In re United Financial CPA PC and
The SEC brought cease-and-desist and administrative proceedings against United Financial CPA PC and its engagement partner Anowar Hossain for willfully issuing an unregistered audit report for RedHand International’s 2003 fiscal year, violating Section 102(a) of Sarbanes-Oxley, resulting in a settlement with censure, a cease-and-desist order, and mandatory PCAOB registration compliance.
United Financial CPA PC and Anowar Hossain, CPA, violated Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for RedHand International’s 2003 fiscal year while unregistered with the PCAOB, despite the requirement having taken effect in October 2003. The audit, which generated $3,500 in fees, was included in RedHand’s November 2004 Form 10-KSB, and the PCAOB later disapproved the firm’s registration application in August 2005 due to this violation. Without admitting or denying guilt, the respondents consented to a settlement that imposed censure, a cease-and-desist order, and required proof of future PCAOB registration before practicing before the SEC.
The U.S. Securities and Exchange Commission (SEC) instituted administrative and cease-and-desist proceedings against United Financial CPA PC and its engagement partner, Anowar Hossain, CPA, for willfully violating Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for RedHand International, Inc. without being registered with the Public Company Accounting Oversight Board (PCAOB). RedHand, a public issuer with no revenues or assets in 2003, filed the audit report in its November 2004 Form 10-KSB, and the firm received $3,500 for the engagement. Hossain, as the lead auditor, knowingly participated in the unauthorized audit, which occurred after the PCAOB registration requirement became effective in October 2003. The PCAOB disapproved the firm’s registration application in August 2005, citing this violation as a key reason. In settlement, the respondents consented to the SEC’s Order without admitting or denying the findings, agreeing to censure, a cease-and-desist order, and mandatory submission of proof of PCAOB registration before engaging in any future public company audits. The firm also voluntarily reimbursed the $3,500 audit fee. Both parties face potential denial of the privilege to practice before the SEC for any future violations under Rule 102(e) and Section 4C.
Extracted insights
- $4K $3,500 <$10K
- $4K $3,500 <$10K
- person engagement partner
- agency Securities and Exchange Commission
- SEC Institutes Cease-and-Desist Proceedings
- SEC Institutes Public Administrative Proceedings
- Respondents Submitted Offer of Settlement
- SEC Accepted Offer of Settlement
- Respondents Consent to Entry of Order
- United Financial CPA PC Audited RedHand International, Inc. Financial Statements
- RedHand Dismissed United Financial CPA PC
- Anowar Hossain, CPA Was Engagement Partner
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 56425 / September 13, 2007
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2705 / September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12786
In the Matter of
United Financial CPA PC and
Anowar Hossain, 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 United Financial CPA PC and Anowar
Hossain, 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 United Financial CPA PC 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. United Financial CPA PC (the “Firm”) (known as United Financial LLC during
the relevant time period) is a New York professional corporation and a public accounting firm
headquartered in New York, New York. The Firm audited RedHand International, Inc.’s
(“RedHand”) financial statements for the company’s 2003 fiscal year ended December 31, 2003.
RedHand dismissed the Firm as its independent auditor in April 2005.
2. Anowar Hossain, CPA, (“Hossain”), 44, of New York, New York, is a certified
public accountant licensed in the state of New York since 1994. Hossain was the engagement
partner in connection with the Firm’s audit of RedHand’s financial statements for the company’s
2003 fiscal year ended December 31, 2003.
B. FACTS
1. RedHand is a Nevada corporation with its headquarters in New York, New York.
RedHand’s common stock is registered with the Commission pursuant to Section 12(g) of the
Exchange Act. For its fiscal year ended December 31, 2003, RedHand reported no revenues or
assets.
2. RedHand has at all relevant times been an issuer as defined by the Sarbanes-Oxley
Act of 2002 (the “Act”).
3. The Firm audited RedHand’s 2003 financial statements included in RedHand’s
annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on November 24,
2004. As part of that audit, the Firm prepared and issued an audit report dated November 9, 2004
(the “RedHand audit report”), which the company included in its 2003 Form 10-KSB. RedHand
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
paid the Firm $3,500 for the audit work.
4
4. At the time the Firm issued the RedHand 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. Hossain was the engagement partner on the Firm’s audit of RedHand’s 2003
financial statements. Hossain participated in the preparation and issuance of the RedHand audit
report.
6. By order dated August 29, 2005, the Board disapproved an application for
registration submitted by the Firm based in part on the Firm’s violation of Section 102(a) of the
Act in issuing the RedHand audit report.
5
The order effectively prevented the Firm from becoming
registered with the Board until after May 15, 2006, approximately one year from the date the
Board issued a notice of hearing on the Firm’s application.
6
Hossain has only worked as an
accountant through the Firm since before the Board’s order 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.”
7
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.
8
4
During the course of the Commission’s investigation, the Firm voluntarily reimbursed RedHand the $3,500
in audit fees. In view of the Firm’s reimbursement, the Commission is not ordering disgorgement in this matter.
5
PCAOB Release No. 2005-018 (Aug. 29, 2005). The order also found that the Firm’s issuance of the
RedHand audit report violated Board Rule 2100, which implemented Section 102(a) of the Act, and that the Firm
violated Board Rule 2101 when it failed to identify and to provide required information concerning the RedHand audit
report on the Firm’s registration application. Id.
6
The order states that with respect to any new registration application the Firm submits after May 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.
7
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).
8
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).
3
3. Based on the conduct described above, the Firm willfully
9
violated Section 102(a)
of the Act.
4. Based on the conduct described above, Hossain 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 Hossain caused the Firm’s violation of Section
102(a) of the Act.
E. UNDERTAKING
Respondents have undertaken not to request, demand, or accept, directly or indirectly, any
compensation from RedHand in connection with the audit work associated with the RedHand 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. United Financial CPA PC
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.
“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).
4
9
2. Anowar Hossain, CPA
A. Hossain shall cease and desist from committing or causing any violations
and any future violations of Section 102(a) of the Act.
B. Hossain 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.
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. 56425 / September 13, 2007
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2705 / September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12786
In the Matter of
United Financial CPA PC and
Anowar Hossain, 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 United Financial CPA PC and Anowar
Hossain, 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 United Financial CPA PC 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. United Financial CPA PC (the “Firm”) (known as United Financial LLC during
the relevant time period) is a New York professional corporation and a public accounting firm
headquartered in New York, New York. The Firm audited RedHand International, Inc.’s
(“RedHand”) financial statements for the company’s 2003 fiscal year ended December 31, 2003.
RedHand dismissed the Firm as its independent auditor in April 2005.
2. Anowar Hossain, CPA, (“Hossain”), 44, of New York, New York, is a certified
public accountant licensed in the state of New York since 1994. Hossain was the engagement
partner in connection with the Firm’s audit of RedHand’s financial statements for the company’s
2003 fiscal year ended December 31, 2003.
B. FACTS
1. RedHand is a Nevada corporation with its headquarters in New York, New York.
RedHand’s common stock is registered with the Commission pursuant to Section 12(g) of the
Exchange Act. For its fiscal year ended December 31, 2003, RedHand reported no revenues or
assets.
2. RedHand has at all relevant times been an issuer as defined by the Sarbanes-Oxley
Act of 2002 (the “Act”).
3. The Firm audited RedHand’s 2003 financial statements included in RedHand’s
annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on November 24,
2004. As part of that audit, the Firm prepared and issued an audit report dated November 9, 2004
(the “RedHand audit report”), which the company included in its 2003 Form 10-KSB. RedHand
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
paid the Firm $3,500 for the audit work.4
4. At the time the Firm issued the RedHand 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. Hossain was the engagement partner on the Firm’s audit of RedHand’s 2003
financial statements. Hossain participated in the preparation and issuance of the RedHand audit
report.
6. By order dated August 29, 2005, the Board disapproved an application for
registration submitted by the Firm based in part on the Firm’s violation of Section 102(a) of the
Act in issuing the RedHand audit report.5 The order effectively prevented the Firm from becoming
registered with the Board until after May 15, 2006, approximately one year from the date the
Board issued a notice of hearing on the Firm’s application.6 Hossain has only worked as an
accountant through the Firm since before the Board’s order 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.”7
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.8
4 During the course of the Commission’s investigation, the Firm voluntarily reimbursed RedHand the $3,500
in audit fees. In view of the Firm’s reimbursement, the Commission is not ordering disgorgement in this matter.
5 PCAOB Release No. 2005-018 (Aug. 29, 2005). The order also found that the Firm’s issuance of the
RedHand audit report violated Board Rule 2100, which implemented Section 102(a) of the Act, and that the Firm
violated Board Rule 2101 when it failed to identify and to provide required information concerning the RedHand audit
report on the Firm’s registration application. Id.
6 The order states that with respect to any new registration application the Firm submits after May 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.
7 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).
8 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).
3
3. Based on the conduct described above, the Firm willfully9 violated Section 102(a)
of the Act.
4. Based on the conduct described above, Hossain 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 Hossain caused the Firm’s violation of Section
102(a) of the Act.
E. UNDERTAKING
Respondents have undertaken not to request, demand, or accept, directly or indirectly, any
compensation from RedHand in connection with the audit work associated with the RedHand 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. United Financial CPA PC
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.
“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).
4
9
2. Anowar Hossain, CPA
A. Hossain shall cease and desist from committing or causing any violations
and any future violations of Section 102(a) of the Act.
B. Hossain 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.
By the Commission.
Nancy M. Morris
Secretary
5