In re HALT
The SEC filed administrative and cease‑and‑desist proceedings against Halt, Buzas & Powell Ltd. and its partners Wayne A. Powell and Steven R. Halt for willfully issuing unregistered audit reports for American Utilicraft Corp., seeking censure, possible bar from practice, and disgorgement of the $104,797 audit fees.
Halt, Buzas & Powell Ltd., along with partners Wayne A. Powell and Steven R. Halt, were charged with violating Section 102(a) of the Sarbanes‑Oxley Act by preparing and issuing audit reports for American Utilicraft Corp. after the October 22, 2003 PCAOB registration deadline. The firm received $104,797 for auditing American Utilicraft’s fiscal years 2001‑2003, reports that were included in the company’s Form 10‑KSB filings. The SEC seeks censure, possible permanent barring from appearing before the Commission, a cease‑and‑desist order, disgorgement of the fees, and prejudgment interest.
The Securities and Exchange Commission instituted administrative and cease‑and‑desist proceedings against Halt, Buzas & Powell Ltd. and its CPA partners Wayne A. Powell and Steven R. Halt. The respondents prepared and issued audit reports for American Utilicraft Corp. in August and October 2004, despite knowing that the firm had not registered with the Public Company Accounting Oversight Board as required by Section 102(a) of the Sarbanes‑Oxley Act. Those audit reports covered American Utilicraft’s fiscal years 2001 through 2003 and were filed with the SEC on Forms 10‑KSB. Halt, Buzas & Powell received $104,797 in fees for those audits. The SEC alleges willful violations of federal securities laws and is seeking censure, a possible permanent bar from practicing before the Commission, a cease‑and‑desist order, disgorgement of the ill‑gotten fees, and prejudgment interest. A hearing is to be scheduled, and the respondents must answer within ten days of service.
Extracted insights
- $818K $818,233 $100K–$1M
- $287K $286,550 $100K–$1M
- $105K $104,797 $100K–$1M
- company american utilicraft corp.
- company august 11, 2004 and october 11, 2004 for american utilicraft corp.
- company halt, buzas & powell, ltd.
- person otc pink sheets
- agency Securities and Exchange Commission
- Halt, Buzas & Powell, Ltd. is Virginia Corporation And Public Accounting Firm
- Halt, Buzas & Powell, Ltd. headquartered in Alexandria, Virginia
- Halt, Buzas & Powell, Ltd. prepared and issued audit reports August 11, 2004 And October 11, 2004 For American Utilicraft Corp.
- Wayne A. Powell, CPA is Certified Public Accountant Licensed In Maryland Since 1989
- Wayne A. Powell, CPA resides in Odenton, Maryland
- Wayne A. Powell, CPA participated in preparation and issuance of August 11, 2004 And October 11, 2004 American Utilicraft Audit Reports
- Steven R. Halt, CPA is Certified Public Accountant Licensed In Virginia Since 1976
- Steven R. Halt, CPA resides in Fort Washington, Maryland
- Steven R. Halt, CPA participated in preparation and issuance of August 11, 2004 And October 11, 2004 American Utilicraft Audit Reports
- American Utilicraft Corp. is Delaware Corporation Based In Lawrenceville, Georgia
- American Utilicraft Corp. reported $286,550 In Revenue For Fiscal Year 2003
- American Utilicraft Corp. reported $818,233 In Total Assets For Fiscal Year 2003
- American Utilicraft Corp. traded on OTC Pink Sheets
- Halt, Buzas & Powell, Ltd. failed to register with Public Company Accounting Oversight Board
- SEC instituted administrative and cease-and-desist proceedings against Halt, Buzas & Powell, Ltd., Wayne A. Powell, CPA, And Steven R. Halt, CPA
- Halt, Buzas & Powell, Ltd. audited financial statements for American Utilicraft Corp. Fiscal Years 2001, 2002, And 2003
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12792
In the Matter of
HALT, BUZAS & POWELL,
LTD., and WAYNE A. POWELL,
CPA, and STEVEN R. HALT,
CPA,
Respondents.
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,
AND NOTICE OF HEARING
I.
The Securities and Exchange Commission (“Commission”) deems it appropriate that public
administrative proceedings be, and hereby are, instituted pursuant to Section 4C of the Securities
Exchange Act of 1934 (“Exchange Act”) and Rule 102(e) of the Commission’s Rules of Practice
against Halt, Buzas & Powell, Ltd. (“Halt, Buzas & Powell”), Wayne A. Powell, CPA (“Powell”),
and Steven R. Halt, CPA (“Halt”) (collectively “Respondents”) and that cease-and-desist
proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act
of 1934 (“Exchange Act”) against Halt, Buzas & Powell.
II.
After an investigation, the Division of Enforcement alleges that:
A. RESPONDENTS
1. Halt, Buzas & Powell is a Virginia corporation and public accounting firm
headquartered in Alexandria, Virginia. Halt, Buzas & Powell prepared and issued audit reports
dated August 11, 2004 and October 11, 2004, in connection with its audits of American Utilicraft
Corp. (“American Utilicraft”).
2. Wayne A. Powell, CPA, 40, of Odenton, Maryland, is a certified public accountant
licensed in Maryland since 1989. As engagement partner on the American Utilicraft engagement,
Powell participated in the preparation and issuance of the August 11, 2004 and October 11, 2004,
American Utilicraft audit reports.
3. Steven R. Halt, CPA, 55, of Fort Washington, Maryland, is a certified public
accountant licensed in Virginia since 1976. As concurring partner on the American Utilicraft
engagement, Halt participated in the preparation and issuance of the August 11, 2004 and October
11, 2004 American Utilicraft audit reports.
B. OTHER RELEVANT ENTITIES
1. American Utilicraft is a Delaware Corporation based in Lawrenceville, Georgia.
During the relevant period, American Utilicraft’s common stock traded on the OTC Pink Sheets.
Its common stock is registered with the Commission pursuant to Section 12(g) of the Exchange
Act. American Utilicraft reported $286,550 in revenue and total assets of $818,233 for its fiscal
year ended 2003. American Utilicraft has at all relevant times been an issuer as defined by the
Sarbanes-Oxley Act of 2002 (the “Act”).
C. FAILURE TO REGISTER WITH THE PUBLIC COMPANY ACCOUNTING
OVERSIGHT BOARD
1. Section 102(a) of the Act prohibits any person that is not a registered public
accounting firm with the Public Company Accounting Oversight Board (“PCAOB”) from
preparing or issuing, or participating in the preparation or issuance of, any audit report with respect
to any public reporting company after October 22, 2003.
2. Though Respondents were aware of the PCAOB registration requirement, at no
point did Halt, Buzas & Powell register with the PCAOB as a public accounting firm.
3. Halt, Buzas & Powell audited the financial statements included in American
Utilicraft’s annual report for fiscal years 2001, 2002, and 2003 on Forms 10-KSB, filed with the
Commission on November 3, 2004 (for fiscal years 2001 and 2002) and on December 6, 2004 (for
fiscal year 2003).
4. Halt, Buzas & Powell prepared and issued audit reports dated August 11, 2004 and
October 11, 2004, which were included in American Utilicraft’s Forms 10-KSB.
5. Powell and Halt participated in auditing the financial statements included in
American Utilicraft’s annual reports for fiscal years 2001 through 2003 on Forms 10-KSB, filed
with the Commission on November 3, 2004 (for fiscal years 2001 and 2002) and on December 6,
2004 (for fiscal year 2003).
6. Powell and Halt participated in the preparation and issuance of audit reports dated
August 11, 2004 and October 11, 2004, which were included in American Utilicraft’s Form 10-
KSB.
7. Halt, Buzas & Powell and Powell were aware of the registration requirement and
the October 22, 2003 deadline for registration with the PCAOB when Halt, Buzas & Powell issued
the August 11, 2004 and October 11, 2004 audit reports.
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8. Halt, Buzas & Powell received $104,797 for conducting audits of American
Utilicraft’s financial statements for its fiscal year 2001 through 2003 and for issuing audit reports
on those financial statements.
D. VIOLATIONS
1. Section 4C(a) of the Exchange Act 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 by the
Commission ... (1) not to possess the requisite qualifications to represent others ... 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 issued thereunder.”
2. Rule 102(e)(1) of the Commission’s Rules of Practice provides 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 by the Commission ... (i)
not to possess the requisite qualifications to represent others ... or (iii) to have willfully violated ...
any provision of the Federal securities laws or the rules and regulations thereunder.”
3. 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.”
4. Because Halt, Buzas & Powell had not registered with the PCAOB, it lacked “the
requisite qualifications” to issue audit reports dated August 11, 2004 and October 11, 2004.
5. By participating in the preparation or issuance of audit reports after October 22,
2003 by an audit firm that was not registered with the PCAOB, Powell and Halt lacked “the
requisite qualifications to represent others.”
6. In violation of Section 102(a) of the Act, Halt, Buzas & Powell prepared and issued
audit reports on the financial statements of a reporting company after October 22, 2003, without
first registering with the PCAOB. Halt, Buzas & Powell thus also willfully violated the federal
securities laws.
III.
In view of the allegations made by the Division of Enforcement, the Commission deems it
necessary and appropriate 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; and
3
B. Whether, pursuant to Sections 4C(a)(1) and 4C(a)(3) of the Exchange Act and Rules
102(e)(1)(i) and 102(e)(1)(iii) of the Commission’s Rules of Practice, Halt, Buzas & Powell should
be censured by the Commission or temporarily or permanently denied the privilege of appearing or
practicing before the Commission.
C. Whether, pursuant to Section 4C(a)(1) of the Exchange Act and Rule 102(e)(1)(i) of
the Commission’s Rules of Practice, Powell and Halt should be censured by the Commission or
temporarily or permanently denied the privilege of appearing or practicing before the Commission.
D. Whether, pursuant to Section 21C of the Exchange Act, Halt, Buzas & Powell
should be ordered to cease and desist from committing or causing violations and any future
violations of Section 102(a) of the Act, and whether Halt, Buzas & Powell should be ordered to pay
disgorgement and prejudgment interest and to make an accounting pursuant to Section 21C(e) of the
Exchange 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 ten (10) days after service of this Order, as provided by Rule 220 of
the Commission’s Rules of Practice, 17 C.F.R. § 201.220.
If Respondents fails to file the directed answer, or fails 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 forthwith upon Respondents 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.
4
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.
Nancy M. Morris
Secretary
5
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12792
In the Matter of
HALT, BUZAS & POWELL,
LTD., and WAYNE A. POWELL,
CPA, and STEVEN R. HALT,
CPA,
Respondents.
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,
AND NOTICE OF HEARING
I.
The Securities and Exchange Commission (“Commission”) deems it appropriate that public
administrative proceedings be, and hereby are, instituted pursuant to Section 4C of the Securities
Exchange Act of 1934 (“Exchange Act”) and Rule 102(e) of the Commission’s Rules of Practice
against Halt, Buzas & Powell, Ltd. (“Halt, Buzas & Powell”), Wayne A. Powell, CPA (“Powell”),
and Steven R. Halt, CPA (“Halt”) (collectively “Respondents”) and that cease-and-desist
proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act
of 1934 (“Exchange Act”) against Halt, Buzas & Powell.
II.
After an investigation, the Division of Enforcement alleges that:
A. RESPONDENTS
1. Halt, Buzas & Powell is a Virginia corporation and public accounting firm
headquartered in Alexandria, Virginia. Halt, Buzas & Powell prepared and issued audit reports
dated August 11, 2004 and October 11, 2004, in connection with its audits of American Utilicraft
Corp. (“American Utilicraft”).
2. Wayne A. Powell, CPA, 40, of Odenton, Maryland, is a certified public accountant
licensed in Maryland since 1989. As engagement partner on the American Utilicraft engagement,
Powell participated in the preparation and issuance of the August 11, 2004 and October 11, 2004,
American Utilicraft audit reports.
3. Steven R. Halt, CPA, 55, of Fort Washington, Maryland, is a certified public
accountant licensed in Virginia since 1976. As concurring partner on the American Utilicraft
engagement, Halt participated in the preparation and issuance of the August 11, 2004 and October
11, 2004 American Utilicraft audit reports.
B. OTHER RELEVANT ENTITIES
1. American Utilicraft is a Delaware Corporation based in Lawrenceville, Georgia.
During the relevant period, American Utilicraft’s common stock traded on the OTC Pink Sheets.
Its common stock is registered with the Commission pursuant to Section 12(g) of the Exchange
Act. American Utilicraft reported $286,550 in revenue and total assets of $818,233 for its fiscal
year ended 2003. American Utilicraft has at all relevant times been an issuer as defined by the
Sarbanes-Oxley Act of 2002 (the “Act”).
C. FAILURE TO REGISTER WITH THE PUBLIC COMPANY ACCOUNTING
OVERSIGHT BOARD
1. Section 102(a) of the Act prohibits any person that is not a registered public
accounting firm with the Public Company Accounting Oversight Board (“PCAOB”) from
preparing or issuing, or participating in the preparation or issuance of, any audit report with respect
to any public reporting company after October 22, 2003.
2. Though Respondents were aware of the PCAOB registration requirement, at no
point did Halt, Buzas & Powell register with the PCAOB as a public accounting firm.
3. Halt, Buzas & Powell audited the financial statements included in American
Utilicraft’s annual report for fiscal years 2001, 2002, and 2003 on Forms 10-KSB, filed with the
Commission on November 3, 2004 (for fiscal years 2001 and 2002) and on December 6, 2004 (for
fiscal year 2003).
4. Halt, Buzas & Powell prepared and issued audit reports dated August 11, 2004 and
October 11, 2004, which were included in American Utilicraft’s Forms 10-KSB.
5. Powell and Halt participated in auditing the financial statements included in
American Utilicraft’s annual reports for fiscal years 2001 through 2003 on Forms 10-KSB, filed
with the Commission on November 3, 2004 (for fiscal years 2001 and 2002) and on December 6,
2004 (for fiscal year 2003).
6. Powell and Halt participated in the preparation and issuance of audit reports dated
August 11, 2004 and October 11, 2004, which were included in American Utilicraft’s Form 10
KSB.
7. Halt, Buzas & Powell and Powell were aware of the registration requirement and
the October 22, 2003 deadline for registration with the PCAOB when Halt, Buzas & Powell issued
the August 11, 2004 and October 11, 2004 audit reports.
2
8. Halt, Buzas & Powell received $104,797 for conducting audits of American
Utilicraft’s financial statements for its fiscal year 2001 through 2003 and for issuing audit reports
on those financial statements.
D. VIOLATIONS
1. Section 4C(a) of the Exchange Act 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 by the
Commission … (1) not to possess the requisite qualifications to represent others … 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 issued thereunder.”
2. Rule 102(e)(1) of the Commission’s Rules of Practice provides 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 by the Commission ... (i)
not to possess the requisite qualifications to represent others … or (iii) to have willfully violated …
any provision of the Federal securities laws or the rules and regulations thereunder.”
3. 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.”
4. Because Halt, Buzas & Powell had not registered with the PCAOB, it lacked “the
requisite qualifications” to issue audit reports dated August 11, 2004 and October 11, 2004.
5. By participating in the preparation or issuance of audit reports after October 22,
2003 by an audit firm that was not registered with the PCAOB, Powell and Halt lacked “the
requisite qualifications to represent others.”
6. In violation of Section 102(a) of the Act, Halt, Buzas & Powell prepared and issued
audit reports on the financial statements of a reporting company after October 22, 2003, without
first registering with the PCAOB. Halt, Buzas & Powell thus also willfully violated the federal
securities laws.
III.
In view of the allegations made by the Division of Enforcement, the Commission deems it
necessary and appropriate 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; and
3
B. Whether, pursuant to Sections 4C(a)(1) and 4C(a)(3) of the Exchange Act and Rules
102(e)(1)(i) and 102(e)(1)(iii) of the Commission’s Rules of Practice, Halt, Buzas & Powell should
be censured by the Commission or temporarily or permanently denied the privilege of appearing or
practicing before the Commission.
C. Whether, pursuant to Section 4C(a)(1) of the Exchange Act and Rule 102(e)(1)(i) of
the Commission’s Rules of Practice, Powell and Halt should be censured by the Commission or
temporarily or permanently denied the privilege of appearing or practicing before the Commission.
D. Whether, pursuant to Section 21C of the Exchange Act, Halt, Buzas & Powell
should be ordered to cease and desist from committing or causing violations and any future
violations of Section 102(a) of the Act, and whether Halt, Buzas & Powell should be ordered to pay
disgorgement and prejudgment interest and to make an accounting pursuant to Section 21C(e) of the
Exchange 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 ten (10) days after service of this Order, as provided by Rule 220 of
the Commission’s Rules of Practice, 17 C.F.R. § 201.220.
If Respondents fails to file the directed answer, or fails 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 forthwith upon Respondents 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.
4
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.
Nancy M. Morris
Secretary
5