In re FREDERICK A. KADEN & CO.
Frederick A. Kaden & Co. and its partner Frederick A. Kaden, CPA, violated Section 102(a) of the Sarbanes-Oxley Act by issuing an unregistered audit report for Daxor Corporation in March 2004, earning $22,850, leading the SEC to initiate administrative proceedings seeking censure or permanent bars from practicing before it.
The SEC alleged that Frederick A. Kaden & Co. and Frederick A. Kaden, CPA, willfully violated Section 102(a) of the Sarbanes-Oxley Act by preparing and issuing an audit report for Daxor Corporation on March 17, 2004, despite neither being registered with the PCAOB, which became mandatory after October 22, 2003. The audit, included in Daxor’s Form 10-K filing, generated $22,850 in fees for the firm. The SEC initiated administrative proceedings under Sections 4C and Rule 102(e) of its rules, seeking potential censure or permanent denial of the respondents’ privilege to practice before the Commission for willful violations of federal securities laws.
The U.S. Securities and Exchange Commission (SEC) instituted administrative proceedings against Frederick A. Kaden & Co. and its engagement partner, Frederick A. Kaden, CPA, for violating Section 102(a) of the Sarbanes-Oxley Act by issuing an audit report for Daxor Corporation on March 17, 2004, without being registered with the Public Company Accounting Oversight Board (PCAOB), a requirement effective since October 22, 2003. Kaden & Co. received $22,850 for auditing Daxor’s fiscal year 2003 financial statements, which were included in Daxor’s Form 10-K filed with the SEC, despite neither respondent ever registering with the PCAOB. The SEC alleged that both respondents willfully violated federal securities laws by participating in the preparation and issuance of an audit report for a public company without the legally required registration. Under Sections 4C(a)(1) and 4C(a)(3) of the Exchange Act and Rule 102(e)(1)(i) and (iii), the SEC sought to determine whether to censure the respondents or permanently bar them from appearing or practicing before the Commission. The proceedings were initiated to afford the respondents an opportunity to present defenses, with a hearing ordered and an initial decision due within 300 days. Daxor, a registered issuer with $48.3 million in total assets and $3.1 million in revenue for 2003, was subject to Sarbanes-Oxley requirements, making the unregistered audit a serious breach of investor protection standards. The matter was formally handled by the SEC, with Nancy M. Morris serving as Secretary, and was not classified as rulemaking under the Administrative Procedure Act, meaning procedural delays did not apply.
Extracted insights
- $48.30M $48,300,532 $10M–$100M
- $3.17M $3,165,437 $1M–$10M
- $23K $22,850 $10K–$100K
- person american stock exchange
- company daxor corporation
- company frederick a. kaden & co.
- agency sec division of enforcement
- agency Securities and Exchange Commission
- Frederick A. Kaden & Co. is New York Corporation And Public Accounting Firm
- Frederick A. Kaden & Co. headquartered in Brentwood, New York
- Frederick A. Kaden & Co. prepared and issued Audit Report Dated March 17, 2004
- Frederick A. Kaden & Co. audited Daxor Corporation Financial Statements For Fiscal Year 2003
- Frederick A. Kaden & Co. received $22,850 For Audit Services
- Frederick A. Kaden, CPA licensed in New York Since 1982
- Frederick A. Kaden, CPA participated in Preparation And Issuance Of March 17, 2004 Daxor Audit Report
- Daxor Corporation is New York Corporation Based In New York, New York
- Daxor Corporation reported $3,165,437 In Revenue For Fiscal Year 2003
- Daxor Corporation reported $48,300,532 In Total Assets For Fiscal Year 2003
- Daxor Corporation traded on American Stock Exchange
- Frederick A. Kaden & Co. failed to register with Public Company Accounting Oversight Board
- Frederick A. Kaden, CPA failed to register with Public Company Accounting Oversight Board
- SEC instituted Administrative Proceedings Against Frederick A. Kaden & Co. And Frederick A. Kaden, CPA
- SEC Division Of Enforcement alleged Violations By Frederick A. Kaden & Co. And Frederick A. Kaden, CPA
- Daxor Corporation filed Form 10-K On March 30, 2004
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12791
In the Matter of
FREDERICK A. KADEN & CO.,
and FREDERICK A. KADEN,
CPA,
Respondents.
ORDER INSTITUTING
ADMINISTRATIVE PROCEEDINGS
PURSUANT TO SECTION 4C 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 Frederick A. Kaden & Co. (“Kaden & Co.”) and Frederick A. Kaden, CPA (“Kaden”)
(collectively “Respondents”).
II.
After an investigation, the Division of Enforcement alleges that:
A. RESPONDENTS
1. Frederick A. Kaden & Co. is a New York corporation and public accounting firm
headquartered in Brentwood, New York. Kaden & Co. prepared and issued an audit report dated
March 17, 2004, in connection with its audit of Daxor Corporation (“Daxor”).
2. Frederick A. Kaden, CPA, has been a certified public accountant licensed in New
York since 1982. As engagement partner on the Daxor engagement, Kaden participated in the
preparation and issuance of the March 17, 2004 Daxor audit report.
B. OTHER RELEVANT ENTITIES
1. Daxor is a New York corporation based in New York, New York. During the
relevant period, Daxor’s common stock traded on the American Stock Exchange. Its common
stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act. Daxor
reported $3,165,437 in revenue and total assets of $48,300,532 for its fiscal year ended 2003.
Daxor 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. At no point did any of the Respondents register with the PCAOB as a public
accounting firm.
3. Kaden & Co. audited Daxor’s financial statements included in Daxor’s annual
report for fiscal year 2003 on Form 10-K, filed with the Commission on March 30, 2004.
4. Kaden & Co. prepared and issued an audit report dated March 17, 2004, which was
included in Daxor’s Form 10-K.
5. Kaden participated in auditing the financial statements included in Daxor’s annual
report for fiscal year 2003 on Form 10-K, filed with the Commission on March 30, 2004.
6. Kaden participated in the preparation and issuance of an audit report dated March
17, 2004, which was included in Daxor’s Form 10-K.
7. Kaden & Co. received $22,850 for conducting an audit of Daxor’s financial
statements for its fiscal year 2003 and for issuing an audit report 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
2
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 Kaden & Co. had not registered with the PCAOB, it lacked “the requisite
qualifications” to issue an audit report dated March 17, 2004.
5. By participating in the preparation or issuance of an audit report after October 22,
2003 by an audit firm that was not registered with the PCAOB, Kaden lacked “the requisite
qualifications to represent others.”
6. In violation of Section 102(a) of the Act, Kaden & Co. prepared and issued an audit
report on the financial statements of a reporting company after October 22, 2003, without first
registering with the PCAOB. Kaden & Co. 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 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
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, Kaden & Co. 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, Kaden should be censured by the Commission or temporarily
or permanently denied the privilege of appearing or practicing before the Commission.
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 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.
3
If Respondents fail to file the directed answer, or fail 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.
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
4
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
September 13, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12791
In the Matter of
FREDERICK A. KADEN & CO.,
and FREDERICK A. KADEN,
CPA,
Respondents.
ORDER INSTITUTING
ADMINISTRATIVE PROCEEDINGS
PURSUANT TO SECTION 4C 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 Frederick A. Kaden & Co. (“Kaden & Co.”) and Frederick A. Kaden, CPA (“Kaden”)
(collectively “Respondents”).
II.
After an investigation, the Division of Enforcement alleges that:
A. RESPONDENTS
1. Frederick A. Kaden & Co. is a New York corporation and public accounting firm
headquartered in Brentwood, New York. Kaden & Co. prepared and issued an audit report dated
March 17, 2004, in connection with its audit of Daxor Corporation (“Daxor”).
2. Frederick A. Kaden, CPA, has been a certified public accountant licensed in New
York since 1982. As engagement partner on the Daxor engagement, Kaden participated in the
preparation and issuance of the March 17, 2004 Daxor audit report.
B. OTHER RELEVANT ENTITIES
1. Daxor is a New York corporation based in New York, New York. During the
relevant period, Daxor’s common stock traded on the American Stock Exchange. Its common
stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act. Daxor
reported $3,165,437 in revenue and total assets of $48,300,532 for its fiscal year ended 2003.
Daxor 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. At no point did any of the Respondents register with the PCAOB as a public
accounting firm.
3. Kaden & Co. audited Daxor’s financial statements included in Daxor’s annual
report for fiscal year 2003 on Form 10-K, filed with the Commission on March 30, 2004.
4. Kaden & Co. prepared and issued an audit report dated March 17, 2004, which was
included in Daxor’s Form 10-K.
5. Kaden participated in auditing the financial statements included in Daxor’s annual
report for fiscal year 2003 on Form 10-K, filed with the Commission on March 30, 2004.
6. Kaden participated in the preparation and issuance of an audit report dated March
17, 2004, which was included in Daxor’s Form 10-K.
7. Kaden & Co. received $22,850 for conducting an audit of Daxor’s financial
statements for its fiscal year 2003 and for issuing an audit report 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
2
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 Kaden & Co. had not registered with the PCAOB, it lacked “the requisite
qualifications” to issue an audit report dated March 17, 2004.
5. By participating in the preparation or issuance of an audit report after October 22,
2003 by an audit firm that was not registered with the PCAOB, Kaden lacked “the requisite
qualifications to represent others.”
6. In violation of Section 102(a) of the Act, Kaden & Co. prepared and issued an audit
report on the financial statements of a reporting company after October 22, 2003, without first
registering with the PCAOB. Kaden & Co. 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 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
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, Kaden & Co. 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, Kaden should be censured by the Commission or temporarily
or permanently denied the privilege of appearing or practicing before the Commission.
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 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.
3
If Respondents fail to file the directed answer, or fail 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.
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
4