Michael R. Ford, CPA

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 43962 / February 14, 2001

ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 1371 / February 14, 2001

ADMINISTRATIVE PROCEEDING File No. 3-7497

On June 17, 1991, Michael R. Ford, CPA ("Ford") was denied the privilege of appearing or practicing before the Commission as an accountant as a result of settled public administrative proceedings instituted by the Commission against Ford pursuant to then Rule 2(e) of the Commission's Rules of Practice.¹ This order is issued in response to his application for reinstatement to appear and practice before the Commission as an accountant responsible for the preparation or review of financial statements required to be filed with the Commission.

Ford, a CPA in the state of Colorado, audited the financial statements of Unocam for the year ended March 31, 1987, and issued an audit report containing an unqualified opinion thereon dated July 16, 1987. These financial statements were included in Unocam's annual report on Form 10-K for the fiscal year ended March 31, 1987, which was filed with the Commission on August 10, 1987. Unocam was incorporated in Colorado in 1986 as a "blank check" company which was to take advantage of business opportunities that arose. At all relevant times, the president of Unocam used his control over the company to treat Unocam's assets as his own, failed to keep accurate books and records for Unocam, and made false and misleading statements in public filings with the Commission.

The evidence gathered during the staff investigation established that Ford did not conduct the Unocam audit in accordance with generally accepted auditing standards ("GAAS"). These GAAS departures included: 1) failure to properly plan the audit; 2) failure to communicate material weaknesses in internal accounting controls to the appropriate parties; 3) improperly issuing an unqualified audit report on financial statements that were not presented in conformity with generally accepted accounting principles, 4) failure to appropriately consider the ramifications of a lack of management integrity; and 5) failure to maintain his independence.

In his capacity as an accountant responsible for the preparation or review of financial statements required to be filed with the Commission, Ford has undertaken to have his work reviewed by the independent audit committee of any future employer, or in some other manner acceptable to the Commission, while practicing before the Commission in this manner. Ford is not, at this time, seeking to practice before the Commission as an independent accountant and has represented to the Commission staff that if he should ever seek to resume practicing before the Commission as an independent accountant, he will submit an application to the Commission showing that he has complied and will comply with the terms of the original suspension order in this regard. Therefore, Ford's suspension from practice before the Commission as an independent accountant continues in effect until the Commission determines that a sufficient showing has been made in this regard in accordance with the terms of the original suspension order.

On the basis of information supplied, representations made, and undertakings agreed to by Ford, it appearing that Ford has complied with the terms of the June 17, 1991 order suspending him from practice before the Commission as an accountant responsible for the preparation or review of financial statements required to be filed with the Commission, that no information has come to the attention of the Commission relating to his character, integrity, professional conduct or qualifications to practice before the Commission that would be a basis for adverse action against Ford pursuant to Rule 102(e) of the Commission's Rules of Practice, and that Ford's undertaking to have his work reviewed by the independent audit committee of any future employer, or in some other manner acceptable to the Commission, in his practice before the Commission as a preparer or reviewer of financial statements required to be filed with the Commission is fair and in the public interest, it is accordingly,

ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that Michael R. Ford, CPA is reinstated to appear and practice before the Commission as an accountant responsible for the preparation or review of financial statements required to be filed with the Commission.

By the Commission.

Jonathan G. Katz
Secretary

Footnotes

¹ See Accounting and Auditing Enforcement Release No. 302, dated June 17, 1991. Ford was permitted, pursuant to the order, to apply for reinstatement after four years upon making certain showings. Rule 2(e) has been recodified in its entirety as Rule 102(e). Rule 102(e)(5)(i) provides:

"An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) of this section may be made at any time, and the applicant may, in the Commission's discretion, be afforded a hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated by the Commission for good cause shown." 17 C.F.R. § 201.102(e)(5)(i).