In re Joseph Mao

                                                 UNITED                                                 STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 56416 / September 13, 2007 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2696 / September 13, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12777 
In the Matter of 
Joseph Mao, 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 Joseph Mao, 
CPA (“Respondent” or “Mao”) 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 any provision of the Federal securities laws 
or the rules and regulations thereunder. 

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        
Joseph Mao, CPA, 55, of New Hyde Park, New York is a certified public accountant 
licensed in the state of New York and doing business as a sole proprietorship.  Mao audited 
SOYODO Group Holdings, Inc.’s (“Soyodo”) financial statements for the company’s 2003 fiscal 
year ended December 31, 2003.  Mao has been licensed as a CPA in New York since 1995. 
B.        FACTS        
1. Soyodo (known as TOP Group Holdings, Inc. during the relevant time period) is a 
Delaware corporation with its headquarters in New York.  Soyodo’s common stock is registered 
with the Commission pursuant to Section 12(g) of the Exchange Act and is listed on the OTC 
Bulletin Board under the symbol SOYD (the company’s symbol was QXIT during the relevant 
time period).  For its fiscal year ended December 31, 2003, Soyodo reported no revenues and total 
assets of $12,500. 
2. Soyodo has at all relevant times been an issuer as defined by the Sarbanes-Oxley 
Act of 2002 (the “Act”). 
3. Mao audited Soyodo’s 2003 financial statements included in Soyodo’s annual 
report for fiscal year 2003 on Form 10-KSB, filed with the Commission on April 13, 2004.  As part 
of that audit, Mao prepared and issued an audit report dated April 5, 2004 (the “Soyodo audit 
report”), which the company included in its 2003 Form 10-KSB.  Soyodo paid Mao $2,000 for the 
audit work.
4 
3 
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. 
4 
Before the Commission’s investigation, Mao voluntarily reimbursed Soyodo the $2,000 in audit fees.  In 
view of Mao’s reimbursement, the Commission is not ordering disgorgement in this matter. 
2


4. At the time Mao prepared and issued the Soyodo 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.”
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, Respondent willfully
7
 violated Section 
102(a) of the Act. 
D.        FINDINGS        
Based on the foregoing, the Commission finds that Mao willfully violated Section 102(a) 
of the Sarbanes-Oxley Act of 2002. 
E.        UNDERTAKING        
Respondent has undertaken not to request, demand, or accept, directly or indirectly, any 
compensation from Soyodo in connection with the audit work associated with the Soyodo 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. 
Accordingly, it is hereby ORDERED, effective immediately, that: 
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


A. Mao shall cease and desist from committing or causing any violations and any future 
violations of Section 102(a) of the Act. 
B.        Mao        is        censured.        
C. Mao 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 
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. 56416 / September 13, 2007 

ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2696 / September 13, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12777 

In the Matter of 

Joseph Mao, 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 Joseph Mao, 
CPA (“Respondent” or “Mao”) 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 any provision of the Federal securities laws 
or the rules and regulations thereunder. 



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 

Joseph Mao, CPA, 55, of New Hyde Park, New York is a certified public accountant 
licensed in the state of New York and doing business as a sole proprietorship.  Mao audited 
SOYODO Group Holdings, Inc.’s (“Soyodo”) financial statements for the company’s 2003 fiscal 
year ended December 31, 2003.  Mao has been licensed as a CPA in New York since 1995. 

B. FACTS 

1. Soyodo (known as TOP Group Holdings, Inc. during the relevant time period) is a 
Delaware corporation with its headquarters in New York.  Soyodo’s common stock is registered 
with the Commission pursuant to Section 12(g) of the Exchange Act and is listed on the OTC 
Bulletin Board under the symbol SOYD (the company’s symbol was QXIT during the relevant 
time period).  For its fiscal year ended December 31, 2003, Soyodo reported no revenues and total 
assets of $12,500. 

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

3. Mao audited Soyodo’s 2003 financial statements included in Soyodo’s annual 
report for fiscal year 2003 on Form 10-KSB, filed with the Commission on April 13, 2004.  As part 
of that audit, Mao prepared and issued an audit report dated April 5, 2004 (the “Soyodo audit 
report”), which the company included in its 2003 Form 10-KSB.  Soyodo paid Mao $2,000 for the 
audit work.4 

3 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. 

4 Before the Commission’s investigation, Mao voluntarily reimbursed Soyodo the $2,000 in audit fees.  In 
view of Mao’s reimbursement, the Commission is not ordering disgorgement in this matter. 

2




4. At the time Mao prepared and issued the Soyodo 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.”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, Respondent willfully7 violated Section 
102(a) of the Act. 

D. FINDINGS 

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

E. UNDERTAKING 

Respondent has undertaken not to request, demand, or accept, directly or indirectly, any 
compensation from Soyodo in connection with the audit work associated with the Soyodo 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. 

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

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




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

B. Mao is censured. 

C. Mao 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 

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