In re Preferred Accounting Services
Preferred Accounting Services, Inc. and its engagement partner Ana Costales, CPA, willfully violated Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for New Era Trading Group while unregistered with the PCAOB, despite receiving a $100 fee for auditing a company with no revenues or assets, leading to SEC-imposed cease-and-desist orders and censure.
Preferred Accounting Services, Inc. and Ana Costales, CPA, were charged with willfully violating Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for New Era Trading Group, Inc. in April 2004 while unregistered with the Public Company Accounting Oversight Board (PCAOB), a requirement effective since October 2003. The audit, performed for a company with $0 in revenues and assets, was conducted for a $100 fee, and Costales, as the engagement partner, was found to have caused the violation. Both respondents consented to an SEC settlement without admitting guilt, agreeing to cease-and-desist orders, censure, and mandatory PCAOB registration before resuming practice before the Commission, with the $100 fee voluntarily reimbursed to eliminate disgorgement.
Preferred Accounting Services, Inc. and its engagement partner, Ana Costales, CPA, were charged by the SEC with willfully violating Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for New Era Trading Group, Inc. in April 2004 while unregistered with the Public Company Accounting Oversight Board (PCAOB), a legal requirement that took effect in October 2003. New Era, a Florida-based issuer with no revenues or assets as of its 2003 fiscal year-end, had its financial statements audited for a mere $100 fee, which the firm later voluntarily reimbursed, negating the need for disgorgement. Costales, a licensed CPA since 1982, participated directly in preparing and issuing the fraudulent audit report and was found to have caused the firm’s violation. Both respondents consented to an SEC settlement without admitting or denying the allegations, except as to jurisdiction and subject matter. The SEC imposed cease-and-desist orders against both parties and censured them under Sections 4C and 21C of the Securities Exchange Act and Rule 102(e). As a condition of future practice before the Commission, both must now be properly registered with the PCAOB. The case underscores the SEC’s enforcement of PCAOB registration requirements, even in cases involving minimal fees or seemingly insignificant issuers.
Extracted insights
- $100 $100 <$10K
- company preferred accounting services, inc.
- company public administrative proceedings against preferred accounting services, inc.
- agency Securities and Exchange Commission
- Securities And Exchange Commission instituted Cease-And-Desist Proceedings Against Preferred Accounting Services, Inc. And Ana Costales, CPA
- Securities And Exchange Commission instituted Public Administrative Proceedings Against Preferred Accounting Services, Inc.
- Preferred Accounting Services, Inc. is A Florida Corporation And A Public Accounting Firm Headquartered In Miami, Florida
- Preferred Accounting Services, Inc. audited New Era Trading Group, Inc.'s Financial Statements For The Company's 2003 Fiscal Year Ended December 31, 2003
- Ana Costales, CPA is A Certified Public Accountant Licensed In The State Of Florida Since 1982
- Ana Costales, CPA was The Engagement Partner In Connection With The Firm's Audit Of New Era's Financial Statements For The Company's 2003 Fiscal Year Ended December 31, 2003
- Respondents submitted An Offer Of Settlement
- Securities And Exchange Commission determined To Accept The Offer Of Settlement
- Respondents consented To The Entry Of The Order Instituting Public Administrative And Cease-And-Desist Proceedings
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 56421 / September 13, 2007
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2701 / September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12782
In the Matter of
Preferred Accounting Services,
Inc. and Ana Costales, CPA,
Respondents.
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 cease-
and-desist proceedings be, and hereby are, instituted against Preferred Accounting Services, Inc.
and Ana Costales, CPA (collectively “Respondents”) pursuant to Section 21C of the Securities
Exchange Act of 1934 (“Exchange Act”), and that public administrative proceedings be, and
hereby are, instituted against Preferred Accounting Services, Inc. pursuant to Section 4C
1
of the
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, 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 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 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’ Offer, the Commission finds
3
that:
A. RESPONDENTS
1. Preferred Accounting Services, Inc. (the “Firm”) is a Florida corporation and a
public accounting firm headquartered in Miami, Florida. The Firm audited New Era Trading
Group, Inc.’s (“New Era”) financial statements for the company’s 2003 fiscal year ended
December 31, 2003.
2. Ana Costales, CPA, (“Costales”), 41, of Miami, Florida is a certified public
accountant licensed in the state of Florida since 1982. Costales was the engagement partner in
connection with the Firm’s audit of New Era’s financial statements for the company’s 2003 fiscal
year ended December 31, 2003. Costales has been licensed as a CPA in Florida since 1982.
B. FACTS
1. New Era is a Florida corporation with its headquarters in Pembroke Pines, Florida.
During the relevant period, New Era’s common stock was registered with the Commission
pursuant to Section 12(g) of the Exchange Act. For its fiscal year ended December 31, 2003, New
Era reported no revenues and no assets.
2. New Era has at all relevant times been an issuer as defined by the Sarbanes-Oxley
Act of 2002 (the “Act”).
3. The Firm audited New Era’s 2003 financial statements included in New Era’s
annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on July 19, 2004.
As part of that audit, the Firm prepared and issued an audit report dated April 17, 2004 (the “New
Era audit report”), which the company included in its 2003 Form 10-KSB. New Era paid the Firm
The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding on any
other person or entity in this or any other proceeding.
2
3
$100 for the audit work.
4
4. At the time the Firm issued the New Era audit report, it was not registered with the
Public Company Accounting Oversight Board (the “Board”), as required by Section 102(a) of the
Act.
5. Costales was the engagement partner on the Firm’s audit of New Era’s 2003
financial statements. Costales participated in the preparation and issuance of the New Era audit
report.
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.”
5
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.
6
3. Based on the conduct described above, the Firm willfully
7
violated Section 102(a)
of the Act.
4. Based on the conduct described above, Costales caused the Firm’s violation of
Section 102(a) of the Act.
D. FINDINGS
Based on the foregoing, the Commission finds that the Firm willfully violated Section
102(a) of the Sarbanes-Oxley Act of 2002, and that Costales caused the Firm’s violation of Section
102(a) of the Act.
4
During the course of the Commission’s investigation, the Firm voluntarily reimbursed New Era the $100 in
audit fees. In view of the Firm’s reimbursement, the Commission is not ordering disgorgement in this matter.
5
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).
6
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).
7
“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
Respondents have undertaken not to request, demand, or accept, directly or indirectly, any
compensation from New Era in connection with the audit work associated with the New Era 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 Respondents’ Offer.
Accordingly, it is hereby ORDERED, effective immediately, that:
1. Preferred Accounting Services, Inc.
A. The Firm shall cease and desist from committing or causing any violations
and any future violations of Section 102(a) of the Act.
B. The Firm is censured.
C. The Firm may practice before the Commission as an independent accountant
provided that:
1. It is registered with the Board in accordance with the Act, and such
registration continues to be effective; and
2. It has submitted to the Commission staff (attention: Office of the
Chief Accountant) the Board’s letter notifying the Firm that its registration application has been
approved.
2. Ana Costales, CPA
A. Costales shall cease and desist from committing or causing any violations
and any future violations of Section 102(a) of the Act.
B. Costales may practice before the Commission as an independent accountant
provided that:
1. The public accounting firm with which she is associated is
registered with the Board in accordance with the Act, and such registration continues to be
effective; and
4
2. She has submitted to the Commission staff (attention: Office of the
Chief Accountant) the Board’s letter notifying the public accounting firm with which she is
associated that its registration application has been approved.
By the Commission.
Nancy M. Morris
Secretary
5
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 56421 / September 13, 2007
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2701 / September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12782
In the Matter of
Preferred Accounting Services,
Inc. and Ana Costales, CPA,
Respondents.
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 cease-
and-desist proceedings be, and hereby are, instituted against Preferred Accounting Services, Inc.
and Ana Costales, CPA (collectively “Respondents”) pursuant to Section 21C of the Securities
Exchange Act of 1934 (“Exchange Act”), and that public administrative proceedings be, and
hereby are, instituted against Preferred Accounting Services, Inc. pursuant to Section 4C1 of the
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, 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 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 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’ Offer, the Commission finds3 that:
A. RESPONDENTS
1. Preferred Accounting Services, Inc. (the “Firm”) is a Florida corporation and a
public accounting firm headquartered in Miami, Florida. The Firm audited New Era Trading
Group, Inc.’s (“New Era”) financial statements for the company’s 2003 fiscal year ended
December 31, 2003.
2. Ana Costales, CPA, (“Costales”), 41, of Miami, Florida is a certified public
accountant licensed in the state of Florida since 1982. Costales was the engagement partner in
connection with the Firm’s audit of New Era’s financial statements for the company’s 2003 fiscal
year ended December 31, 2003. Costales has been licensed as a CPA in Florida since 1982.
B. FACTS
1. New Era is a Florida corporation with its headquarters in Pembroke Pines, Florida.
During the relevant period, New Era’s common stock was registered with the Commission
pursuant to Section 12(g) of the Exchange Act. For its fiscal year ended December 31, 2003, New
Era reported no revenues and no assets.
2. New Era has at all relevant times been an issuer as defined by the Sarbanes-Oxley
Act of 2002 (the “Act”).
3. The Firm audited New Era’s 2003 financial statements included in New Era’s
annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on July 19, 2004.
As part of that audit, the Firm prepared and issued an audit report dated April 17, 2004 (the “New
Era audit report”), which the company included in its 2003 Form 10-KSB. New Era paid the Firm
The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding on any
other person or entity in this or any other proceeding.
2
3
$100 for the audit work.4
4. At the time the Firm issued the New Era audit report, it was not registered with the
Public Company Accounting Oversight Board (the “Board”), as required by Section 102(a) of the
Act.
5. Costales was the engagement partner on the Firm’s audit of New Era’s 2003
financial statements. Costales participated in the preparation and issuance of the New Era audit
report.
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.”5
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.6
3. Based on the conduct described above, the Firm willfully7 violated Section 102(a)
of the Act.
4. Based on the conduct described above, Costales caused the Firm’s violation of
Section 102(a) of the Act.
D. FINDINGS
Based on the foregoing, the Commission finds that the Firm willfully violated Section
102(a) of the Sarbanes-Oxley Act of 2002, and that Costales caused the Firm’s violation of Section
102(a) of the Act.
4 During the course of the Commission’s investigation, the Firm voluntarily reimbursed New Era the $100 in
audit fees. In view of the Firm’s reimbursement, the Commission is not ordering disgorgement in this matter.
5 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).
6 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).
7 “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
Respondents have undertaken not to request, demand, or accept, directly or indirectly, any
compensation from New Era in connection with the audit work associated with the New Era 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 Respondents’ Offer.
Accordingly, it is hereby ORDERED, effective immediately, that:
1. Preferred Accounting Services, Inc.
A. The Firm shall cease and desist from committing or causing any violations
and any future violations of Section 102(a) of the Act.
B. The Firm is censured.
C. The Firm may practice before the Commission as an independent accountant
provided that:
1. It is registered with the Board in accordance with the Act, and such
registration continues to be effective; and
2. It has submitted to the Commission staff (attention: Office of the
Chief Accountant) the Board’s letter notifying the Firm that its registration application has been
approved.
2. Ana Costales, CPA
A. Costales shall cease and desist from committing or causing any violations
and any future violations of Section 102(a) of the Act.
B. Costales may practice before the Commission as an independent accountant
provided that:
1. The public accounting firm with which she is associated is
registered with the Board in accordance with the Act, and such registration continues to be
effective; and
4
2. She has submitted to the Commission staff (attention: Office of the
Chief Accountant) the Board’s letter notifying the public accounting firm with which she is
associated that its registration application has been approved.
By the Commission.
Nancy M. Morris
Secretary
5