ADMINISTRATIVE PROCEEDING
File No. 3-19914

August 13, 2020 - The Securities and Exchange Commission announced today that Texas-licensed accountant Brian Dee Matlock agreed to settle charges that, as the engagement partner on the audit of Breitling Energy Corporation (BEC), he engaged in improper professional conduct and failed to take appropriate steps in relation to potential illegal activity on the part of BEC and its management, causing Rothstein, Kass & Company, P.C. to violate the federal securities laws.

According to the SEC's order, Rothstein Kass, a former PCAOB-registered audit firm headquartered in Roseland, New Jersey, was retained to audit the 2013 financial statements of BEC, a public company the SEC charged with fraud in 2016. The order finds that Matlock, who served as the engagement partner, was advised that BEC's predecessor, Breitling Oil and Gas Corporation, was misrepresenting its business model to investors and that certain procedures designed to safeguard investor funds and ensure their appropriate use, were not, in fact, being implemented. Despite being aware of this misconduct, and therefore aware that illegal acts may have occurred, the order finds that Matlock failed to determine whether illegal acts likely occurred, as required under the federal securities laws.

The SEC's order finds that Matlock engaged in improper professional conduct in violation of Section 4C of the Exchange Act and Rule 102(e)(1)(ii) of the Commission's Rules of Practice, and caused Rothstein Kass's violations of Section 10A(b)(1)(A)(i) of the Exchange Act and Rule 2-02(b)(1) of Regulation S-X. Without admitting or denying the SEC's findings, Matlock has agreed to be suspended from appearing or practicing before the SEC as an accountant, which includes not participating in the financial reporting or audits of public companies. The SEC's order permits Matlock to apply for reinstatement after one year.

The SEC's investigation was conducted by Jeffrey Cohen, Melvin Warren and Jody Moore and was supervised by David Reece and Eric Werner. The litigation was conducted by Keefe Bernstein.