in the accusation against3. on or about may 12, 1989, the cba issued certified public accountant...

BEFORETHE . CALIFORNIA BOARD OF ACCOUNTANCY DEPARTMENT OF CONSUMER AFFAIRS

STATE OF CALIFORNIA .

In the Matter of the Accusation Against:

OWEN MARK WILLIAMS 18931 Fernbrook Court

. Saratoga, CA 95070

Certified Public Accountant Certificate No. 53156

One.

Case No. AC-20 15-78

DECISION AND ORDER

The attached Stipulated Settlement and Disciplinary Order is hereby adopted by the

California Board of Accountancy, Department of Consumer Affairs, as its Dccision.in this

matter.

This Decision shall become effective on ---=.}..::::Z..~\w:·1:.!::~~·.....\ )~(piL------· It is so ORDERED l\\~ \ l\0. . .

. ~~· FOitrHB CALIFORNIA BO~F ACCOUNTANCY DEPARTMENT OF CONSUMER AFFAIRS

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KAMALA D. HARRIS Attorney General of California DIANN SOKOLOFF . Supervising Deputy Attorney General SHEILA J. VASANTHARAM Deputy Attorney General State Bar No. 289217

1515 Clay Street, 20th Floor P.O. Box 70550 Oakland, CA 94612-0550 Telephone: (51 0) 879·1 006 Facsimile: (510) 622-2270 E-maiI: [email protected]

Attorneys for Complainant

BEFORE THE CALIFORNIA BOARD OF ACCOUNTANCY DEPARTMENT OF CONSUMER AFFAIRS .

STATE OF CALIFORNIA

In the Matter of the Accusation Again~t: Case No. AC-2015-78

OWEN MARK WILLIAMS 18931 Fernbrook Court

· Saratoga, CA 95070

STIPULATED SETTLEMENT AND DISCIPLINARY ORDER

Certified Public Accountant C53156 .

ertificate No.

Respondent.

IT IS HEREBY STIPULATED AND AGREED by and between the parties to the above· .

entitled proceedings that the following matters are true:

PARTIES

1. Patti Bowers (Complainant) is the Executive Officer of t.~e California Board of

Accountancy (CBA). She brought this action solely in her official capacity and is represented in

this matter by Kamala D. Harris, Attorney General of the State of California, by Sheila J.

Vasantharam, Deputy Attorney General.

2. Respondent Owen Mark Williams is represented in this proceeding by attorney

Kendall Dawson Wasley, whose address is: 765 University Avenue, Sacramento, California

95825.

STIPULATED SETILEMENT (AC-20 15-78)

mailto:[email protected]

3. On or about May 12, 1989, the CBA issued Certified Public Accountant Certificate

No. 53156 to Owen Mark Williams (Respondent). The Certified Public Accountant Certificate .·

was in full force and effect at all tim~s relevant to the c~arges brought in Accusation No. AC-

20 I5-78, and will expire on September 30, 2017, unless renewed.

JURISDICTION

4. Accusation No. AC-2015-78 was filed before the CBA, Department ofConsumer

Affairs, and is currently pending against Respondent. The Accusation and all other ~tatutorily

require~ documents were properly served on Respondent on October 8, 2016. Respondent timely

filed his Notice of Defense contesting the Accusation.

5. A copy of Accusation No. AC-2015-78 is attached as Exhibit A and incorporated

herein by reference.

ADVISEMENT AND WAIVERS

6. Respondent has carefully read, fully discussed with counsel, and understands the

charges and allegations in Accusation No. AC~2015-78. Respondent has also carefully read, fully

discussed with counsel, and understands the effects ·of this Stipulated Settlement and Disciplinary

Order.

7. Respond~nt is fully aware of his legal rights in this matter, including the right to a

hearing on the charges and allegations in the Accusation; the right to confront and cross-examine

the witnesses against him; the right to present evidence and to testifY on his own behalf; the right

·to the issuance ofsubpoenas to compel the attc-:adance ofwitnesses and the production of

documents; the right to reconsideration and court review ofan adverse decision; and all other

rights accorded by the California Administrative Procedure Act and other applicable laws. .

8. Respondent voluntarily, knowingly, and intellig~ntly waives and gives up each and

every right set forth above.

CULPABILITY

9. Respondent admits the trutn of each and every charge and allegation in Accusation

No. AC-2015-78..

2 STIPULATED SETTLEMENT (AC-20 IS-78)

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10. Respondent agrees that his Certified Public Accountant Certificate is subject to

discipline and he agrees to be bound by the CBA's probationary tenns as set forth in the

Disciplinary Order below.

CIRCUMSTANCES IN MITIGATION

II. Respondent Owen Mark Williams has never been the subject of any disciplinary

action. He is admitting responsibility at an early stage in the proceedings.

12. On or about December 14,2015, in a civil case filed in the Superior Court ofSan

Francisco County, case number CGC-13-531470, the court approved a settlement agreement in

which Respondent and/or his firm agreed to pay $75,000 to the plaintiffs. The basis of the civil

complaint arose, in part, from facts arising out of the 2010 Securities and Exchange Commission

complaint.

CONTINGENCY

13. This stipulation shall be subject to approval by the CBA. Respondent understands

and agrees that counsel for Complainant and the staff of the CBA may communicate directly with

the CBA regarding this stipulation and settlement, without notice to or participation by

Respondent or his counsel. By signing the stipulation, Respondent understands and agrees that he

may not withdraw his agreement or seek to rescind the stipulation prior to the time the CBA

considers and acts upon it. If the CBA fails to adopt this stipulation as its Decision and Order, the

Stipulated Settlement and Disciplinary Order shall be ofno force or effect, except for this

paragraph, it shall be inadmissible in any legal action between the parties, and the CBA shall not \

be disqualified from further action by having considered this matter.

14. . The parties understand and agree that Portable Document Format (PDF) and facsimile

copies of this Stipulated Settlement and Disciplinary Order, including PDF and facsimile

signatures thereto, shall have the same force and effect as the originals. ·

15. This Stipulated Settlement and Disciplinary Order is intended by the parties to be an

integrated writing representing the complete, final, and exclusive embodiment of their agreement.

It supersedes any and all prior or contemporaneous agreements, understandings, discussions,

negotiations, and commitments (written or oral). This Stipulated Settlement and Disciplinary

STIPULATED SETTLEMENT {AC-2015·78)

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Order may not be· altered, amended. modified, supplemented, or otherwise changed except by a

writing executed by an authorized representative of each of the parties.

16. In consideration of the foregoing admissions and stipulations, the parties agree that

the CBA may, without further notice or formal proceeding, issue and enter the following

Disciplinary Order:

DISCIPLINARY ORDER

IT IS HEREBY ORDERED that Certified Public Accountant Certificate No. 53156 issued

to Respondent Owen Mark Williams is revoked. However, the revocation is stayed and

Respondent is placed on probation for three (3) years on the following terms and conditions.

l. Obey All Laws

Respondent shall obey all federal, California, other states• and local laws, including those

rules relating to the practice of public accountancy in California.

2. · Cost Reimbursement

Respondent shall reimburse the CBA $9,708.02, for its investigation and prosecution costs.

The payment shall be made in quarterly payments due with the quarterly written reports. The

final payment is due one year before the probation is scheduled to terminate.

,J. Submit Written Reports

Respondent shall submit, within 10 days of completion of the quarter, written reports to the

CBA on a form obtained from the CBA. Respondent shall submit, under penalty of perjury, such

other written reports, declarations, and verification of actions as arc required. These declarations

shall contain statements relative to Respondent's compliance with all the terms and conditions of

probation. Respondent shall immediately execute all release of information forms as may be

required by the CBA or its representatives.

4. Personal Appearances

Respondent shall, during the period of probation, appear in person at interviews/meetings as

directed by the CBA or its designated representatives, provided such notification is accomplished

in a timely manner.

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4 STIPULATED SETTLEMENT (AC-2015-78)

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5. Comply With Probation

Respondent shall fully comply with the terms and conditions of the probation imposed by

the CBA and shall cooperate fully with representatives ofthe CBA in its monitoring and

investigation ofRespondent's compliance with probation tenns and conditions.

6. Practice Investigation

Respondent shall be subject to, and shall pennit, a practice investigation of Respondent's

professional practice. Such a practice investigation shall'be conducted by representatives of the

CBA, provided notification of suqh review is accomplished in a timely manner.

7. Comply With Citations

Respondent shall comply with all final orders resulting from citations issued by the CBA.

8. Tolling of Probation for Out-of-State Residence/Practice .

In the event Respondent should leave California to reside or practice outside this state,

Respondent must notifY the CBA in writing of the dates of departure and return. Periods ofnon-

California residency or practice outside the state shall not apply to reduction of the probationary

period, or of any suspension. No obligation imposed herein, including requirements to file

written reports, reimburse the CBA costs, and make restitution to consumers, shall be suspended·

or otherWise affected by such periods of out-of-state residency or practice except at the written

direction ofthe CBA.

9. . Violation of Probation

If Respondent violates probation in any respect, the CBA, after giving Respondent notice

and an opportunity to be heard, may revoke probation and carry out the disciplinary order that

was stayed. If an accusation or a· petition to revoke probation is filed against Respondent during

probation, the CBA shall have continuing jurisdiction until the· matter is final, and the period of

probation shall be extended until the matter is final.

The ~BA's Executive Officer may issue a citation under California Code ofRegulations,

Section 95, to a licensee for a violation of a term or condition contained in a decision placing that

licensee on probation.

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5 STIPULATED SETTLEMENT (AC-2015-78}

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I. ;

I 0. . Completion of Probation

Upon successful completion of probation, Respondent's license will be fully restored.

11. Ethics Continuing Education

Within 180 days of this Decision becoming effective, Respondent shall complete four hours

of continuing education in course subject matter pertaining to the following: a review of

nationally recognized cod9s of conduct emphasizing how the codes relate to professional

responsibi1ities; case-based instruction focusing ori real-life situational learning; ethical dilemmas

facing the accounting profession; or business ethics, ethical sensitivity, and consumer

expectations. Courses must be a minimum ofone hour as described in California Code of

Regulations, title 16, section 88.2. The hours shall be in addition to those required for

rclicensing.

If Respondent fails to complete the courses within the time period provided, Respondent ·

shall so notify the CBA and shall not resume practice until Respondent completes the courses, has

submitted proof of same to the CBA, and has been notified by the CBA that he may resume

practice. Failure to complete the required courses within the time period provided shall constitute

a violation of probation.

12. Regulatory Review C~urse

Within 180 days ofthis Decision becoming effective, Respondent shall complete a CBA~

approved course on the provisions of the California Accountancy Act and the California Board of

Accountancy Regulations specific to the practice of public accountancy in California emphasizing

the provisions applicable to current practice situations. The course also wiil include an overview

of historic and recent disciplinary actions taken by the CBA, highlighting the misconduct which

led to licensees being disciplined. The course shall be a minimum of two hours. The hours shall

be in addition to those required for relicensing.

.If Respondent fails to complete the courses within the time period provided, Respondent


submitted proof ofsame to the CBA, and has been notified by the CBA that he may resume

practice. Failure to complete the required courses within the time period provided shall constitute

6 STIPULATED SElTLEMENT (AC-2015~78)

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a violation ofprobation.

13. Continuing Education Courses

Within 180 days ofthis Decision becoming effective, RespQndent shall complete 16 hours

of continuing education courses in tho subject area ofaccounting and auditing. This shall be in

addition to continuing education requirements for relicensing.

IfRespondent fails to complete the courses within the time period provided, Respondent


submitted proof of sam~ to the CBA, lll1d has been notified by the CBA that he may resume

practice. ·Failure to complete the required courses within the time period provided shall constitute

a violation of probation.

14. Active License Status

Respondent shall at all times maintain an active license status with the CBA, including

during any period of suspension. If the license is expired at the time the CBA's decision becomes

effective, the license must be renewed within 30 days of the effective date of the decision.

Ill

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7 STIPULATED SETTLEMENT (AC-2015-78)

ACCEPTANCE

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l have care.udiy .read (he. aboVe Stipulated S-ettlement and Disciplinary Order nnd have fully

discussed ·it with my altbmcy, Kendall Dawson Wasley. rundcrstan.d the lltipulntion and the

effect H 'will have on·my Certified Publ.ic Accountant Certificate. 1 enter into this Stipulated

Settlement and Disc.iplinary .Order voluntarily, knowingly, and inlellige11lly, and agree to be

bound by the DeCision l'illd. Order oftbe California Bo'rlrd of Accountancy.

·"

DATED:

I have read and fuUy discussed wi:tb. Respondent Owen Mark Willi.ams the ·terms· and

conditions and other matters contained ip the above Stipulated ·settl.emcnt and Di$c\plinary Order.

I apprcrve its ft)rm a11d cotttent.

. DATED: 12j!ijW/&:;;

ENDORSEMENT

The foregoing Stip·uiated Settlement and D1sciplina.ry Order is. hereby respectfully

St(bmitted for consideration by the California .Boal'cl of Accountancy. Dated:

ldl't /I~ Respectfully submitted.

KAMAI~A D. HARRJ!.'i Attorney G~net·al of Califomia DIANN SOKOLOfF Supervis.ing D.epttty Attorney General

SHEIL\1. VASANTHARAM Deputy Attorney General· Atlorneys for Compfahwm

SF20 I59(104 Iti 9.0688118o.d\l0

~

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··..· .

Exhibit A

Accusation No. AC-2015-78

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KAMALA D. HARrus Attorney General of California ( . DIANN SOKOLOFF Supervising Deputy Attorney General S;HEILA J. VASANTHARAM Deputy Attorney General · State Bar No. 289217

1515 Clay Street, 20th Floor P.O. Box 70550 . , Oakland, CA 94612-0550 Telephone: (510) 622-2141 Facsimile: (51 0) 622-2270 E-mail: Sheila. Vasantharam@doj .ca.gov

Attorneysfor Complainant

BEFORE THE CALIFORNIA BOARD OF ACCOUNTANCY DEPARTMENT OF CONSUMER AFFAffiS

STATE OF CALIFORNIA .

In the Matter of the Accusation Against:

OWEN MARK WILLIAMS 18931 Fernbrook Court Saratoga, CA 95070 .

·Certified Public Accountant Certificate No. 53156

Respondent.

Case No. AC-20 15-78

ACCUSATION

Complainant alleges:

. PARTIES

1. Patti Bowers (Complainant) brings this. Accusation solely in her of:(icial capacity. as

the Executive Officer of the California Board ofAccountan.cy, Department of Consumer Affairs ..

2. On or about May 12, 1989, the California Board of Accovntancy issued Certified

Public Accountant Certificate Number 53156 to Owen Mark Williams (Respondent). The

Certified Public Accountant Certificate was in full force and effect at all times relevan.t to the

charges brought in this Accusation and will expire on September 30, 2015, unless renewed.

///

///

1 (OWEN MARK W!LLIAMS) ACCUSATION

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· JURISDICTION

3. This Accusation is brought before the California Board ofAccountancy (CBA),

Department of Consumer Affairs, under the authority ofthe following laws.- All section

references are to the Business and Professions Code unless otherwise indicated.

4. Section 5109 states:

'~The expiration, cancellation, forfeiture, or suspension ofa license, practice privilege, or

other authority to practice public accountancy by operation oflaw or by order or decision ofthe

board or a court of law, the placement of a license on a retired status, or the voluntary surrender

of a license by a licensee shall not deprive the board ofjurisdiction to commence or proceed with

any investigation of or action qr disciplinary proceeding against the licensee, or to render a

decision suspending or revoking the license."

5. ' California Code ofRegulations, title 16, section 58, proviqes that licensees engaged

in the practice ofpublic accountancy shall comply with all applicable professional standards,

including but not limited to generally accepted accounting principles and generally accepted

auditing standards.

STATUTORY PROVISIONS

6. Section 5051 states:

"E~cept as provided in Sections 5052 and 5053, a person shall be deemed to be engaged in

the practice ofpublic accountancy within the meaning . and intent of [Chapter 1 ofDivision 3 . (commencing with Section 5000)] ifhe or she does. any ofthe following:

"(a) Holds himself or herself out to the public in any manner as one skilled in the

knowledge,. science, and practice of accounting, and as qualified and ready to render professional

service therein as a public accountant for compensation.

"(b) Maintains an office for the transaction ofbusiness as a public accountant.

"(c) Offers to prospective clients to perform·for compensation, orwho does perform on

behalf of clients for compensation, ·professional services that involve or require a~ audit,

examination, verification; investigation, certific!;J.tion, presentation, or review offinancial

transactions and accoUnting records.

2 (OWEN MARK WILLIAMS) ACCUSATION

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"(d) Prepares or ~ertifies for clients reports on audits or examinations of books or rec~ds of

account, balance sheets, and other fmancial, accounting and related schedules, exhibits, ·

statements, or reports that are to be used for publication, for the purpose ofobtaining credit, for

filing with a court of law or with any governmental agency, or for any other purpose.

"(e) .In general or as an incident to that work, renders professional services to clients for

compensa~ion in any or all matters relating to accounting procedure and to the recording,

presentation, or certification offinancial information or data.

"(f) Keeps b?oks, makes trial bruances, or prepares statements, makes audits, or prepares

reports, all as a part of bookkeeping operations for clients.

"(g) Prepares or signs, as the tax preparer, ta~ returns for clients.

"(h) Prepare~ personal fmancial or investmen,t pl~ns or provides to clients products or

services of others in implementation. ofpersonal fi.nan~ial or investment plans.

"(i) Provides management consulting services to clients.

"The activities set forth in subdiv.isions (f) to (i), inclusive, are 'public accountancy' only

when performed by a certified p'ublic accountant or. public accountant; as defined in this chapter. \. "A person is not engaged in the practice of public accountancy ifthe only services he Oi' she

engages in are those defined by subdivisions (f) to (i), inclusive, and he or she does not hold

·himself or herself out, solicit, or advertise for clients using the certified public accountant or

public ac;countant designatiqn. A person is not holding himself or herself o~t, soliciting, or

advert~sing for clients within the meaning of this section solely by reason of !iisplaying a CPA or

P A certificate in his or her office or identifying himself or herself as a CPA or P A on other than

signs, advertisements, letterhead, business cards, publications directed to clients or potential

clients, or financial or tax documents of a client."

7. Section· 5100 states, in pertinen~ part:

"After notice and hearing the board may revoke, suspend, or refuse to renew any permit or

certificate granted under Article 4 (commencing with Section 5070) and Article 5 (commencing

with Section 5080), or may censure the holder of that permit or certificate for unprofessional

conduct that includes, but fs not limited to, one or any combination of the following causes:

3 (OW?N MARK WILLIAMS) ACCUSATION

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"(h) Suspension or revocation of the right to practice before any governmental body or

agency.

"(/)The imposition of any discipline, peqalty, or sanction on a r.egistered public accounting

firm or any associated person of such firm, or both, or on any other holder of a permit, certificate,

license, or other authority to practice in this state, 9Y the Public Company Accounting Oversight

Board or the United States Securities and Exchange Commission, or their designees under the

Sarbanes-Oxley Act of2002 or other federal legislation."

SECURITIES AND EXCHANGE COMMISSION RULES AND REGULATIONS

8. Section 17, subdivision (a)(2) ofthe Securities Act of 1933 [United States Code, title

15, section 77q, subdivision (a)(2)] states:

"(a) It shall be unlawful for any person in the offer or sale of any securities (including

security~based swaps) or any security-based swap agreement (as d~fined in section 3(a)(78) of the

Securities Exchange Act) by the use of any means or instruments of transportation or

communication in interstate commerce or by use ofthe mails, directly or indirectly-

"(2) to obtain money or property by means of any untrue statement .of a material fact or any .

omission to s~ate a material fact necessary in order to make the statements made, in light ofthe

cirpumstances under which they were made, not misleading[.]" . .

9. Section 13, subdivision (b)(5) of the Securities Act of 1934 [United States Code, title

15, ·section 78m, subdivision (b)(5)] states:

. "(5) No person shall knowingly circumvent or knowingly fail to implement a system of

internal accounting controls or knowingly falsify any book, record, or account described in

paragraph (2)."

10. Rule 13b2"1 ofthe Securities Exchange Act of 1934 [Code ofFederal Regulations,

title 17, section 240.13b2-l] states:

. 4 . (OWEN MARK WILLIAMS) ACCUSATION

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"No person shall directly or indirectly, falsify or cause to be falsified, any book, record or

account subjectto section 13(b)(2)(A) ofthe Securities Exchange Act."

11. Rule l3b2-2 ofthe Securities Exchange Act of 1934 [Code ofFedet:al Regulations, ,

title 17, section 240.13b2-2] states:

"(a) No director or officer of ~n issuer shall, directly or indirectly:

"(1) Make or cause to be made a materially false or misleading statement to an accountal;lt

in connection with; or

"(2) Omit to state, or cause another person to omit to state, arty material fact necessary in

. order to make statements made, in light of the circumstances under which such statements were

made, not misleading, to an accountant in connection with:

"(i) Any audit, review or examination ofthe financial statements Ofthe issuer required to be

made purs1;1ant to this subpart; or

"(ii) The preparation or filing of any document or report required to be filed with the

Commission pursuant to this subpart or otherwise.

"(b)(l) No officer or director of an issuer, or any other person act~g under th~ direction

thereof, shall directly or indirectly take any action to coerce, manipulate, mislead, or fraudulently

influence any independent public or certified public accountant engaged in the performance of an

audit or review ofthe financial statements ofthat issuer that are required to be filed with the

Commission pursuant to this subpart or otherwise if that person knew or should have known that

such action, if successful, could result in rendering ·the issuer's financial statements materially

misleading.

"(2) For purposes ofparagraphs (b)(l) and (c)(2) ofthis section, aqtions that, "if successful,

could result in rendering the issuer's financial statements materially misleading" include, but are

not limited to, actions taken at any time with respect to the professional engagement period to

coerce, manipulate, mislead, or fraudulently influence an auditor:

"(i) To issue or reissue a report on an issuer's financial statements that is not warranted in

the circumstances (due to material violations of generally accepted accounting principles,

generally accepted auditing standards, or other professional or regulatory standards);

5 . (OWEN MARK WILLIAMS) ACCUSATION

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''(ii) Not to perform audit, review or other procedures required by generally accepted

auditing standards or other professional standards;

"(iii) Not to withdraw an issued report; or

"(iv) Not to communicate matters to an issuer's audit committee.

"(c) In addition, in the case of an investment company registere4 under section 8 ofthe.

Investment Company Act of 1940 (15 U.S.~. § 80aw8), or a business .development ~ompany as

defined in section 2(a)(48) ofthe Investment Company Act of 1940 (15 U.S.C.§ 80a~2(a)(48)), no

officer or director ofthe company's investment adviser, sponsor, depositor, trustee, or

administrator (or, in the case ofparagraph (c)(2) ofthis section, any other person acting under the

direction thereof) shall, directly or indirectly:

.

.

."(l)(i) Make or cause to be made a materially false or misleading statement to an

accountant iri. connection with; or

"(ii) Omit to state, or cause another person to omit to state, any material fact necessary in

order to make statements made, in light .of the circumstances under which such statements were.

made, not misleading to an accountant in connection with:

"(A) Any audit, review, or examination ofthe financial statements of the investment

company required to be made pursuant to this subpart; or

"(B) The preparation or filing of any document or report required to be filed with the

Commission pursuant to this subpart or otherwise; or

"(2) Take any action to coerce, manipulate, mislead, or fraudulently -influence any

independent public or certified public accounta.t'!-t engaged in the performance of an audit or

review of the financial statements ofthat investment company that are required to be filed with

the Commission pursuant to this subpart or oth_erwise if that person knew or should have known

that such action, if successful, could result in: rendering the investment company's financial

statements materially misleading."

12: Rule 15d-1.4 ofthe Securities Exchange Act of 1934 [Code of'Federal Regulations,

title 17, section 240.15b-14] states:


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"(a) Each report, including transition reports, filed on Form 1 0-Q, Form 1 0-K, Form 20-F

or Form 40-F (§ 249.308a, § 249.310, § 249.220for § 249.240fofthis chapter) under section

15(4) ofthe Act (15 U.S.C. §.78o(d)), other than a report filed by an Asset-Backed Issuer (as

. defmed in§ 229.1101 ofthis chapter) or a report on Form 20-F filed '\lnder § 240.15d-19, must

include certifications in the form specified in the applicable exhibit filing requirements of such

report, an4 such certifications must be filed as an exhibit to such report. Each principal executive

and principal financial officer ofthe issuer, or persons performing similar functions, .at the time of

filing of the report must sign a certification. The principal executive and principal financial

officers of an issuer may omit the portion ofthe introductory language in paragraph 4 as well as

language in paragraph 4(b) ofthe certification that refers to the certifYing officers' responsibility

for designing, establishing and maintaining internal control over fmancial . . . reporting for the issuer

until the issuer becomes subject to the internatcontrol over financial reporting requirements in §

240.13a-15 or§ 240.15d-15.

11 (b) Each periodic report containing financ.ia~ statements filed by an issuer pursuant to

section 15(d) ofthe Act (15 U.S.C. § 78o(d)) must be accompanied by the certifications required

by Section 1350 of Chapter 63 ofTitle'18 ofthe United States Code (18·U.S.C. § 1350) and such

certifications must be furnished as an.exhibit to such report as specified in the applicable exhibit

requirements for such report. Each principal executive and principal financial officer ofthe issuer

(or equivalent thereof) must sign a certification. This requirement may be satisfied by a single

certification signed by an issuer's principal executive and principal financial officers.

"(c) A person required to provide a certification specified in paragraph (a), (b) or (d) of this

section may not have the certification signed on his or her behalf pursuant to a power ofattorney

or other form of confirming authority. . I

11 (d) Each annual report and transition report filed on Form 10-K (§ 249.3.10 ofthis chapter)

by an asset-backed issuer under section 15(d) ofthe Act (15 U.S.C. § 78o(d)) must include a

certification in the form specified in the ~pplicable exhibit filing requirem.ents of such report and

such certification must be filed as an exhibit to such report. Terms used in paragraphs (d) and (e)


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ofthis section have the same meaning as in Item 1101 ofRegulation AB (§ 229.1101 ofthis

chapter).

"(e) With respect to asset-backed issuers, the certification required by paragraph (d) ofthis

section must be signed by either:

"(1) The senior officer in charge of securitization ofthe depositor ifthe depositor is signing

. the report; or

"(2) The senior offioer in charge ofthe servicing function of the· servicer if the servicer is

signing the report on behalf ofthe issuing entity. Ifmultiple servicers are i!).volv~d in servicing

the pool assets, the senior officer in charge ofthe servicing ftu1ction' of the master servicer (or

entity performing the equivalent function) must sign if a representative of the servicer is to sign

the report on behalfofthe issuing entity.

"(f)· The certification requirements of this section do not apply to:

"(1) An Interactive Data File, as defined in Rule 11 ofRegulation S~T (§ 232.11 ofthis

chapter); or

"(2) XBRL~Related Documents, as defined in Rule 11 of RegulationS-T."

COST RECOVERY PROVISION . .

13. Section 5107, subdivision (a) ofthe Code states:

"The executive officer ofthe board may request the administrative law judge, as part ofthe

proposed decision in a disciplinary proceeding, to direct ·any holder of apermit or certificate

found to have committed a violation or violations ofthis chapter to pay to the poard all

reasonable costs of investigation and prosecution of the case, including, but not limited to,

attorneys' fees. The board shall not recover oosts incurred at the administrative hearing."

14. Section 5116, subdivision (a) ofthe eo.de states:

"The board, after appropriate notice and an opportunity for hearing, may order any licensee

or applicant for licensure or examination to pay an administrative penalty as provided in this

article as part of any disciplinary proceeding or other proceeding provided for in this chapter."

Ill

Ill

8 (OWEN MARK WILLIAMS) ACCUSATION .

FACTUAL BACKGROUND

15. On or about September 24,2013, the Securities and Exchange Commission (SEC)

issued Release No. 704292, Order Instituting Administrative Proceedings Pursuant to Rule

102(e) ofthe Commission's Rules ofPractice, Maktng Findings, and Imposing Remedial

Sanctions in the Matter ofOwen Mark Williams, CPA (Order). The SEC suspended Respondent

from appearing or practicing before the Commission as an accountant. 1 The SEC made the

following findings in its Order:

a. Respondent is a certified public accountant licensed to practice in California. He

served as ChiefFinancial Officer ofTrue North Finance Corporation, f/k/a CS Financing

Corporation, from 2007 to 2010. . . . .

b. True North was a Delaware corporation with its principal place of business in Corte

Madera, California. True North engaged in the business of real estate finance. True North issued

notes registered with the SEC pursuant to Section 6 ofthe Securities and Exchange Act of 1933.

c. On or.about September 21, 2010, the SEC filed a complaint against Respondent

entitled Securities and Exchange Commission v. True North Finance Corp., et al., Civ. Action

No. 10-cv-3995 in the United States District Court for the District ofMinnesota. The SEC's

Complaint alleged, among other things, that Respondent caused True North to improperly

recognize revenue on interest from borrowers where the borrowers were not paying''true North

and where the borrowers' impaired financial condition meant that collectability. was not

reasonably assured. The complaint alleged that this recognition of revenue departed frmn

generally accepted accounting principles and also departed from True North's revenue

recognit~on policy, which stated that the company would not recognize revenue when the

payment of interest was 90 days past due. On or aqout September 11, 2013, the court entered an

order permanently enjoining Respondent; by consent, fr9m obtaining money or property by

means,of any untrue statement of a material factor or any omission to state a material fact ·

1 The SEC also ordered that three years from the date of the Order, Respondent could request the SEC to consider reinstating him by submitting an application to resume appearing or practicing as a preparer or reviewer of any public company's financial statements and/or as an independent accountant.


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necessary to make the statements made, in light ofthe circumstance under which they were made,

not misleading in the offer ·or sale .ofany securities by the use of any means or instruments of

transportation or communication in interstate commerce or by use ofthe mails, directly or

indirectly. (Section 17, subd. . (a)(2) of the Securities Act of 1933 (Securities Act) [15 U.S.C. §

77q, subd. (a)(2)].) The court also permanently restrained and enjoined Respondent from

knowingly circumventing or knowingly failing to implement a system of internal ~ccounting

controls, or knowingly falsifYing any book, record, or account; directly or indirectly falsifYing or .

causing to ·be falsified any book record or account; directly or indirectly making or causing to be

made a materially false or misleading statement, or omitting to state or causing another person to

omit to state any material fact, to an accounting in connection with any audit, review or

examination ofthe financial statements of an issuer or company, or the preparation or filing of

any document or report required to be filed with the SEC; or directly or indirectly taking any

action to coercy, manipulate, mislead, or fraudulently influence any independent public or

certified public accountant engaged in the performance of an audit or review of financial

statements ofan issuer that are required to be filed with the SEC where that person knew or

should have known that such action, if successful, could result'in rendering the issuer's fmancial

statements materially misleading (Section 13, subd. (b)(5) ofthe Securities Exchange Act of 1934

(Exchange Act) [15 U.S.C. § 78m, subd. (b)(5)]; Rules 13b2~1, 13b2-2, and 1SdM14 ofthe

Exchange Act [17 C.P.R.§§ 240.13b2Ml, 240.13~2-2, 240.15b-14]). The court also ordered

Respondent to pay a $40,000 civil penalty.

FffiST CAUSE FOR DISCIPLINE (Suspension or Revocation of Right to Practice Before a Governmental Body)

(Bus. & Prof. Code, § 5100, subd. (h))

16. Respondent has subjected his Certified Public Accountant Certificate to disciplinary

action be<?ause the' SEC, a governmental body, suspended his right to practice in front ofthe SEC.

(Bus. & Prof. Code,§ 5100, subd. (h).) The circumstances are set forth in paragraph 15, above.

Ill

Ill


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SECOND CAUSE FOR DISCIPLINE (Imposition ofDiscipline the United States Securities and Exchange Commission)

· (Bus. & Prof. Code,§ 5100, subd. (l))

17. Respondent has subjected his Certified Public Accountant Certificate to disciplinary

action because the SEC disciplined Respondent by .suspendi~g him from appearing or practicing

before the SEC as an accountant. (Bus. & Prof. Code,§ 5100, subd. (l).) The circumstances are

set forth in paragraph 15, above.

PRAYER

WHEREFORE, Complainant requests that a hearing be held on the matters alleged in this

Accusation, and that following th~ hearing, the California Board ofAccountancy issue a decision:

· · 1. Revoking or suspending or otherwise imposing discipline upon Certified Public

Accountant Certificate Number 53156, issued to Ovyen Mark Williams;

2. Ordering Owen Mark Williams to pay the California Board ofAccountancy the

reasonable costs ofthe investigation and enforcement ofthis case, pursuant to Business and

Professions Code section 51 07;

3. Ordering Respondent to pay the administrative penalties, pursuant to Business and

Professions Code section 5116; and

4. Taking such other and further action as deemed necessary and proper.

DATED: _q=----1 d-1_,____/ Oo~ls-:..,____ /{0 R

Executive Officer California Board of Accountancy Department of Consumer Affairs State of California Complainant

SF2015900416 ·90562298.doc
