 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.
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 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. RESPONDENT
Norman Stumacher, CPA, 81, of Bellmore, New York, is a certified public accountant
licensed in the state of New York since 1960 and doing business as a sole proprietorship.
Stumacher audited MediaREADY, Inc.’s (“MediaREADY”) financial statements for the
company’s 2003 fiscal year ended December 31, 2003. MediaREADY dismissed Stumacher as its
independent auditor on February 22, 2005.
B. FACTS
1. MediaREADY (known as Video Without Boundaries, Inc. during the relevant time
period) is a Florida corporation with its headquarters in Fort Lauderdale, Florida. MediaREADY’s
common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act
and is listed on the Pink Sheets under the symbol MRED. For its fiscal year ended December 31,
2003, MediaREADY reported revenues of $191,000 and total assets of $875,000.
2. MediaREADY has at all relevant times been an issuer as defined by the Sarbanes-
Oxley Act of 2002 (the “Act”).
3. Stumacher audited MediaREADY’s 2003 financial statements included in
MediaREADY’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission
on April 14, 2004. As part of that audit, Stumacher prepared and issued an audit report dated April
12, 2004 (the “MediaREADY audit report”), which the company included in its 2003 Form 10
KSB. MediaREADY paid Stumacher $25,000 for the audit work.
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
3
4. At the time Stumacher prepared and issued the MediaREADY audit report, he was
not registered with the Public Company Accounting Oversight Board (the “Board”), as required by
Section 102(a) of the Act.
5. By order dated April 26, 2005, the Board disapproved an application for
registration submitted by Stumacher based in part on Stumacher’s violation of Section 102(a) of
the Act in issuing the MediaREADY audit report.4 The order effectively prevented Stumacher
from becoming registered with the Board until after February 15, 2006, approximately one year
from the date the Board issued a notice of hearing on Stumacher’s application.5 Stumacher has
only worked as an accountant through his sole proprietorship and has not otherwise been
associated with a public accounting firm registered with the Board.
C. VIOLATIONS
1. Section 102(a) of the Act provides that “it shall be unlawful for any person that is
not a registered public accounting firm to prepare or issue, or to participate in the preparation or
issuance of, any audit report with respect to any issuer.”6
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.7
3. Based on the conduct described above, Respondent willfully8 violated Section
102(a) of the Act.
D. FINDINGS
Based on the foregoing, the Commission finds that Stumacher willfully violated Section
102(a) of the Sarbanes-Oxley Act of 2002.
4 PCAOB Release No. 2005-008 (Apr. 26, 2005). The order also found that Stumacher’s issuance of the
MediaREADY audit report violated Board Rule 2100, which implemented Section 102(a) of the Act. Id.
5 The order states that with respect to any new registration application Stumacher submits after February 15,
2006, the Board will not issue a notice of hearing to determine whether to approve or disapprove such application
based solely on the violations subject to the Board’s order. Id.
6 A violation of the Act or any rule that the Board issues under the Act is treated for all purposes in the same
manner as a violation of the Exchange Act, including with respect to penalties. Sarbanes-Oxley Act of 2002, 15
U.S.C.A. § 7202(b)(1) (West 2002).
7 Section 102(a) became effective “[b]eginning 180 days after the date of the determination of the
Commission under Section 101(d)” of the Act that the Board was prepared to undertake its statutory responsibilities.
The Commission made the required determination on April 25, 2003. See Order Regarding Section 101(d) of the
Sarbanes-Oxley Act of 2002, Securities Act Release No. 8223, Exchange Act Release No. 47746, 2003 WL
1956164 (Apr. 25, 2003).
8 “Willfully” as used in this Order means intentionally committing the act that constitutes the violation.
There is no requirement that the actor also be aware that he is violating a rule or statute. See Wonsover v. SEC, 205
F.3d 408, 414 (D.C. Cir. 2000); Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).
3
E. UNDERTAKING
Respondent has undertaken not to request, demand, or accept, directly or indirectly, any
compensation from MediaREADY in connection with the audit work associated with the
MediaREADY audit report. In determining whether to accept the Offer, the Commission has
considered this undertaking.
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. Stumacher shall cease and desist from committing or causing any violations and any
future violations of Section 102(a) of the Act.
B. Stumacher is censured.
C. Stumacher may practice before the Commission as an independent accountant
provided that:
1. The public accounting firm with which he is associated is registered with
the Board in accordance with the Act, and such registration continues to be effective; and
2. He has submitted to the Commission staff (attention: Office of the Chief
Accountant) the Board’s letter notifying the public accounting firm with which he is associated that
its registration application has been approved.
D. IT IS FURTHER ORDERED that Respondent shall, within 10 days of the entry of
this Order, pay disgorgement of $25,000 and prejudgment interest of $1,865.60 to the United
States Treasury. 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 Norman Stumacher 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 Christopher Conte, Division of Enforcement,
Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549.
By the Commission.
Nancy M. Morris
Secretary
4