Latteno Food Corp (fka LATF)

[IBurnPurpleKush]

8953 Woodbine Avenue=DNTW Chartered Accountants

http://www.sec.gov/Archives/edgar/data/743241/000114420411022428/v218744_10k.htm

LATTENO FOOD CORP.
(FORMERLY B & D FOOD CORP.)

8953 Woodbine Avenue
Markham, Ontario, Canada L3R 0J9
(Address of Principal Executive Offices)

DNTW Chartered Accountant IS LOCATED AT THAT ADDRESS.

8953 Woodbine Avenue

https://www.google.com/maps/@43.860519,-79.360786,3a,37.5y,353.6h,78.62t/data=!3m4!1e1!3m2!1sf_2jr0Q9_ReYR8fwcgs7Cg!2e0

SPENCE WALKER IS THE FORMER CFO OF LATTENO.

http://www.bloomberg.com/quote/LATF:US/profile

Spence Walker
Chief Financial Officer

http://latteno.icmconsulting.com/coffee/about-us/lorem-ipsum/

http://latteno.icmconsulting.com/investor-relations/

Spence Walker joined our parent company in June, 2009 as Chief Financial Officer and Director. In addition to his role with Latteno Food Corp, Mr. Walker is a Canadian resident and is a licensed Certified Public Accountant in the US and a Chartered Accountant in Canada. Mr. Walker is a partner in the professional services firm, DNTW Chartered Accountants, LLP (“DNTW”), which he joined in 2007. Prior to Joining DNTW, Mr. Walker was a partner in Walker & Company Chartered Accountants, which he formed in 2004 and prior to that he was employed by a mid-sized accounting firm, SF Partnership, LLP from 2001 to 2004. Mr. Walker earned his BComm in 2001 from Ryerson University, his CA in 2003 and his CPA in 2004. In 2007, Mr. Walker took on the responsibility for leading DNTW’s audit services and has overall responsibility for the Markham office. Mr. Walker also serves as director on other public and private companies in Canada and the US.

https://www.sec.gov/litigation/admin/2014/34-72199.pdf

SECURITIES EXCHANGE ACT OF 1934
Release No. 72199 / May 20, 2014

SUMMARY

1. From 2007 until December 2010, DNTW Chartered Accountants, LLP
(“DNTW”), an accounting firm based in Canada, and Bryce Walker and Spence Walker, two of
its partners, served as the independent auditors of Subaye, Inc. (“Subaye”), a company whose
stock is registered with the Commission and trades in the U.S. These proceedings arise out
of the Respondents’ failure to comply with Public Company Accounting Oversight Board
(“PCAOB”) Auditing Standards (“PCAOB Standards”) in their 2010 audit of Subaye. Among
other failures, Bryce Walker failed to: (a) properly supervise assistants; (b) obtain sufficient
competent evidence; (c) properly perform the confirmation process; and (d) act with due
professional care. In his role as filing quality review partner, Spence Walker failed to act with due
professional care because he should have been aware of audit deficiencies but did not address those
deficiencies. Had Respondents properly conducted the audit, they might have uncovered that
Subaye was a fraudulent company that lacked credible books and records.

VIOLATIONS

Improper Professional Conduct Under Rule 102(e)(1)(ii)

33. Rule 102(e)(1)(ii) of the Commission’s Rules of Practice provides that the
Commission may deny to any person the privilege of practicing before it, if that person is found
to have engaged in improper professional conduct. Section 4C(a)(2) of the Exchange Act
provides for the same authority. Improper professional conduct may be intentional or reckless; it
can also be one of two types of negligent conduct: a single instance of highly unreasonable
conduct in circumstances for which heightened scrutiny is warranted; or repeated instances of
unreasonable conduct that indicate a lack of competence.

34. Bryce Walker, the engagement partner, was responsible for ensuring that
DNTW’s audit of Subaye’s 2010 financial statements met applicable professional standards. He
failed in this regard, as DNTW’s audit of Subaye was not conducted in accordance with PCAOB
Standards. DNTW’s audit failures demonstrate that Bryce Walker’s conduct was unreasonable
and support an action against him under Rule 102(e)(1)(ii).

35. Spence Walker, in his role as file quality review partner, took on certain
responsibilities to ensure DNTW’s audits were conducted in accordance with PCAOB Standards.
As discussed herein, upon assuming this responsibility, Spence Walker should have become aware
of audit deficiencies in multiple areas but did not address those deficiencies. These failures
demonstrate that Spence Walker’s conduct was unreasonable and support an action against him
under Rule 102(e)(1)(ii).

Respondents Caused Subaye’s Violation of Exchange Act Section 13(a) and Rule 13a-1
Thereunder

36. Section 13(a) of the Exchange Act and Rule 13a-1 thereunder, require that every
issuer of a security registered pursuant to Section 12 of the Exchange Act file with the
Commission annual reports as the Commission may require, and mandate that periodic reports
contain such further material information as may be necessary to make the required statements
not misleading. The obligation to file such reports embodies the requirement that they be true
and correct.

37. Included in Subaye’s annual report for the fiscal year ended 2010 was an audit
report from DNTW that stated DNTW’s audit was conducted “in accordance with the standards
of the Public Company Accounting Oversight Board (United States).” The statement in 10
DNTW’s audit report was false, because Respondents failed to conduct their audit of Subaye in
accordance with PCAOB Standards. Accordingly, Respondents were a cause of Subaye’s
violations of Section 13(a) of the Exchange Act and Rule 13a-1 thereunder.

Spence Walker and Bryce Walker caused DNTW’s direct violation of Rule 2-02 of
Regulation S-X

38. Rule 2-02(b)(1) of Regulation S-X requires an accountant’s report to state
“whether the audit was made in accordance with generally accepted auditing standards.”
“[R]eferences in Commission rules and staff guidance and in the federal securities laws to GAAS
(“Generally Accepted Auditing Standards”) or to specific standards under GAAS, as they relate
to issuers, should be understood to mean the standards of the PCAOB plus any applicable rules
of the Commission.” (See SEC Release No. 34-49708 (May 14, 2004)). Thus, an auditor
violates Regulation S-X Rule 2-02(b)(1) if it issues a report stating that it had conducted its audit
in accordance with PCAOB Standards when it had not. See In re Andrew Sims, CPA, Rel.
No.34-59584, AAER No. 2950 (Mar. 17, 2009).

39. DNTW issued an audit report on Subaye’s 2010 financial statements stating that it
had conducted its audit in accordance with PCAOB Standards. DNTW’s audit, however, was not
conducted in accordance with PCAOB Standards. As such, DNTW directly violated Rule 2-
02(b)(1) of Regulation S-X. Bryce Walker, as engagement partner, and Spence Walker, as file
quality review partner, should have known that DNTW had not conducted its audit in accordance
with PCAOB Standards. Accordingly, Bryce Walker and Spence Walker caused DNTW’s
violation of Rule 2-02(b)(1).