In re Isaac Gordon

                                                 UNITED                                                 STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 56415 / September 13, 2007 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2695 / September 13, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12776 
In the Matter of 
Isaac Gordon, 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 Isaac 
Gordon, CPA (“Respondent” or “Gordon”) 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 

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        
Isaac Gordon, CPA, 47, of Los Angeles, California, is a certified public accountant licensed 
in the state of Maryland and doing business as a sole proprietorship.  Gordon audited Toffee 
Sensations, Inc.’s financial statements for the company’s 2003 fiscal year ended September 30, 
2003, as well as those for the period ended April 30, 2004.  Gordon has been licensed as a CPA in 
Maryland since 1988. 
B.        FACTS        
1. Toffee Sensations, Inc. (“Toffee Sensations”) is a California corporation with its 
headquarters in Los Angeles, California.  The audit report in question was issued in connection 
with a Form SB-2/A registration statement filed with the Commission by Toffee Sensations which 
has not yet gone effective.  For its fiscal year ended September 30, 2003, Toffee Sensations 
reported revenues of approximately $6,500 and total assets of approximately $1,700.   
2. Toffee Sensations has at all relevant times been an issuer as defined by the 
Sarbanes-Oxley Act of 2002 (the “Act”). 
3. Gordon audited Toffee Sensations’ 2003 financial statements, as well as those for 
the period ended April 30, 2004.  As part of that audit, Gordon prepared and issued an audit report 
dated May 13, 2004 (the “Toffee Sensations audit report”), which the company included in its 
Form SB-2/A registration statement filed with the Commission on August 24, 2004.  Gordon 
received no fees for the audit work. 
any   provision   of   the   Federal   securities   laws   or   the   rules   and   regulations   
thereunder. 
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 Gordon prepared and issued the Toffee Sensations audit report, he was 
not registered with the Public Company Accounting Oversight Board (the “Board”), as required by 
Section 102(a) of the Act. 
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.”
4 
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.
5 
3. Based on the conduct described above, Respondent willfully
6
 violated Section 
102(a) of the Act. 
D.        FINDINGS        
Based on the foregoing, the Commission finds that Gordon willfully violated Section 
102(a) of the Sarbanes-Oxley Act of 2002. 
E.        UNDERTAKING        
Respondent undertakes not to request, demand, or accept, directly or indirectly, any 
compensation from Toffee Sensations in connection with the audit work associated with the Toffee 
Sensations 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. 
4 
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). 
5 
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). 
6 
“Willfully” as used in this Offer 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


Accordingly, it is hereby ORDERED, effective immediately, that: 
A. Gordon shall cease and desist from committing or causing any violations and any 
future violations of Section 102(a) of the Act. 
B.        Gordon        is        censured.        
C.        Gordon        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 
4

UNITED STATES OF AMERICA 

 Before the 


SECURITIES AND EXCHANGE COMMISSION 


SECURITIES EXCHANGE ACT OF 1934 
Release No. 56415 / September 13, 2007 

ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2695 / September 13, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12776 

In the Matter of 

Isaac Gordon, 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 Isaac 
Gordon, CPA (“Respondent” or “Gordon”) 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 



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 

Isaac Gordon, CPA, 47, of Los Angeles, California, is a certified public accountant licensed 
in the state of Maryland and doing business as a sole proprietorship.  Gordon audited Toffee 
Sensations, Inc.’s financial statements for the company’s 2003 fiscal year ended September 30, 
2003, as well as those for the period ended April 30, 2004.  Gordon has been licensed as a CPA in 
Maryland since 1988. 

B. FACTS 

1. Toffee Sensations, Inc. (“Toffee Sensations”) is a California corporation with its 
headquarters in Los Angeles, California.  The audit report in question was issued in connection 
with a Form SB-2/A registration statement filed with the Commission by Toffee Sensations which 
has not yet gone effective.  For its fiscal year ended September 30, 2003, Toffee Sensations 
reported revenues of approximately $6,500 and total assets of approximately $1,700.   

2. Toffee Sensations has at all relevant times been an issuer as defined by the 
Sarbanes-Oxley Act of 2002 (the “Act”). 

3. Gordon audited Toffee Sensations’ 2003 financial statements, as well as those for 
the period ended April 30, 2004.  As part of that audit, Gordon prepared and issued an audit report 
dated May 13, 2004 (the “Toffee Sensations audit report”), which the company included in its 
Form SB-2/A registration statement filed with the Commission on August 24, 2004.  Gordon 
received no fees for the audit work. 

any provision of the Federal securities laws or the rules and regulations 
thereunder. 

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 Gordon prepared and issued the Toffee Sensations audit report, he was 
not registered with the Public Company Accounting Oversight Board (the “Board”), as required by 
Section 102(a) of the Act. 

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.”4 

2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.5 

3. Based on the conduct described above, Respondent willfully6 violated Section 
102(a) of the Act. 

D. FINDINGS 

Based on the foregoing, the Commission finds that Gordon willfully violated Section 
102(a) of the Sarbanes-Oxley Act of 2002. 

E. UNDERTAKING 

Respondent undertakes not to request, demand, or accept, directly or indirectly, any 
compensation from Toffee Sensations in connection with the audit work associated with the Toffee 
Sensations 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. 

4 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). 

5 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). 

6 “Willfully” as used in this Offer 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




Accordingly, it is hereby ORDERED, effective immediately, that: 

A. Gordon shall cease and desist from committing or causing any violations and any 
future violations of Section 102(a) of the Act. 

B. Gordon is censured. 

C. Gordon 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  

4