SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 45550 / March 12, 2002
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 1517 / March 12, 2002
File No. 3-10718
PUBLIC ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST FREDERICK W. KOLLING III, CPA, PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 102(e) OF THE COMMISSION'S RULES OF PRACTICE
Proceedings pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 102(e) of the Commission's Rules of Practice have been instituted against Frederick W. Kolling III ("Kolling").
The Order Instituting Proceedings alleges that Kolling willfully violated Sections 10(b) and 13(b)(5) of the Exchange Act, and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, and caused and willfully aided and abetted violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1 and 13a-13 thereunder.
The Order Instituting Proceedings alleges that Kolling, who was the Chief Financial Officer of Gunther International, Ltd. ("Gunther") during 1997 and 1998, assisted in the preparation of and signed Gunther's annual and periodic financial statements when he knew, or was reckless in not knowing, that these statements were materially false or misleading. The Order Instituting Proceedings alleges that Kolling overstated assets and revenues and understated expenses when he made or permitted to be made improper entries into Gunther's accounting system and ignored "red flags" that should have alerted him to material errors in Gunther's financial statements. In addition, the Order Instituting Proceedings alleges that Kolling knew, or was reckless in not knowing, that the statements he made in the Management's Discussion and Analysis section of Gunther's Annual Report on Form 10-KSB for fiscal year 1997 were materially false or misleading. The Order Instituting Proceedings alleges that Kolling also made materially false or misleading statements to Gunther's independent auditors in connection with their audit of Gunther's fiscal year 1997 and 1998 financial statements. Finally, the Order Instituting Proceedings alleges that Kolling sold Gunther stock in January 1998, when he knew, or was reckless in not knowing, that Gunther had filed materially false or misleading financial statements with the Commission.
A hearing before an administrative law judge will be scheduled to determine whether the allegations against Kolling are true, to provide Kolling an opportunity to dispute these allegations, and to determine what relief and remedial action, if any, are appropriate.