In re Michael C. Lingerman

                                                 UNITED                                                 STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 56418 / September 13, 2007 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2698 / September 13, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12779 
In the Matter of 
Michael C. Lingerman, CPA, 
Respondent. 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Michael C. Lingerman, CPA (“Respondent” or 
“Lingerman”). 
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 Cease-And-Desist 
Proceedings, Making Findings, and Imposing a Cease-And-Desist Order Pursuant to Section 21C 
of the Securities Exchange Act Of 1934 (“Order”), as set forth below. 

III. 
On the basis of this Order and Respondent’s Offer, the Commission finds
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 that: 
A.        RESPONDENT        
Michael C. Lingerman, CPA, 40, of Philadelphia, Pennsylvania, is a certified public 
accountant licensed in the state of Pennsylvania since 1994 and since the dissolution of his 
previous accounting firm, Gross, Kreger & Passio, L.L.C. (the “Firm”), is doing business as 
Lingerman and Associates, CPA, a sole proprietorship.  The Firm audited the financial statements 
of Diversified Historic Investments, VI (“Diversified”) for the 2002 fiscal year ended December 
31, 2002. Lingerman was the engagement partner for the Firm’s audit of Diversified. 
B.        FACTS        
1. Diversified is a Pennsylvania limited partnership with its headquarters in 
Philadelphia, Pennsylvania.  Diversified’s partnership units are registered with the Commission 
pursuant to Section 12(g) of the Exchange Act but are not listed on any exchange.  For its fiscal 
year ended December 31, 2002, Diversified reported revenues of $2.4 million and total assets of 
$13 million. 
2. Diversified has at all relevant times been an issuer as defined by the Sarbanes-
Oxley Act of 2002 (the “Act”). 
3. The Firm audited Diversified’s 2002 financial statements included in Diversified’s 
annual report for fiscal year 2002 on Form 10-K, filed with the Commission on September 8, 2004.  
As part of that audit, the Firm prepared and issued an audit report dated June 10, 2004 (the 
“Diversified audit report”), which the company included in its 2002 Form 10-K.  Diversified never 
paid the Firm or Lingerman any fee for the audit work. 
4. At the time the Firm prepared and issued the Diversified audit report, the Firm was 
not registered with the Public Company Accounting Oversight Board (the “Board”), as required by 
Section 102(a) of the Act. 
5. Lingerman was the engagement partner on the Firm’s audit of Diversified’s 2002 
financial statements.  Lingerman participated in the preparation and issuance of the Diversified 
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 
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

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issuance of, any audit report with respect to any issuer.”
2 
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.
3 
3. Based on the conduct described above, Lingerman caused the Firm’s violation of 
Section 102(a) the Act. 
D.        FINDINGS        
Based on the foregoing, the Commission finds that Lingerman caused the Firm’s violation 
of 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 Diversified in connection with the audit work associated with the Diversified 
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 that: 
A. Lingerman shall cease and desist from committing or causing any violations and any 
future violations of Section 102(a) of the Act. 
B. Lingerman 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 
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). 
3 
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). 
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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. 56418 / September 13, 2007 

ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2698 / September 13, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12779 

In the Matter of 

Michael C. Lingerman, CPA, 

Respondent. 

ORDER INSTITUTING CEASE-AND
DESIST PROCEEDINGS, MAKING 
FINDINGS, AND IMPOSING A CEASE
AND-DESIST ORDER PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Michael C. Lingerman, CPA (“Respondent” or 
“Lingerman”). 

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 Cease-And-Desist 
Proceedings, Making Findings, and Imposing a Cease-And-Desist Order Pursuant to Section 21C 
of the Securities Exchange Act Of 1934 (“Order”), as set forth below. 



III. 

On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

A. RESPONDENT 

Michael C. Lingerman, CPA, 40, of Philadelphia, Pennsylvania, is a certified public 
accountant licensed in the state of Pennsylvania since 1994 and since the dissolution of his 
previous accounting firm, Gross, Kreger & Passio, L.L.C. (the “Firm”), is doing business as 
Lingerman and Associates, CPA, a sole proprietorship.  The Firm audited the financial statements 
of Diversified Historic Investments, VI (“Diversified”) for the 2002 fiscal year ended December 
31, 2002. Lingerman was the engagement partner for the Firm’s audit of Diversified. 

B. FACTS 

1. Diversified is a Pennsylvania limited partnership with its headquarters in 
Philadelphia, Pennsylvania.  Diversified’s partnership units are registered with the Commission 
pursuant to Section 12(g) of the Exchange Act but are not listed on any exchange.  For its fiscal 
year ended December 31, 2002, Diversified reported revenues of $2.4 million and total assets of 
$13 million. 

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

3. The Firm audited Diversified’s 2002 financial statements included in Diversified’s 
annual report for fiscal year 2002 on Form 10-K, filed with the Commission on September 8, 2004.  
As part of that audit, the Firm prepared and issued an audit report dated June 10, 2004 (the 
“Diversified audit report”), which the company included in its 2002 Form 10-K.  Diversified never 
paid the Firm or Lingerman any fee for the audit work. 

4. At the time the Firm prepared and issued the Diversified audit report, the Firm was 
not registered with the Public Company Accounting Oversight Board (the “Board”), as required by 
Section 102(a) of the Act. 

5. Lingerman was the engagement partner on the Firm’s audit of Diversified’s 2002 
financial statements.  Lingerman participated in the preparation and issuance of the Diversified 
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 

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


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issuance of, any audit report with respect to any issuer.”2 

2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.3 

3. Based on the conduct described above, Lingerman caused the Firm’s violation of 
Section 102(a) the Act. 

D. FINDINGS 

Based on the foregoing, the Commission finds that Lingerman caused the Firm’s violation 
of 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 Diversified in connection with the audit work associated with the Diversified 
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 that: 

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

B. Lingerman 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 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). 

3 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). 

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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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