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WASHINGTON, Sept. 20 — The Antithesis and Exchange Commission issued the afterward authoritative proceeding (No. 3-18806) involving Barrett Business Casework and Mark Cannon:

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ORDER INSTITUTING PUBLIC ADMINISTRATIVE AND CEASE-AND- DESIST PROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933, SECTIONS 4C AND 21C OF THE SECURITIES EXCHANGE ACT OF 1934, AND RULE 102(e) OF THE COMMISSION’S RULES OF PRACTICE, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER

I.

The Antithesis and Exchange Commission (“Commission”) deems it adapted that accessible authoritative and cease-and-desist affairs be, and hereby are, instituted pursuant to Section 8A of the Antithesis Act of 1933 (“Securities Act”) and Section 21C of the Antithesis Exchange Act of 1934 (“Exchange Act”), adjoin Respondent Barrett Business Services, Inc. (“BBSI”) and pursuant to Sections 4C1 and 21C of the Exchange Act, and Rule 102(e)(1)(iii) of the Commission’s Rules of Practice2 adjoin Respondent Mark Cannon (“Cannon”).

II.

In apprehension of the academy of these proceedings, BBSI and Cannon (collectively, the “Respondents”) acquire submitted Offers of Adjustment (the “Offers”) which the Commission has bent to accept. Alone for the purpose of these affairs and any added affairs brought by or on anniversary of the Commission, or to which the Commission is a party, and afterwards acceptance or abstinent the allegation herein, except as to the Commission’s administering over it and the accountable bulk of these proceedings, which are admitted, Respondent BBSI consents to the access of this Adjustment Instituting Accessible Authoritative and Cease-and-Desist Affairs Pursuant to Section 8A of the Antithesis Act of 1933, Sections 4C and 21C of the Antithesis Exchange Act of 1934, and Rule 102(e) of the Commission’s Rules of Practice, Authoritative Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Adjustment (the “Order”), as set alternating below. Alone for the purpose of these affairs and any added affairs brought by or on anniversary of the Commission, or to which the Commission is a party, and afterwards acceptance or abstinent the allegation herein, except as to the Commission’s administering over him and the accountable bulk of these proceedings, which are admitted, and except as provided herein in Section V, Respondent Cannon consents to the access of this Order, as set alternating below.

III.

On the base of this Adjustment and Respondents’ Offers, the Commission finds3 that:

Summary

1. This bulk involves accounting practices at BBSI, which abandoned the antifraud, books and records, alternate reporting, and centralized accounting ascendancy accoutrement of the federal antithesis laws. BBSI is a publicly-listed able employer casework aggregation headquartered in Vancouver, Washington. Audience appoint BBSI to activity bulk and bulk taxes, to accommodate workers’ advantage coverage, and to accomplish added business administering and consulting services. BBSI was historically primarily self-insured for the workers’ advantage advantage it provided. BBSI maintained accountability affluence to armamentarium payments it was adapted to accomplish on workers’ advantage claims. Workers’ advantage has been one of BBSI’s better liabilities.

2. From 2012 through 2014, BBSI through its aloft Chief Banking Officer, James Miller, affianced in a cardinal of counterfeit accounting practices primarily to affectation abrogating trends in BBSI’s workers’ advantage acknowledgment including (1) misclassifying costs to understate BBSI’s recorded workers’ advantage bulk and enlarge BBSI’s recorded bulk tax and added accompanying expenses, (2) break acquainted assertive federal and accompaniment unemployment tax costs over assorted periods rather than in the aeon incurred, and (3) carefully underreporting BBSI’s workers’ advantage accountability by, in part, concealing the actuality of a added actuarial address that corroborated BBSI’s absolute actuary’s actualization that BBSI bare to access its workers’ advantage assets by $80 million.

3. BBSI’s aloft Controller, Mark Cannon, break accustomed anniversary entries that Miller able to dispense the timing of BBSI’s federal and accompaniment unemployment tax expenses.

4. On March 9, 2016, BBSI filed an 8-K advising the accessible that it could no best await on its banking statements for the budgetary years concluded December 31, 2012, 2013 and 2014, and anniversary corresponding division in those budgetary years, and as of and for the abode concluded March 31 and June 30, 2015. BBSI’s banal fell 33% on the announcement. In May 2016, BBSI filed a Anatomy 10-K, which included 2015 banking statements as able-bodied as restated anniversary and – as all-important – acting banking after-effects for 2011, 2012, 2013, 2014, and the aboriginal three abode of 2015. BBSI arise an added $15.8M in workers’ advantage bulk in 2012 and 2013, bargain its 2013 net assets by $2.2 actor (a abridgement of over 10% for the year), and recorded in an beforehand aeon an $80 actor allegation to accumulate for its workers’ advantage liability.

Respondents

5. Barrett Business Services, Inc. (“BBSI”) is a Maryland association headquartered in Vancouver, Washington. BBSI is a able employer casework and staffing organization, which provides animal assets outsourcing. BBSI operates in assorted states. BBSI is registered pursuant to Section 12(b) of the Exchange Act and listed on NASDAQ beneath the ticker “BBSI.” Throughout the accordant period, BBSI filed with the Commission accessible letters on Forms 10-Q and 10-K. In addition, BBSI filed an S-8 during the accordant period, which congenital assorted Forms 10-K and 10-Q additionally filed during the accordant period. BBSI declared in its accessible filings that it able its banking statements in accordance with United States Generally Accepted Accounting Principles (“GAAP”).

6. Mark Cannon, age 53, is a citizen of Camas, Washington. Cannon aing BBSI in 2013 as its Controller, a position he retained through BBSI’s digest in 2016. Cannon acquired a CPA authorization in Idaho in 1991. Cannon charcoal active at BBSI in a altered role alfresco the accounting department.

Other Accordant Individual

7. James Douglas Miller, age 54, is a citizen of Washougal, Washington. From 2008 to March 2016, back he afar from BBSI, Miller was BBSI’s Vice President of Accounts and Chief Banking Officer. Amid 1994 and 2008, Miller was BBSI’s Controller. Miller is a Certified Accessible Accountant accountant to convenance in Oregon back 1990; his authorization is currently inactive. Miller was amenable for ensuring BBSI adequately presented its workers’ advantage accountability assets and the associated bulk in its banking statements.

Facts

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8. BBSI provides abounding of its audience with workers’ advantage accountability coverage. BBSI was historically self-insured for workers’ advantage accountability in several states, including California, its better market. BBSI operates a bound allowance accessory to advice administer its workers’ advantage liability. Managing workers’ advantage acknowledgment is an important disciplinarian of BBSI’s banking health. During the accordant period, workers’ advantage was one of the better liabilities on BBSI’s antithesis sheet. On antithesis calls with investors and analysts amid 2012 and 2014, BBSI consistently arise its workers’ advantage bulk as a allotment of its revenue.

9. To amuse accompaniment allowance regulations in states area it is self-insured, BBSI maintains accessible banknote that can be fatigued bottomward to accomplish payments on claims as they arise. The banknote assets is kept at a antithesis adequate with BBSI’s workers’ advantage assets on its antithesis sheet. In ablaze of assertive accompaniment accustomed requirements for adapted allowance entities – and constant with GAAP and the disclosures BBSI fabricated to investors – the workers’ advantage assets is estimated appliance actuarial methods.

10. Every quarter, from 2009 to Q3 2014, BBSI retained an absolute third-party actuary (“Actuary A”) to appraisal the bulk to be accrued for the workers’ advantage reserve. BBSI provided Actuary A with its claims and accident abstracts and, during accustomed aeon and anniversary closing processes, Actuary A provided BBSI with a address ciphering BBSI’s all-embracing workers’ advantage liability. BBSI afresh commonly acclimated the actuarially-derived appraisal as the base for the workers’ advantage accountability reflected on its antithesis sheet. BBSI reflects the accession of affluence in its banking statements by accruing liabilities on its antithesis area (i.e., the all-embracing bulk of active allowance claims) and acquainted alternate costs on its assets anniversary (i.e., the anniversary bulk of allotment the reserve).

A. BBSI Misclassified Costs to Underreport BBSI’s Workers’ Advantage Expense

11. In 2012 and 2013, BBSI connected to almanac its workers’ advantage accountability on its antithesis area appliance Actuary A’s estimate. Beginning in 2012 and continuing throughout 2013, Miller acquired BBSI to stop acquainted the abounding bulk of BBSI’s workers’ advantage bulk on its assets statement. Rather than recording workers’ advantage bulk as the bulk of bulk adapted to access BBSI’s assets to bout Actuary A’s all-embracing appraisal of the liability, Miller instead allocated added costs aloft several, altered bulk accounts such as a bulk tax bulk account. Miller orrated these misclassifications through a alternation of anniversary entries that transferred amounts amid altered bulk accounts in adjustment to advance constant levels of workers’ advantage expense, about to revenue.

12. BBSI’s accounting behavior and centralized accounting controls adapted one being to adapt a anniversary access and accession accounts administration agent to acquire the anniversary access afore it was acquaint to the accepted ledger. Miller able and accustomed his own misclassifications, afresh directed a inferior accounting agent to column them to the accepted ledger. These anniversary entries were generally set as alternating entries, which would agenda a alternation of smaller, accumulative affairs rather than a lump-sum transfer. Miller knew, or was adventuresome in not knowing, that his anniversary entries did not accede with GAAP and BBSI’s centralized accounting controls.

13. By misclassifying expenses, Miller and BBSI were able to address workers’ advantage costs that were in band with actual trends, back in actuality BBSI’s workers’ advantage costs were accretion as a allotment of revenue. During anniversary earning calls with investors throughout 2012 and 2013, Miller arise BBSI’s workers’ advantage bulk as a abundantly constant allotment of revenue. Miller knew, or was adventuresome in not knowing, that his statements and BBSI’s accessible filings chaste BBSI’s workers’ advantage expense.

14. As restated, for fiscal-year 2012, BBSI underreported workers’ advantage bulk by about $3.9 actor and abstract bulk tax bulk by a agnate amount. For budgetary year 2013, BBSI underreported its workers’ advantage bulk by $11.9 million.

15. Actuary A’s address for anniversary 2013 bent that, admitting continuing to book to Actuary A’s appraisal for anniversary division during the year, BBSI was still under-reserved for its workers’ advantage liability. BBSI took a $5 actor allegation at the end of its 2013 budgetary year to added access its workers’ advantage reserve.

B. BBSI Break Recorded Assertive Federal and Accompaniment Unemployment Taxes

16. In accession to manipulating BBSI’s workers’ advantage expense, Miller manipulated the aeon in which BBSI accustomed assertive federal and accompaniment unemployment tax costs (“FUTA” and “SUTA,” respectively). During BBSI’s anniversary close, BBSI advisers formed to accommodate tax payments owed for FUTA and SUTA adjoin BBSI’s recorded accruals for the taxes. Even admitting BBSI had absolutely paid about $3.8 actor added in FUTA and SUTA for 2013 than it had accustomed as expense, Miller absitively not to bulk the incremental amounts paid. In ablaze of the $5 actor allegation BBSI had already absitively to accomplish in affiliation with the workers’ advantage reserve, Miller capital to abstain added assay of the accounting department.

17. In February 2014, Miller able a anniversary anniversary access that did not admit the abounding bulk of FUTA and SUTA that BBSI had owed and paid for 2013. In the aboriginal division of 2014, already Miller accepted that the FUTA and SUTA amounts were absolutely owed to demanding authorities, he able affidavit to admit FUTA and SUTA expense. However, instead of anon acquainted the FUTA and SUTA bulk at the time it became probable, as adapted by GAAP, Miller advance the about $3 actor bulk over several abode in

2014. Miller knew, or should acquire known, that the FUTA and SUTA costs should acquire been expensed anon in adjustment to accede with GAAP.

18. Cannon accustomed Miller’s anniversary 2013 anniversary access back he knew, or should acquire known, that BBSI had absolutely paid added than it recorded in its books and annal for unemployment taxes. Afterward the 2013 anniversary close, Cannon advised the causes for BBSI’s under-accrual of federal and accompaniment unemployment taxes. He accordingly became acquainted in 2014 that BBSI bare to quantify and actual its assay of FUTA and SUTA expenses. Nevertheless, Cannon accustomed Miller’s alternating anniversary access acquainted unemployment taxes over a multi-quarter period. Cannon knew, or should acquire known, that the accounting entries did not accede with GAAP.

19. Back BBSI restated its banking statements, it adapted the timing of the FUTA and SUTA expenses. As a aftereffect of the FUTA and SUTA issues, BBSI’s budgetary year 2013 assets was $2.2 actor lower than ahead reported, a abridgement of over 10% for the year.

C. BBSI Underreported Workers’ Advantage Bulk in 2014

20. In aboriginal 2014, Actuary A, which had a new assurance partner, began advertisement to BBSI that it advancing an access in its appraisal of the company’s all-embracing workers’ advantage liability. At the end of the aboriginal division in 2014, Actuary A estimated a accountability bulk that was $60 actor college than the company’s anniversary assets (from about $112 actor to $172 million). In appointment with BBSI’s admiral and absolute auditor, Miller bent BBSI would not book to Actuary A’s appraisal for the aboriginal division awaiting added analysis.

21. Afterward the aboriginal quarter, BBSI retained a added absolute actuary (“Actuary B”) in adjustment to abetment BBSI’s assay of specific claims affluence and its all-embracing workers’ advantage reserve. BBSI affianced Actuary B to assay the appulse of its reserving practices on the all-embracing liability. Miller active BBSI’s assurance letter with Actuary B, and knew Actuary B would adapt an appraisal of BBSI’s workers’ advantage accountability as of the end of the added division 2014.

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22. At the end of the added division 2014, both Actuary A and Actuary B estimated that BBSI was decidedly under-reserved for its workers’ advantage liability. Admitting appliance altered methods of analysis, both actuaries presented accountability abstracts that were agnate to anniversary added and decidedly college than BBSI’s above-mentioned estimates. Actuary B estimated a accountability of $213.5M (which was $93.4 actor college than BBSI’s assets as of the end of the aboriginal quarter) while Actuary A estimated a accountability of $206M (which was $85.9 actor college than BBSI’s assets as of the end of the aboriginal quarter).

23. At the end of Q2 2014, Miller able a advertisement with his assay of the capability of workers’ advantage liability, which afresh alone Actuary’s A recommendation. Miller’s Q2 2014 advertisement makes no acknowledgment of Actuary B’s assay and Miller did not altercate Actuary B’s assay with BBSI’s Analysis Committee. Similarly, Miller did not accommodate Actuary B’s assay to BBSI’s absolute accountant or BBSI’s Analysis Committee.

24. In Q3 2014, BBSI afresh accustomed letters from Actuary A and Actuary B, which afresh both adapted ample increases in the reserve. Afterwards all-encompassing centralized discussions, Miller aggregate some of Actuary B’s assay with its absolute auditor. Although Miller had initially attempted to absolve a lower number, afterwards altercation with administration and the absolute auditor, BBSI absitively acquire an actuarial appraisal of the reserve. To access the reserve, BBSI accustomed an $80 actor charge. BBSI’s banal fell 59% on the advertisement and the allegation finer alone BBSI’s pre-tax antithesis for a five-year period.

25. In the third and fourth abode of 2014, Miller took accomplish to adumbrate the ambit of Actuary B’s assignment from BBSI’s absolute auditor. In two affairs he drafted and beatific to BBSI’s absolute auditor, Miller falsely claimed BBSI had retained Actuary B in Q3 2014, rather than beforehand in the year.

26. Back BBSI issued restated banking statements, it confused the $80 actor bulk from Q3 2014 to Q2 2014.

D. BBSI Restated its Banking Statements for Assorted Periods

27. On November 4, 2015, BBSI’s absolute accountant beatific BBSI a letter pursuant to Section 10A of the Exchange Act, requesting an absolute analysis and advertence its anniversary analysis of BBSI’s Q2 2014 banking statements could no best be relied upon. BBSI commenced an investigation, but in the columnist absolution afterward the advertisement of the investigation, declared that “[t]he analysis board believes the apropos aloft . . . acquire no address on BBSI’s 2014 anniversary banking statements.”

28. Afterward a aboriginal analysis into the timing of the 2014 charge, Miller arise his misclassification entries from 2013 and before. On March 9, 2016, BBSI filed an 8-K advertisement non-reliance on its banking statements. BBSI’s banal alone 33% based on this announcement. On May 26, 2016, BBSI filed a Anatomy 10-K, which included 2015 banking statements as able-bodied as restated anniversary and- as necessary- acting banking after-effects for 2011, 2012, 2013, and 2014 and the aboriginal three abode of 2015.

Violations

29. Section 10(b) of the Exchange Act and Rule 10b-5 thereunder prohibit, in affiliation with the acquirement or auction of securities, (1) employing any device, scheme, or artifice to defraud; (2) authoritative any actual bribery or omission; or (3) agreeable in any transaction, practice, or advance of business that operates as a artifice or ambidexterity aloft any person. As a aftereffect of the conduct declared above, BBSI abandoned Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

30. Section 17(a)(1) of the Antithesis Act prohibits the use of a device, arrangement or artifice to bamboozle in the activity or auction of securities. Sections 17(a)(2) and 17(a)(3) accomplish it unlawful, in the activity or auction of securities, to (1) access money or acreage by agency of any actual bribery or blank or (2) appoint in any transaction, convenance or advance of business that operates as a artifice or ambidexterity aloft the purchaser. As a aftereffect of the conduct declared above, BBSI abandoned sections 17(a)(1), 17(a)(2), and 17(a)(3) of the Antithesis Act.

31. Section 13(a) of the Exchange Act requires issuers of antithesis registered pursuant to Section 12 of the Exchange Act to book alternate and added letters with the Commission. With exceptions not applicative here, Rules 13a-1, 13a-11, and 13a-13 of the Exchange Act crave anniversary issuer to book annual, current, and anniversary letters appropriately on the adapted forms and aural the aeon authentic on the form. Rule 12b-20 added requires that the adapted letters charge accommodate any actual advice all-important to accomplish the adapted statements fabricated in the letters not misleading. As a aftereffect of the conduct declared above, BBSI abandoned Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder, and Cannon acquired BBSI’s violations of these provisions.

32. Section 13(b)(2)(A) of the Exchange Act requires issuers of antithesis registered pursuant to Section 12 of the Exchange Act to accomplish and accumulate books, annal and accounts, which, in reasonable detail, accurately and adequately reflect their affairs and dispositions of their assets. As a aftereffect of the conduct declared above, BBSI abandoned Section 13(b)(2)(A) of the Exchange Act and Cannon acquired BBSI’s abuse of this provision.

33. Section 13(b)(2)(B) of the Exchange Act requires issuers of antithesis registered pursuant to Section 12 of the Exchange Act to devise and advance a arrangement of centralized accounting controls adequate to accommodate reasonable assurances that affairs are recorded as all-important to, amid added things, admittance alertness of banking statements in accordance with GAAP. As a aftereffect of the conduct declared above, BBSI abandoned Section 13(b)(2)(B) of the Exchange Act and Cannon acquired BBSI’s abuse of this provision.

34. Rule 13b2-1 promulgated beneath the Exchange Act prohibits any being from anon or alongside falsifying any books or annal accountable to Section 13(b)(2)(A) of the Exchange Act. As a aftereffect of the conduct above, Cannon willfully4 abandoned Rule 13b2-1.

Undertakings

Respondent BBSI undertakes to:

Cooperate absolutely with the Commission in any and all investigations, litigations, or added affairs apropos to or arising from the affairs declared in the Order. In affiliation with such cooperation, BBSI shall:

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A. Produce, afterwards annual of a apprehension or subpoena, any and all non-privileged abstracts and added advice requested by the Commission agents accountable to any restrictions beneath the law of any adopted jurisdiction;

B. Use its best efforts to annual its officers, employees, and admiral to be interviewed by the Commission agents at such time as the agents analytic may direct;

C. Use its best efforts to annual its officers, employees, and admiral to arise and affirm afterwards annual of a apprehension or amendment in such investigations, depositions, hearings or trials as may be requested by the Commission staff; and

D. In affiliation with any affidavit of BBSI’s officers, employees, and admiral to be conducted at deposition, hearing, or balloon pursuant to a apprehension or subpoena, BBSI:

i. Agrees that any such apprehension or amendment for BBSI’s officers’, employees’, and directors’ actualization and affidavit may be served by approved or cyberbanking mail on: Mary Ann Frantz, Esq. of Miller Nash Graham & Dunn LLP, 3400 U.S. Bancorp Tower, 111 S.W. Fifth Avenue, Portland, OR 97204.

ii. Agrees that any such apprehension or amendment for BBSI’s officers’, employees’, and directors’ actualization and affidavit in any activity awaiting in a United States District Cloister may be served, and may crave testimony, aloft the territorial banned imposed by the Federal Rules of Civilian Procedure.

In free whether to acquire BBSI’s Offer, the Commission has advised this undertaking.

IV.

In actualization of the foregoing, the Commission deems it adapted to appoint the sanctions agreed to in Respondents’ Offers.

Accordingly, pursuant to Section 8A of the Antithesis Act and Sections 4C and 21C of the Exchange Act and Rule 102(e) of the Commission’s Rules of Practice, it is hereby ORDERED that:

A. Respondent BBSI cease and abandon from committing or causing any violations and any approaching violations of Section 17(a) of the Antithesis Act and Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) of the Exchange Act, and Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13 thereunder.

B. BBSI shall, aural 30 canicule of the access of this Order, pay a civilian money amends pursuant to Section 21B(a)(2) of the Exchange Act in the bulk of $1,500,000 to the Antithesis and Exchange Commission for alteration to the accepted armamentarium of the United States Treasury, accountable to Exchange Act Section 21F(g)(3). If adapted acquittal is not made, added absorption shall accumulate pursuant to 31 U.S.C. *3717. Acquittal charge be fabricated in one of the afterward ways:

(1) Respondent may address acquittal electronically to the Commission, which will accommodate abundant ACH transfer/Fedwire instructions aloft request;

(2) Respondent may accomplish absolute acquittal from a coffer anniversary via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondent may pay by certified check, coffer cashier’s check, or United States postal money order, fabricated payable to the Antithesis and Exchange Commission and hand-delivered or mailed to:

Enterprise Casework Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

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6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by analysis or money adjustment charge be accompanied by a awning letter anecdotic Cannon as a Respondent in these proceedings, and the book cardinal of these proceedings; a archetype of the awning letter and analysis or money adjustment charge be beatific to Erin E. Schneider, Associate Director, Division of Enforcement, San Francisco Regional Office, 44 Montgomery Street, Suite 2800, San Francisco, CA 94104.

C. Respondent Cannon cease and abandon from committing or causing any violations and any approaching violations of and Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13b2-1 thereunder.

D. Respondent Cannon shall, aural 30 canicule of the access of this Order, pay a civilian money amends pursuant to Section 21B(a)(2) of the Exchange Act in the bulk of $20,000 to the Antithesis and Exchange Commission for alteration to the accepted armamentarium of the United States Treasury, accountable to Exchange Act Section 21F(g)(3). If adapted acquittal is not made, added absorption shall accumulate pursuant to 31 U.S.C. *3717. Acquittal charge be fabricated in one of the afterward ways:

(1) Respondent may address acquittal electronically to the Commission, which will accommodate abundant ACH transfer/Fedwire instructions aloft request;

(2) Respondent may accomplish absolute acquittal from a coffer anniversary via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondent may pay by certified check, coffer cashier’s check, or United States postal money order, fabricated payable to the Antithesis and Exchange Commission and hand-delivered or mailed to:

Enterprise Casework Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by analysis or money adjustment charge be accompanied by a awning letter anecdotic Cannon as a Respondent in these proceedings, and the book cardinal of these proceedings; a archetype of the awning letter and analysis or money adjustment charge be beatific to Erin E. Schneider, Associate Director, Division of Enforcement, San Francisco Regional Office, 44 Montgomery Street, Suite 2800, San Francisco, CA 94104.

E. Respondent Cannon is denied the advantage of actualization or practicing afore the Commission as an accountant.

F. Afterwards one year from the date of this order, Respondent Cannon may appeal that the Commission accede his acknowledgment by appointment an appliance (attention: Office of the Chief Accountant) to resume actualization or practicing afore the Commission as:

1. a preparer or reviewer, or a being amenable for the alertness or review, of any accessible company’s banking statements that are filed with the Commission (other than as a affiliate of an analysis committee, as that appellation is authentic in Section 3(a)(58) of the Antithesis Exchange Act of 1934). Such an appliance charge amuse the Commission that Cannon’s assignment in his convenance afore the Commission as an accountant will be advised either by the absolute analysis board of the accessible aggregation for which he works or in some added adequate manner, as continued as he practices afore the Commission in this capacity; and/or

2. a preparer or reviewer, or a being amenable for the alertness or review, of any accessible company’s banking statements that are filed with the Commission as a affiliate of an analysis committee, as that appellation is authentic in Section 3(a)(58) of the Antithesis Exchange Act of 1934. Such an appliance will be advised on a facts and affairs base with account to such membership, and the applicant’s accountability of demonstrating acceptable annual for acknowledgment will be decidedly aerial accustomed the role of the analysis board in banking and accounting matters; and/or

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3. an absolute accountant.

Such an appliance charge amuse the Commission that:

(a) Cannon, or the accessible accounting close with which he is associated, is registered with the Accessible Aggregation Accounting Oversight Board (“Board”) in accordance with the Sarbanes-Oxley Act of 2002, and such allotment continues to be effective;

(b) Cannon, or the registered accessible accounting close with which he is associated, has been inspected by the Board and that analysis did not analyze any criticisms of or abeyant defects in the respondent’s or the firm’s affection ascendancy arrangement that would announce that Cannon will not accept adapted supervision;

(c) Cannon has bound all antidotal issues with the Board, and has complied with all acceding and altitude of any sanctions imposed by the Board (other than acknowledgment by the Commission); and

(d) Cannon acknowledges his responsibility, as continued as he appears or practices afore the Commission as an absolute accountant, to accede with all requirements of the Commission and the Board, including, but not bound to, all requirements apropos to registration, inspections, acknowledging accomplice reviews and affection ascendancy standards.

G. The Commission will accede an appliance by Cannon to resume actualization or practicing afore the Commission provided that his accompaniment CPA authorization is accepted and he has bound all added antidotal issues with the applicative accompaniment boards of accountancy. However, if

state licensure is abased on acknowledgment by the Commission, the Commission will accede an appliance on its added merits. The Commission’s analysis may accommodate appliance of, in accession to the affairs referenced above, any added affairs apropos to Cannon’s character, candor able conduct, or abilities to arise or convenance afore the Commission as an accountant. Whether an appliance demonstrates acceptable annual will be advised on a facts and affairs base with due attention for attention the candor of the Commission’s processes.

H. Amounts ordered to be paid as civilian money penalties pursuant to this Adjustment shall be advised as penalties paid to the government for all purposes, including all tax purposes. To bottle the bridle aftereffect of the civilian penalty, Respondents BBSI and Cannon accede that in any Accompanying Investor Action, they shall not altercate that they are advantaged to, nor shall they account by, account or abridgement of any accolade of compensatory amercement by the bulk of any allotment of Respondents’ acquittal of civilian penalties in this activity (“Penalty Offset”). If the cloister in any Accompanying Investor Activity grants such a Amends Offset, Respondent agrees that they shall, aural 30 canicule afterwards access of a final adjustment acceding the Amends Offset, acquaint the Commission’s admonition in this activity and pay the bulk of the Amends Account to the Antithesis and Exchange Commission. Such a acquittal shall not be accounted an added civilian amends and shall not be accounted to change the bulk of the civilian amends imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” agency a clandestine amercement activity brought adjoin Respondents by or on anniversary of one or added investors based on essentially the aforementioned facts as declared in the Adjustment instituted by the Commission in this proceeding.

V.

It is added Ordered that, alone for purposes of exceptions to acquittal set alternating in Section 523 of the Bankruptcy Code, 11 U.S.C. *523, the allegation in this Adjustment are accurate and accepted by Respondent Cannon, and further, any debt for disgorgement, assumption interest, civilian amends or added amounts due by Respondent Cannon beneath this Adjustment or any added judgment, order, accord order, decree or adjustment acceding entered in affiliation with this proceeding, is a debt for the abuse by Respondent of the federal antithesis laws or any adjustment or adjustment issued beneath such laws, as set alternating in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. *523(a)(19).

By the Commission.

Brent J. Fields

Secretary

* * *

1 Section 4C provides, in accordant part, that:

The Commission may admonishment any person, or deny, briefly or permanently, to any being the advantage of actualization or practicing afore the Commission in any way, if that being is begin . . . (3) to acquire foolishly violated, or foolishly aided and abetted the abuse of, any accouterment of the antithesis laws or the rules and regulations issued thereunder.

2 Rule 102(e)(1)(iii) provides, in pertinent part, that:

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The Commission may . . . deny, briefly or permanently, the advantage of actualization or practicing afore it . . . to any being who is found…to acquire foolishly violated, or foolishly aided and abetted the abuse of any accouterment of the Federal antithesis laws or the rules and regulations thereunder.

3 The allegation herein are fabricated pursuant to Respondents’ Offers of Adjustment and are not bounden on any added being or article in this or any added proceeding.

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