SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 15873 / September 9, 1998 ACCOUNTING AND AUDITING ENFORCEMENT RELEASE NO. 1074 / September 9, 1998 SECURITIES AND EXCHANGE COMMISSION v. STEVEN M. SCARANO, No. 98 Civ. 6350 (LAP) (S.D.N.Y. filed Sept. 9, 1998) STEVEN M. SCARANO, CPA, CONSENTS TO CEASE-AND-DESIST AND BAR ORDER AND TO FINAL JUDGMENT IMPOSING A CIVIL PENALTY The Securities and Exchange Commission ("Commission") today filed a complaint in the United States District Court for the Southern District of New York against Steven M. Scarano, CPA for violations of the securities registration provisions of the federal securities laws. Scarano was formerly with the accounting firm of Scarano & Lipton, P.C. ("S&L"), auditors for Visual Cybernetics Corp., a start-up, microcap company. The complaint alleges that Scarano improperly offered and sold Visual Cybernetics securities registered on Form S-8 registration statements to public investors through a Visual Cybernetics employee nominee. Because the securities were not registered for sale to the public, Scarano willfully violated Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities Act"). Without admitting or denying any of the allegations in the complaint, except as to jurisdiction, Scarano consented to the entry of a final judgment. The final judgment against Scarano orders him to pay a civil penalty of $5,000. The Commission also instituted an administrative proceeding against Scarano today. The administrative order finds that as a result of his actions in offering and selling Visual Cybernetics securities, Scarano was engaged in the business of effecting transactions in securities for the accounts of others. Because neither he nor his accounting firm, S&L, was registered as a broker with the Commission at that time, he willfully violated Section 15(a) of the Securities Exchange Act of 1934 ("Exchange Act"). In addition, the administrative order finds that, as a result of offering and selling Visual Cybernetics securities, while auditing Visual Cybernetics' financial statements, Scarano willfully violated, and willfully aided and abetted and caused S&L's violation of, the Commission's independence requirements in connection with that audit. The order also finds that Scarano willfully violated, and willfully aided and abetted and caused S&L's violation of, Section 210.2-02(b) of Regulation S-X by issuing an audit report containing an unqualified opinion on Visual Cybernetics' financial statements which stated falsely that the audit was performed in accordance with generally accepted auditing standards ("GAAS") when, in fact, the audit was not performed in accordance with GAAS because the firm was not independent at the time of the audit. Without admitting or denying any of the findings in the administrative order, except as to jurisdiction, Scarano consented to the entry of an order that (a) requires him to cease and desist from committing or causing violations, and future violations, of Sections 5(a) and 5(c) of the Securities Act, Section 15(a) of the Exchange Act, and Regulation S-X, and (b) denies him the privilege of appearing or practicing before the Commission as an accountant, with the right to apply for reinstatement after two years. The Commission also brought enforcement actions against Visual Cybernetics' principal officers and directors and outside counsel, and the other member of the accounting firm, S&L. See Litigation Release No. 15874 (Sept. 9, 1998) and Release No. 33-7573 (Sept. 9, 1998). This Enforcement action is part of the Commission's four- pronged approach to minimizing Microcap fraud: enforcement, inspections, investor education and regulation. For more information about the SEC's response to Microcap fraud, visit the SEC's Microcap Fraud Information Center at http://www.sec.gov/news/extra/microcap.htm.