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In re HALT

Caption
Securities and Exchange Commission v. Halt, et al.
summary

The SEC filed administrative and cease‑and‑desist proceedings against Halt, Buzas & Powell Ltd. and its partners Wayne A. Powell and Steven R. Halt for willfully issuing unregistered audit reports for American Utilicraft Corp., seeking censure, possible bar from practice, and disgorgement of the $104,797 audit fees.

paragraph

Halt, Buzas & Powell Ltd., along with partners Wayne A. Powell and Steven R. Halt, were charged with violating Section 102(a) of the Sarbanes‑Oxley Act by preparing and issuing audit reports for American Utilicraft Corp. after the October 22, 2003 PCAOB registration deadline. The firm received $104,797 for auditing American Utilicraft’s fiscal years 2001‑2003, reports that were included in the company’s Form 10‑KSB filings. The SEC seeks censure, possible permanent barring from appearing before the Commission, a cease‑and‑desist order, disgorgement of the fees, and prejudgment interest.

narrative

The Securities and Exchange Commission instituted administrative and cease‑and‑desist proceedings against Halt, Buzas & Powell Ltd. and its CPA partners Wayne A. Powell and Steven R. Halt. The respondents prepared and issued audit reports for American Utilicraft Corp. in August and October 2004, despite knowing that the firm had not registered with the Public Company Accounting Oversight Board as required by Section 102(a) of the Sarbanes‑Oxley Act. Those audit reports covered American Utilicraft’s fiscal years 2001 through 2003 and were filed with the SEC on Forms 10‑KSB. Halt, Buzas & Powell received $104,797 in fees for those audits. The SEC alleges willful violations of federal securities laws and is seeking censure, a possible permanent bar from practicing before the Commission, a cease‑and‑desist order, disgorgement of the ill‑gotten fees, and prejudgment interest. A hearing is to be scheduled, and the respondents must answer within ten days of service.

Enriched metadata

Scheme
accounting-fraud (100%)
Classified accounting-fraud(confidence 100%). EDGAR detection: forms 10-K/10-Q/8-K/NT 10-K· recall 80% / precision 48%. detection rule →
Statutes
17 C.F.R. § 201.11017 C.F.R. § 201.220SECTIONS 4C AND 21C OF THE SECURITIES EXCHANGE ACTSECTIONS 4C AND 21C OF THE SECURITIES EXCHANGE ACT
Parties
Securities and Exchange CommissionHALTBUZAS & POWELL, LTD.WAYNE A. POWELLCPASTEVEN R. HALT
Keywords
halt buzasbuzas powellhaltcommissionpowellamerican utilicraftbuzasaudit reportscommission rulesrules practiceamericanutilicraftexchangerulesaudit

Extracted insights

Dollar amounts 3
  • $818K $818,233 $100K–$1M
  • $287K $286,550 $100K–$1M
  • $105K $104,797 $100K–$1M
Entities 5
  • company american utilicraft corp.
  • company august 11, 2004 and october 11, 2004 for american utilicraft corp.
  • company halt, buzas & powell, ltd.
  • person otc pink sheets
  • agency Securities and Exchange Commission
Triples 16
  • Halt, Buzas & Powell, Ltd. is Virginia Corporation And Public Accounting Firm
  • Halt, Buzas & Powell, Ltd. headquartered in Alexandria, Virginia
  • Halt, Buzas & Powell, Ltd. prepared and issued audit reports August 11, 2004 And October 11, 2004 For American Utilicraft Corp.
  • Wayne A. Powell, CPA is Certified Public Accountant Licensed In Maryland Since 1989
  • Wayne A. Powell, CPA resides in Odenton, Maryland
  • Wayne A. Powell, CPA participated in preparation and issuance of August 11, 2004 And October 11, 2004 American Utilicraft Audit Reports
  • Steven R. Halt, CPA is Certified Public Accountant Licensed In Virginia Since 1976
  • Steven R. Halt, CPA resides in Fort Washington, Maryland
  • Steven R. Halt, CPA participated in preparation and issuance of August 11, 2004 And October 11, 2004 American Utilicraft Audit Reports
  • American Utilicraft Corp. is Delaware Corporation Based In Lawrenceville, Georgia
  • American Utilicraft Corp. reported $286,550 In Revenue For Fiscal Year 2003
  • American Utilicraft Corp. reported $818,233 In Total Assets For Fiscal Year 2003
  • American Utilicraft Corp. traded on OTC Pink Sheets
  • Halt, Buzas & Powell, Ltd. failed to register with Public Company Accounting Oversight Board
  • SEC instituted administrative and cease-and-desist proceedings against Halt, Buzas & Powell, Ltd., Wayne A. Powell, CPA, And Steven R. Halt, CPA
  • Halt, Buzas & Powell, Ltd. audited financial statements for American Utilicraft Corp. Fiscal Years 2001, 2002, And 2003
Text layers
Extracted body text (10,308c)

UNITED STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

September 13, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12792 
In the Matter of 
HALT, BUZAS & POWELL, 
LTD., and WAYNE A. POWELL, 
CPA, and STEVEN R. HALT, 
CPA, 
Respondents. 
ORDER INSTITUTING  
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, 
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 Halt, Buzas & Powell, Ltd. (“Halt, Buzas & Powell”), Wayne A. Powell, CPA (“Powell”), 
and Steven R. Halt, CPA (“Halt”) (collectively “Respondents”) and that cease-and-desist 
proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act 
of 1934 (“Exchange Act”) against Halt, Buzas & Powell. 
II. 
After an investigation, the Division of Enforcement alleges that: 
A. RESPONDENTS 
1. Halt, Buzas & Powell is a Virginia corporation and public accounting firm 
headquartered in Alexandria, Virginia.  Halt, Buzas & Powell prepared and issued audit reports 
dated August 11, 2004 and October 11, 2004, in connection with its audits of American Utilicraft 
Corp. (“American Utilicraft”). 
2. Wayne A. Powell, CPA, 40, of Odenton, Maryland, is a certified public accountant 
licensed in Maryland since 1989.  As engagement partner on the American Utilicraft engagement, 
Powell participated in the preparation and issuance of the August 11, 2004 and October 11, 2004, 
American Utilicraft audit reports.   

3. Steven R. Halt, CPA, 55, of Fort Washington, Maryland, is a certified public 
accountant licensed in Virginia since 1976.  As concurring partner on the American Utilicraft 
engagement, Halt participated in the preparation and issuance of the August 11, 2004 and October 
11, 2004 American Utilicraft audit reports.     
B.	OTHER RELEVANT ENTITIES 
1. American Utilicraft is a Delaware Corporation based in Lawrenceville, Georgia.  
During the relevant period, American Utilicraft’s common stock traded on the OTC Pink Sheets.  
Its common stock is registered with the Commission pursuant to Section 12(g) of the Exchange 
Act. American Utilicraft reported $286,550 in revenue and total assets of $818,233 for its fiscal 
year ended 2003. American Utilicraft 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. Though Respondents were aware of the PCAOB registration requirement, at no 
point did Halt, Buzas & Powell register with the PCAOB as a public accounting firm. 
3. Halt, Buzas & Powell audited the financial statements included in American 
Utilicraft’s annual report for fiscal years 2001, 2002, and 2003 on Forms 10-KSB, filed with the 
Commission on November 3, 2004 (for fiscal years 2001 and 2002) and on December 6, 2004 (for 
fiscal year 2003). 
4. Halt, Buzas & Powell prepared and issued audit reports dated August 11, 2004 and 
October 11, 2004, which were included in American Utilicraft’s Forms 10-KSB.   
5. Powell and Halt participated in auditing the financial statements included in 
American Utilicraft’s annual reports for fiscal years 2001 through 2003 on Forms 10-KSB, filed 
with the Commission on November 3, 2004 (for fiscal years 2001 and 2002) and on December 6, 
2004 (for fiscal year 2003).   
6. Powell and Halt participated in the preparation and issuance of audit reports dated 
August 11, 2004 and October 11, 2004, which were included in American Utilicraft’s Form 10-
KSB. 
7. Halt, Buzas & Powell and Powell were aware of the registration requirement and 
the October 22, 2003 deadline for registration with the PCAOB when Halt, Buzas & Powell issued 
the August 11, 2004 and October 11, 2004 audit reports.   
2


8. Halt, Buzas & Powell received $104,797 for conducting audits of American 
Utilicraft’s financial statements for its fiscal year 2001 through 2003 and for issuing audit reports 
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 
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 Halt, Buzas & Powell had not registered with the PCAOB, it lacked “the 
requisite qualifications” to issue audit reports dated August 11, 2004 and October 11, 2004. 
5. By participating in the preparation or issuance of audit reports after October 22, 
2003 by an audit firm that was not registered with the PCAOB, Powell and Halt lacked “the 
requisite qualifications to represent others.” 
6. In violation of Section 102(a) of the Act, Halt, Buzas & Powell prepared and issued 
audit reports on the financial statements of a reporting company after October 22, 2003, without 
first registering with the PCAOB.  Halt, Buzas & Powell 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 and cease-and-desist 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 
3


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, Halt, Buzas & Powell 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, Powell and Halt should be censured by the Commission or 
temporarily or permanently denied the privilege of appearing or practicing before the Commission. 
D. Whether, pursuant to Section 21C of the Exchange Act, Halt, Buzas & Powell 
should be ordered to cease and desist from committing or causing violations and any future 
violations of Section 102(a) of the Act, and whether Halt, Buzas & Powell should be ordered to pay 
disgorgement and prejudgment interest and to make an accounting pursuant to Section 21C(e) of the 
Exchange Act.  
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 not earlier than 30 days and not later than 60 days 
from service of this Order 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.  
If Respondents fails to file the directed answer, or fails 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. 
4


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 
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OCR text (10,094c · tika · 95% conf)
UNITED STATES OF AMERICA 

 Before the 


SECURITIES AND EXCHANGE COMMISSION 

September 13, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12792 

In the Matter of 

HALT, BUZAS & POWELL, 
LTD., and WAYNE A. POWELL, 
CPA, and STEVEN R. HALT, 
CPA, 

Respondents. 

ORDER INSTITUTING  
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, 
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 Halt, Buzas & Powell, Ltd. (“Halt, Buzas & Powell”), Wayne A. Powell, CPA (“Powell”), 
and Steven R. Halt, CPA (“Halt”) (collectively “Respondents”) and that cease-and-desist 
proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act 
of 1934 (“Exchange Act”) against Halt, Buzas & Powell. 

II. 

After an investigation, the Division of Enforcement alleges that: 

A. RESPONDENTS 

1. Halt, Buzas & Powell is a Virginia corporation and public accounting firm 
headquartered in Alexandria, Virginia.  Halt, Buzas & Powell prepared and issued audit reports 
dated August 11, 2004 and October 11, 2004, in connection with its audits of American Utilicraft 
Corp. (“American Utilicraft”). 

2. Wayne A. Powell, CPA, 40, of Odenton, Maryland, is a certified public accountant 
licensed in Maryland since 1989.  As engagement partner on the American Utilicraft engagement, 
Powell participated in the preparation and issuance of the August 11, 2004 and October 11, 2004, 
American Utilicraft audit reports.   



3. Steven R. Halt, CPA, 55, of Fort Washington, Maryland, is a certified public 
accountant licensed in Virginia since 1976.  As concurring partner on the American Utilicraft 
engagement, Halt participated in the preparation and issuance of the August 11, 2004 and October 
11, 2004 American Utilicraft audit reports.     

B.	 OTHER RELEVANT ENTITIES 

1. American Utilicraft is a Delaware Corporation based in Lawrenceville, Georgia.  
During the relevant period, American Utilicraft’s common stock traded on the OTC Pink Sheets.  
Its common stock is registered with the Commission pursuant to Section 12(g) of the Exchange 
Act. American Utilicraft reported $286,550 in revenue and total assets of $818,233 for its fiscal 
year ended 2003. American Utilicraft 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. Though Respondents were aware of the PCAOB registration requirement, at no 
point did Halt, Buzas & Powell register with the PCAOB as a public accounting firm. 

3. Halt, Buzas & Powell audited the financial statements included in American 
Utilicraft’s annual report for fiscal years 2001, 2002, and 2003 on Forms 10-KSB, filed with the 
Commission on November 3, 2004 (for fiscal years 2001 and 2002) and on December 6, 2004 (for 
fiscal year 2003). 

4. Halt, Buzas & Powell prepared and issued audit reports dated August 11, 2004 and 
October 11, 2004, which were included in American Utilicraft’s Forms 10-KSB.   

5. Powell and Halt participated in auditing the financial statements included in 
American Utilicraft’s annual reports for fiscal years 2001 through 2003 on Forms 10-KSB, filed 
with the Commission on November 3, 2004 (for fiscal years 2001 and 2002) and on December 6, 
2004 (for fiscal year 2003).   

6. Powell and Halt participated in the preparation and issuance of audit reports dated 
August 11, 2004 and October 11, 2004, which were included in American Utilicraft’s Form 10
KSB. 

7. Halt, Buzas & Powell and Powell were aware of the registration requirement and 
the October 22, 2003 deadline for registration with the PCAOB when Halt, Buzas & Powell issued 
the August 11, 2004 and October 11, 2004 audit reports.   

2




8. Halt, Buzas & Powell received $104,797 for conducting audits of American 
Utilicraft’s financial statements for its fiscal year 2001 through 2003 and for issuing audit reports 
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 
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 Halt, Buzas & Powell had not registered with the PCAOB, it lacked “the 
requisite qualifications” to issue audit reports dated August 11, 2004 and October 11, 2004. 

5. By participating in the preparation or issuance of audit reports after October 22, 
2003 by an audit firm that was not registered with the PCAOB, Powell and Halt lacked “the 
requisite qualifications to represent others.” 

6. In violation of Section 102(a) of the Act, Halt, Buzas & Powell prepared and issued 
audit reports on the financial statements of a reporting company after October 22, 2003, without 
first registering with the PCAOB.  Halt, Buzas & Powell 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 and cease-and-desist 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 

3




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, Halt, Buzas & Powell 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, Powell and Halt should be censured by the Commission or 
temporarily or permanently denied the privilege of appearing or practicing before the Commission. 

D. Whether, pursuant to Section 21C of the Exchange Act, Halt, Buzas & Powell 
should be ordered to cease and desist from committing or causing violations and any future 
violations of Section 102(a) of the Act, and whether Halt, Buzas & Powell should be ordered to pay 
disgorgement and prejudgment interest and to make an accounting pursuant to Section 21C(e) of the 
Exchange Act.  

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 not earlier than 30 days and not later than 60 days 
from service of this Order 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.  

If Respondents fails to file the directed answer, or fails 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. 

4




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  

5