In re Randy Simpson

                                                 UNITED                                                 STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 56422 / September 13, 2007 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2702 / September 13, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12783 
In the Matter of 
Randy Simpson, CPA, P.C. and 
Randy Simpson, 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 Randy Simpson, CPA, P.C. and Randy 
Simpson, 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 Randy Simpson, CPA, P.C. 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 

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. Randy Simpson, CPA, P.C. (the “Firm”) is a Utah corporation based in Sandy, 
Utah. The Firm audited Cap Central Access Point, Inc.’s and Franklin Life Resources, Inc.’s 
financial statements for the companies’ 2003 fiscal years ended September 30, 2003, and October 
31, 2003, respectively.   
2. Randy Simpson, CPA, (“Simpson”), age 52, of Sandy, Utah, is a certified public 
accountant licensed in the state of Utah since 1976.  Simpson was the engagement partner in 
connection with the Firm’s audits of Cap Central Access Point, Inc.’s and Franklin Lake 
Resources, Inc.’s financial statements for the companies’ 2003 fiscal years ended September 30, 
2003, and October 31, 2003, respectively. 
B.        FACTS        
1. Cap Central Access Point, Inc. (“Cap Central”) is a Nevada corporation based in 
Las Vegas, Nevada.  During the relevant period, Cap Central’s common stock was registered with 
the Commission pursuant to Section 12(g) of the Exchange Act.  For its fiscal year ended 
September 30, 2003, Cap Central reported no revenue and total assets of $400.   
2. Cap Central has at all relevant times been an issuer as defined by the Sarbanes-
Oxley Act of 2002 (the “Act”). 
3. Franklin Lake Resources, Inc. (“Franklin Lake”) is a Nevada corporation based in 
any   provision   of   the   Federal   securities   laws   or   the   rules   and   regulations   
thereunder. 
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 

South San Francisco, California.  Franklin Lake’s common stock trades over the OTC Bulletin 
Board under the symbol FKLR.OB and is registered with the Commission pursuant to Section 
12(g) of the Exchange Act.  For its fiscal year ended October 31, 2003, Franklin Lake reported no 
revenue and total assets of $260,000.  
4. Franklin Lake has at all relevant times been an issuer as defined by the Act. 
5. The Firm audited Cap Central’s and Franklin Lakes’ 2003 financial statements 
included in each company’s respective annual report for fiscal year 2003 on Form 10-KSB, filed 
with the Commission on November 24, 2003, and February 13, 2004, respectively.  As part of the 
audits, the Firm prepared and issued two audit reports dated November 8, 2003 (the “Cap Central 
audit report”), and January 22, 2004 (the “Franklin Lake audit report”), which each  company 
included in its respective 2003 Form 10-KSB.  The Firm collected no fees for the Cap Central 
audit work. Franklin Lake paid the Firm $5,000 for the audit work.
4 
6. At the time the Firm issued the Cap Central and Franklin Lake audit reports, it was 
not registered with the Public Company Accounting Oversight Board (the “Board”), as required by 
Section 102(a) of the Act. 
7. Simpson was the engagement partner on the Firm’s audits of Cap Central’s and 
Franklin Lake’s 2003 financial statements.  Simpson participated in the preparation and issuance of 
the Cap Central and Franklin Lake audit reports. 
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 
4 
During the course of the Commission’s investigation, the Firm voluntarily reimbursed 
Franklin Lake $5,000 in audit fees. In view of the Firm’s reimbursement, the Commission is not 
ordering disgorgement in this matter. 
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). 
3


3. Based on the conduct described above, the Firm willfully
7
 violated Section 102(a) 
of the Act. 
4. Based on the conduct described above, Simpson 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 Simpson caused the Firm’s violation of Section 
102(a) of the Act. 
E.        UNDERTAKING        
Respondents undertake not to request, demand, or accept, directly or indirectly, any 
compensation from Cap Central and Franklin Lake in connection with the audit work associated 
with the Cap Central and Franklin Lake audit reports.  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. Randy Simpson, CPA, P.C. 
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 
“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). 
4

7 

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. 
2. Randy Simpson, CPA
            A.            Simpson            shall            cease and desist from committing or causing any violations 
and any future violations of Section 102(a) of the Act. 
B.            Simpson            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. 56422 / September 13, 2007 

ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2702 / September 13, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12783 

In the Matter of 

Randy Simpson, CPA, P.C. and 
Randy Simpson, 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 Randy Simpson, CPA, P.C. and Randy 
Simpson, 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 Randy Simpson, CPA, P.C. 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 



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. Randy Simpson, CPA, P.C. (the “Firm”) is a Utah corporation based in Sandy, 
Utah. The Firm audited Cap Central Access Point, Inc.’s and Franklin Life Resources, Inc.’s 
financial statements for the companies’ 2003 fiscal years ended September 30, 2003, and October 
31, 2003, respectively.   

2. Randy Simpson, CPA, (“Simpson”), age 52, of Sandy, Utah, is a certified public 
accountant licensed in the state of Utah since 1976.  Simpson was the engagement partner in 
connection with the Firm’s audits of Cap Central Access Point, Inc.’s and Franklin Lake 
Resources, Inc.’s financial statements for the companies’ 2003 fiscal years ended September 30, 
2003, and October 31, 2003, respectively. 

B. FACTS 

1. Cap Central Access Point, Inc. (“Cap Central”) is a Nevada corporation based in 
Las Vegas, Nevada.  During the relevant period, Cap Central’s common stock was registered with 
the Commission pursuant to Section 12(g) of the Exchange Act.  For its fiscal year ended 
September 30, 2003, Cap Central reported no revenue and total assets of $400.   

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

3. Franklin Lake Resources, Inc. (“Franklin Lake”) is a Nevada corporation based in 

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

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 



South San Francisco, California.  Franklin Lake’s common stock trades over the OTC Bulletin 
Board under the symbol FKLR.OB and is registered with the Commission pursuant to Section 
12(g) of the Exchange Act.  For its fiscal year ended October 31, 2003, Franklin Lake reported no 
revenue and total assets of $260,000.  

4. Franklin Lake has at all relevant times been an issuer as defined by the Act. 

5. The Firm audited Cap Central’s and Franklin Lakes’ 2003 financial statements 
included in each company’s respective annual report for fiscal year 2003 on Form 10-KSB, filed 
with the Commission on November 24, 2003, and February 13, 2004, respectively.  As part of the 
audits, the Firm prepared and issued two audit reports dated November 8, 2003 (the “Cap Central 
audit report”), and January 22, 2004 (the “Franklin Lake audit report”), which each  company 
included in its respective 2003 Form 10-KSB.  The Firm collected no fees for the Cap Central 
audit work. Franklin Lake paid the Firm $5,000 for the audit work.4 

6. At the time the Firm issued the Cap Central and Franklin Lake audit reports, it was 
not registered with the Public Company Accounting Oversight Board (the “Board”), as required by 
Section 102(a) of the Act. 

7. Simpson was the engagement partner on the Firm’s audits of Cap Central’s and 
Franklin Lake’s 2003 financial statements.  Simpson participated in the preparation and issuance of 
the Cap Central and Franklin Lake audit reports. 

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 

4 During the course of the Commission’s investigation, the Firm voluntarily reimbursed 
Franklin Lake $5,000 in audit fees. In view of the Firm’s reimbursement, the Commission is not 
ordering disgorgement in this matter. 

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). 

3




3. Based on the conduct described above, the Firm willfully7 violated Section 102(a) 
of the Act. 

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

E. UNDERTAKING 

Respondents undertake not to request, demand, or accept, directly or indirectly, any 
compensation from Cap Central and Franklin Lake in connection with the audit work associated 
with the Cap Central and Franklin Lake audit reports.  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. Randy Simpson, CPA, P.C. 

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 

“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). 

4


7 



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. 

2. Randy Simpson, CPA

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

B. Simpson 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