In re Reed & Taylor
Reed & Taylor, CPAs, P.C. and its partner Robert E. Reed issued an unauthorized audit report for Buckeye Ventures in March 2004 while unregistered with the PCAOB, violating Section 102(a) of the Sarbanes-Oxley Act, leading to a cease-and-desist order, censure, and mandatory PCAOB registration before resuming practice before the SEC.
Reed & Taylor, CPAs, P.C. and Robert E. Reed, CPA, violated Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for Buckeye Ventures, Inc. on March 12, 2004, despite not being registered with the Public Company Accounting Oversight Board (PCAOB), a requirement effective since October 22, 2003. The firm received $500 in audit fees for the work, which it later voluntarily reimbursed, eliminating the need for disgorgement. Both respondents consented to a cease-and-desist order and administrative censure without admitting or denying the allegations, with conditions requiring full PCAOB registration before resuming practice before the SEC.
Reed & Taylor, CPAs, P.C. and its engagement partner, Robert E. Reed, violated Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for Buckeye Ventures, Inc. on March 12, 2004, while unregistered with the Public Company Accounting Oversight Board (PCAOB), a legal requirement that took effect on October 22, 2003. Buckeye Ventures, a public issuer registered with the SEC, paid the firm $500 for the audit, which was included in its 2003 Form 10-KSB filed with the Commission. Reed, as the responsible partner, participated directly in preparing and issuing the unauthorized report. In settlement, both respondents consented to a cease-and-desist order and administrative censure without admitting or denying the allegations, but acknowledged the SEC’s jurisdiction. The firm voluntarily reimbursed the $500 audit fee, which led the SEC to forgo disgorgement. As a condition of future practice before the SEC, both the firm and Reed must obtain and maintain active PCAOB registration and provide proof of approval to the Commission’s Office of the Chief Accountant. This case underscores the strict enforcement of PCAOB registration requirements for auditors of public companies under Sarbanes-Oxley.
Extracted insights
- $11.00M $11 million $10M–$100M
- $16K $16,300 $10K–$100K
- $500 $500 <$10K
- company buckeye ventures
- agency the securities and exchange commission
- The Securities and Exchange Commission deems it appropriate that cease-and-desist proceedings be instituted against Reed & Taylor, CPAs, P.C. and Robert E. Reed, CPA
- Respondents have submitted an Offer of Settlement which the Commission has determined to accept
- The Commission finds that: A. RESPONDENTS 1. Reed & Taylor, CPAs, P.C. (the Firm) is a Michigan professional corporation and a public accounting firm headquartered in Detroit, Michigan.
- The Firm audited Buckeye Ventures, Inc.’s financial statements for the company’s 2003 fiscal year ended December 31, 2003
- Buckeye Ventures dismissed the Firm as its independent auditor on January 20, 2005
- Robert E. Reed, CPA was the engagement partner in connection with the Firm’s audit of Buckeye Ventures’s financial statements for the company’s 2003 fiscal year ended December 31, 2003
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 56423 / September 13, 2007
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2703 / September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12784
In the Matter of
Reed & Taylor, CPAs, P.C. and
Robert E. Reed, 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 Reed & Taylor, CPAs, P.C. and
Robert E. Reed, 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 Reed & Taylor, CPAs, P.C. 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. Reed & Taylor, CPAs, P.C. (the “Firm”) is a Michigan professional corporation
and a public accounting firm headquartered in Detroit, Michigan. The Firm audited Buckeye
Ventures, Inc.’s (“Buckeye Ventures”) financial statements for the company’s 2003 fiscal year
ended December 31, 2003. Buckeye Ventures dismissed the Firm as its independent auditor on
January 20, 2005.
2. Robert E. Reed, CPA, (“Reed”), 54, of Detroit, Michigan, is a certified public
accountant licensed in the state of Michigan. Reed was the engagement partner in connection with
the Firm’s audit of Buckeye Ventures’s financial statements for the company’s 2003 fiscal year
ended December 31, 2003.
B. FACTS
1. Buckeye Ventures (known as World Wide Motion Pictures Corporation during the
relevant period) is a Michigan corporation with its headquarters in San Diego, California. Buckeye
Ventures’s common stock is registered with the Commission pursuant to Section 12(g) of the
Exchange Act and trades on the OTC Bulletin Board under the symbol BEYV. For its fiscal year
ended December 31, 2003, Buckeye Ventures reported revenues of $16,300 and total assets of
approximately $11 million.
2. Buckeye Ventures has at all relevant times been an issuer as defined by the
Sarbanes-Oxley Act of 2002 (the “Act”).
3. The Firm audited Buckeye Ventures’s 2003 financial statements included in
Buckeye Ventures’s annual report for fiscal year 2003 on Form 10-KSB, filed with the
Commission on March 23, 2004. As part of that audit, the Firm prepared and issued an audit
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.
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-
3
report dated March 12, 2004 (the “Buckeye Ventures audit report”), which the company included
in its 2003 Form 10-KSB. Buckeye Ventures paid the Firm $500 for the audit work.
4
4. At the time the Firm issued the Buckeye Ventures 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. Reed was the engagement partner on the Firm’s audit of Buckeye Ventures’s 2003
financial statements. Reed participated in the preparation and issuance of the Buckeye Ventures
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, Reed 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 Reed 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 Buckeye Ventures
the $500 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).
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-
E. UNDERTAKING
Respondents have undertaken not to request, demand, or accept, directly or indirectly, any
compensation from Buckeye Ventures in connection with the audit work associated with the
Buckeye Ventures 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. Reed & Taylor, CPAs, P.C.
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. Robert E. Reed, CPA
A. Reed shall cease and desist from committing or causing any violations and
any future violations of Section 102(a) of the Act.
B. Reed 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
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-
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.
By the Commission.
Nancy M. Morris
Secretary
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-UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 56423 / September 13, 2007
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2703 / September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12784
In the Matter of
Reed & Taylor, CPAs, P.C. and
Robert E. Reed, 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 Reed & Taylor, CPAs, P.C. and
Robert E. Reed, 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 Reed & Taylor, CPAs, P.C. 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. Reed & Taylor, CPAs, P.C. (the “Firm”) is a Michigan professional corporation
and a public accounting firm headquartered in Detroit, Michigan. The Firm audited Buckeye
Ventures, Inc.’s (“Buckeye Ventures”) financial statements for the company’s 2003 fiscal year
ended December 31, 2003. Buckeye Ventures dismissed the Firm as its independent auditor on
January 20, 2005.
2. Robert E. Reed, CPA, (“Reed”), 54, of Detroit, Michigan, is a certified public
accountant licensed in the state of Michigan. Reed was the engagement partner in connection with
the Firm’s audit of Buckeye Ventures’s financial statements for the company’s 2003 fiscal year
ended December 31, 2003.
B. FACTS
1. Buckeye Ventures (known as World Wide Motion Pictures Corporation during the
relevant period) is a Michigan corporation with its headquarters in San Diego, California. Buckeye
Ventures’s common stock is registered with the Commission pursuant to Section 12(g) of the
Exchange Act and trades on the OTC Bulletin Board under the symbol BEYV. For its fiscal year
ended December 31, 2003, Buckeye Ventures reported revenues of $16,300 and total assets of
approximately $11 million.
2. Buckeye Ventures has at all relevant times been an issuer as defined by the
Sarbanes-Oxley Act of 2002 (the “Act”).
3. The Firm audited Buckeye Ventures’s 2003 financial statements included in
Buckeye Ventures’s annual report for fiscal year 2003 on Form 10-KSB, filed with the
Commission on March 23, 2004. As part of that audit, the Firm prepared and issued an audit
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
report dated March 12, 2004 (the “Buckeye Ventures audit report”), which the company included
in its 2003 Form 10-KSB. Buckeye Ventures paid the Firm $500 for the audit work.4
4. At the time the Firm issued the Buckeye Ventures 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. Reed was the engagement partner on the Firm’s audit of Buckeye Ventures’s 2003
financial statements. Reed participated in the preparation and issuance of the Buckeye Ventures
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, Reed 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 Reed 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 Buckeye Ventures
the $500 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 Buckeye Ventures in connection with the audit work associated with the
Buckeye Ventures 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. Reed & Taylor, CPAs, P.C.
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. Robert E. Reed, CPA
A. Reed shall cease and desist from committing or causing any violations and
any future violations of Section 102(a) of the Act.
B. Reed 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
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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.
By the Commission.
Nancy M. Morris
Secretary
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