UNITED STATES OF AMERICA
                                     Before the
                         SECURITIES AND EXCHANGE COMMISSION

     Securities Exchange Act of 1934
     Release No. 41038 / February 10, 1999

     Accounting and Auditing Enforcement
     Release No.  1107 / February 10,  1999

     Administrative Proceeding
     File No.  3-9825

     ______________________________
	                            :
     In the Matter of               :
                                    :   ORDER INSTITUTING PROCEEDINGS
                                    :   PURSUANT TO RULE 102(e) OF THE
     MIGUEL A. CABRERA., JR., CPA,  :   COMMISSIONS RULES OF PRACTICE
     and M.A. CABRERA & CO., P.A.   :   AND FINDINGS AND ORDER OF
                                    :   THE COMMISSION
                                    :
               Respondents.         :
                                    :
                                    :

                                         I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that proceedings be, and they hereby
     are, instituted pursuant to Rule 102(e)[1] of the Commission's Rules of
     Practice with regard to Miguel A. Cabrera, Jr. and M.A. Cabrera & Co., P.A.

          Accordingly, IT IS HEREBY ORDERED that said proceedings be, and hereby
     are, instituted.

                                            II.

          Miguel A. Cabrera, Jr. ("Cabrera") and M.A. Cabrera & Co., P.A.
     ("Cabrera & Co.") (collectively "Respondents") have submitted Offers of
     Settlement ("Offers") to the Commission in which Respondents, prior to a
     hearing pursuant to the Commission's Rules of Practice, 17 C.F.R.  201.1
     et seq., and without admitting or denying any of the Findings of this Order
     Instituting Proceedings Pursuant to Rule 102(e) of the Commission's Rules
     of Practice and Findings and Order of the Commission ("Order"), except that
     Respondents admit the jurisdiction of the Commission with respect to the
     matters set forth herein, solely for purposes of these proceedings and any
     other proceedings brought by or on behalf of the Commission or in which the
     Commission is a party, consent to the issuance of the Order. Based upon the
     foregoing, the Commission deems it appropriate and in the public interest
     to accept the Respondents' Offers and to impose the sanctions consented to
     therein.

                                        III.

          The Commission makes the following findings:

          A.   SUMMARY

               This case involves the audits by Cabrera & Co. of the financial
     statements of Madison Group Associates, Ltd. ("Madison Group" or "the
     Company") for the fiscal years ended September 30, 1992 and 1993, which
     Madison Group included in Annual Reports on Form 10-K that it filed with
     the Commission on March 5, 1993 and January 21, 1994, respectively. Cabrera
     & Co. improperly issued reports on Madison Group's financial statements for
     the above periods stating that it had conducted the audits in accordance
     with generally accepted auditing standards ("GAAS") and that the financial
     statements were presented in conformity with generally accepted accounting
     principles ("GAAP"). Cabrera performed or supervised substantially all of
     the audit procedures involved in these audits.

          As set forth below, the Staff alleges (a) that the Madison Group
     financial statements contained misrepresentations of material fact
     concerning certain of the assets on its balance sheets, and (b) that
     Respondents failed to conduct the audits of those financial statements in
     accordance with GAAS and therefore should not have issued the reports that
     were issued.

          B. RESPONDENTS

          1.   Miguel A. Cabrera, Jr. is a certified public accountant licensed
     in the State of Florida. He has practiced before the Commission within the
     meaning of Rule 102(e) of the Commission's Rules of Practice in connection
     with the audits by M.A. Cabrera & Co. of Madison Group's financial
     statements for the fiscal years ended September 30, 1992 and 1993.

          2.   M.A. Cabrera & Co., P.A. is a Florida professional association.
     It is, and at all relevant times was, partially owned by Cabrera. M.A.
     Cabrera & Co. served as Madison Group's independent accountant for the
     fiscal years ended September 30, 1992 and 1993.  During its fiscal year
     1994, Madison Group terminated M.A. Cabrera & Co. as its auditor.

          C. FACTS

          1. Madison Group's Financial Statements Did Not Comply with GAAP.

          On March 5, 1993, Madison Group filed an Annual Report on Form 10-K
     with the Commission, which contained, among other things, audited financial
     statements as of September 30, 1992 and 1991 and for the fiscal years then
     ended. Madison Group reported in its 1992 financial statements total assets
     of $34.4 million, representing a 422% increase over total assets reported
     in the Company's 1991 financial statements. The purported increase of the
     Company's assets, resulting principally from acquisitions of media
     properties and mortgage notes receivable, was false because the cost of the
     media properties was materially overstated and because the Company did not
     own the mortgage notes receivable. Madison Group again reported the media
     properties and mortgage notes receivable at the same amounts in its 1993
     financial statements, which the Company included in its Form 10-K filed
     with the Commission on January 21, 1994.

               a. Madison Group valued the media assets based on unrealistic
               appraisals.

          Madison Group's largest asset was an inventory of media products,
     consisting of three entertainment libraries of country and gospel music
     videos, special effects programming, and taped interviews of sports and
     entertainment personalities. In 1991, Madison Group acquired its first
     media library in exchange for 20,000 shares of its newly issued preferred
     stock and recorded the library at $4 million. In June 1992, Madison Group
     acquired two other media libraries and recorded these two libraries at
     $25.5 million. Madison Group acquired the two libraries in exchange for
     64,000 shares of convertible preferred stock, 15,000 shares of its common
     stock, and a promissory note having a principal amount of $150, 000.[2]

          Madison Group used independent appraisal reports prepared by a single
     appraisal firm to assign values to the media library acquired in 1991 and
     the first of the two media libraries acquired in 1992. These appraisal
     reports purportedly established the fair values of the media assets. To
     record the second media library acquired in 1992, Madison Group purportedly
     used a preliminary fair value estimate of $16.5 million provided to the
     Company by the same appraisal firm because the appraisers had not completed
     an appraisal of the assets.

          In valuing the assets, the appraisers relied on estimates and
     assumptions about future sales of the media programming that were
     unrealistic and not attainable by the Company. Madison Group had no current
     or historical sales to support the estimates and assumptions made by the
     appraisers, and the Company had no realistic way of attaining or reaching
     the levels of market penetration and revenue production reflected in the
     appraisal reports. In addition to being new to the industry, the Company
     did not have the working capital necessary to compile, market, and
     syndicate the programming.[3] Thus, the appraisal reports were inadequate
     evidence of the values ascribed to the media libraries.

          The notes to the financial statements in both years disclosed that the
     company had not yet generated any revenues from the media products and that
     its ability to do so was dependent on its ability to secure necessary
     financing, and the company's 1993 MD&A section disclosed the need to sell
     securities to generate the capital to meet its business plan.

          An asset received by an entity in exchange for stock generally should
     be recorded at the fair value of the asset, that is, the amount of cash the
     asset would bring in a sale to an unrelated party. If such a value cannot
     be determined objectively and reliably and the future cash flows that may
     be generated by the asset itself are uncertain, then the asset should be
     recorded at a nominal value. In this instance, Madison Group did not
     acquire the media assets for cash, and the Company did not have the
     financial wherewithal to fulfill the assumptions in the appraisals. Madison
     Group should, therefore, have recorded the media assets at a nominal
     value.[4]

                    b. Madison Group did not own the mortgage notes receivable.

          Madison Group's fiscal year 1992 and 1993 financial statements
     additionally were not in conformity with GAAP because the Company did not
     have a valid claim to the $3.8 million mortgage notes receivable. The
     Company disclosed in its fiscal year 1992 and 1993 financial statements and
     notes thereto and elsewhere in its 1992 and 1993 Forms 10-K that it had
     acquired the mortgage notes, which had a face amount of $11,875,000, in
     June 1992 in exchange for 6,764,410 shares of its common stock. In
     actuality, the parties never consummated the transaction because Madison
     Group never issued its stock or provided any other consideration in
     exchange for the notes. Therefore, the Company should not have reported the
     mortgage notes receivable as assets in its balance sheet.[5]

          2.   Respondents Engaged in Improper Professional Conduct.

          Prior to accepting the audit engagement for Madison Group's 1992
     financial statements and continuing throughout their audits of the
     Company's 1992 and 1993 financial statements, Respondents engaged in a
     pattern of improper professional conduct, which led to (1) their having
     failed to audit the Company's 1992 and 1993 financial statements in
     accordance with GAAS and (2) their having issued unqualified audit reports
     on the Company's 1992 and 1993 financial statements when they should have
     qualified or disclaimed an opinion.

               a. Respondents failed to make reasonable inquiries of the
               predecessor auditor.

          Respondents engaged in improper professional conduct when they failed
     to make reasonable inquiries of the predecessor auditor prior to and during
     their audit of Madison Group's 1992 financial statements. American
     Institute of Certified Public Accountants, Statement on Auditing Standards
     ("SAS"), No. 7, "Communications Between Predecessor and Successor Auditor",
     1975, codified as AU Section 315A.08. Had they made such inquiries,
     Respondents would have learned that the predecessor auditor had determined,
     during his 1992 audit procedures, that Madison Group needed to have the
     media assets re-evaluated by an independent specialist.[6] The predecessor
     auditor had concluded that the independent appraisal reports held by the
     Company did not constitute sufficient competent evidential matter to
     support the recorded amounts of media assets because the Company was unable
     to provide him with any evidence of revenues generated by the assets and
     because the assets had continued to be nonproductive. Respondents, however,
     accepted those same independent appraisal reports as their principal source
     of audit evidence to support the media assets in the 1992 audit. Moreover,
     Respondents accepted a preliminary estimate of the fair value of the
     Company's largest media library because the appraisers had not completed an
     appraisal of the library, which accounted for more than half of the
     Company's reported assets at fiscal year end 1992. No final appraisal
     report ever was issued by the appraiser.

          Had they made reasonable inquiries of the predecessor auditor prior to
     or during his 1992 audit, Respondents would additionally have learned that
     the acquisition and ownership of the mortgage notes receivable required
     further investigation. The predecessor auditor had learned from a third
     party that second mortgages on approximately 70 farm properties serving as
     collateral to Madison Group's mortgage notes receivable were not valid.

          Respondents' improper professional conduct continued into their audit
     of Madison Group's 1993 financial statements when they learned from Madison
     Group's management of the predecessor auditor's concerns regarding the
     valuation of the media assets and ownership of the mortgage notes
     receivable relating to the 1992 financial statements. They learned that the
     predecessor auditor would not reissue his audit report on the Company's
     1991 financial statements until he had performed additional audit tests and
     had obtained sufficient audit evidence to support the recorded amounts of
     media libraries in the 1991 financial statements.

          The import of these communications should have caused Respondents to
     conclude that there was a high degree of intrinsic audit risk and reassess
     the scope of their 1993 audit procedures. The communications should
     additionally have caused Respondents to question whether the 1992 financial
     statements, on which they had rendered an unqualified audit report with a
     supplementary explanatory paragraph, were free of material misstatement and
     presented in conformity with GAAP. Respondents, however, neither contacted
     the predecessor auditor about these matters nor did they require the
     Company to have the media assets reevaluated by a specialist or otherwise
     obtain more persuasive evidence to support the reported amounts of media
     assets in the 1993 financial statements. Instead, Respondents accepted the
     same fair value estimates for the media assets made by the appraisers in
     the two prior fiscal years -- even though Madison Group had never generated
     any revenues from the assets. SAS No. 53, "The Auditor's Responsibility to
     Detect and Report Errors and Irregularities", 1988, codified as AU Section
     312.17, states that "...higher risk may cause the auditor to expand the
     extent of procedures applied, ...or modify the nature of procedures to
     obtain more persuasive evidence."

               b. Respondents failed to obtain sufficient competent evidential
               matter.

                                        (i). Improper reliance on a specialist.

          Respondents relied on the appraisal reports as their principal source
     of audit evidence to support the value of the media assets without having-
     first determined whether they could rely on the qualifications and work of
     the appraisers. SAS No. 11, "Using the Work of a Specialist", 1975,
     codified as AU Section 336.08, states that the auditor should consider the
     specialist's experience in the type of work under consideration. In this
     instance, the appraisers specialized in real estate valuations and had no
     experience in valuing media properties.

          SAS No. 11, codified as AU Section 336.12, states that prior to using
     the findings of the specialist, the auditor should understand the methods
     and assumptions used by the specialist and evaluate whether the
     specialist's findings support the related assertions in the financial
     statements. Respondents failed to properly evaluate whether use of the
     appraisals was appropriate audit evidence. For example, the appraisal
     reports contained revenue and cash flow projections, but Respondents failed
     to determine whether there had been sufficient verifiable revenues
     generated from the media properties to support the projections. Had they
     made inquiry of management, the prior owners of the libraries, or the
     predecessor auditor, Respondents may have learned that there had not been
     sufficient revenues.

          Respondents should have questioned the appropriateness of the
     assumptions used by the specialist because Madison Group did not have the
     financial wherewithal to support the assumptions. The appraiser assumed
     that the principal source of revenues to be generated from the libraries
     would come from Madison Group's sales of advertising time that it might
     receive from cable television stations during the airing of programs. The
     appraiser did not take into account the fact that Madison Group had no
     experience in this area and, in fact, had made no sales of advertising
     time.

                    (ii). Mortgage notes receivable

          Respondents failed to obtain sufficient competent evidential matter to
     support the valuation and ownership rights of the mortgage notes
     receivable. Madison Group purportedly acquired the mortgage notes
     receivable through a complicated series of transactions with a Turks and
     Caicos Trust. Respondents relied upon a written confirmation from the Trust
     of its indebtedness to Madison Group to audit the mortgage notes receivable
     for 1992. However, Respondents did not attempt to corroborate Madison Group
     management's assertion that Madison Group had issued 6,764,410 shares of
     its common stock to the Trust, nor did they obtain evidence demonstrating
     that the Trust had the financial resources to make installment payments on
     the mortgage notes. Moreover, because Respondents did not make reasonable
     inquiries of the predecessor auditor, they did not learn that the
     predecessor auditor had sought further evidence concerning the purported
     acquisition.

          While conducting the audit for 1993, Respondents learned that the
     predecessor auditor had concerns about the valuation and ownership of the
     mortgage notes receivable going back to the 1992 financial statements.
     Also, during their 1993 audit, Respondents became aware that the mortgage
     notes were in default and that Madison Group had referred the notes to a
     third party for collection. Notwithstanding learning these facts,
     Respondents did not perform any audit procedures during the 1993 audit to
     substantiate the valuation of the notes. Respondents only obtained
     representations from management that collection efforts were being made.
     However, under GAAS, representations from management cannot substitute for
     the application of auditing procedures necessary to afford a reasonable
     basis for the opinion on the financial statements. SAS No. 19, "Client
     Representations", 1977, codified as AU Section 333A.02.

                c. Respondents failed to qualify or disclaim an opinion on the
                   financial statements.

          Respondents did not adhere to the GAAS standards of reporting when
     they rendered unqualified audit reports without having formed such opinions
     on the basis of a GAAS audit. SAS No. 58, "Reports on Audited Financial
     Statements", 1988, codified as AU Section 508.31, states that if the
     auditor has not obtained sufficient competent evidential matter to support
     management's assertions about the nature of a matter involving an
     uncertainty and its presentation or disclosure in the financial statements,
     he should consider the need to express a qualified opinion or to disclaim
     an opinion because of a scope limitation. Respondents failed to verify the
     appropriate value of the media assets and any impairment of that amount
     before rendering the audit reports.

          Respondents, additionally, failed to obtain sufficient competent
     evidential matter to support the valuation and ownership rights of the
     mortgage notes receivable, which Madison Group did not own.

          In both years, Respondents issued reports that contained unqualified
     opinions as to the conformity of the financial statements with GAAP. The
     reports also contained supplementary "explanatory" paragraphs. The
     explanatory paragraph in the 1992 report stated that the company was in the
     process of developing plans to generate revenues from its media products,
     and that there was no assurance of its ability to market the products. The
     explanatory paragraph in the 1993 report repeated the above statements,
     disclosed that the mortgage note receivable was in default, referred to the
     company's significant negative working capital, and disclosed that the
     company was in default on various notes. It concluded that there would be
     substantial doubt about the company's ability to continue as a going
     concern if it were unable to generate revenues from its media products,
     realize proceeds from the mortgage note receivable, or reach agreement with
     its creditors and obtain other sources of financing. However, by not
     qualifying their audit reports as to GAAP, Respondents enabled Madison
     Group to report assets that were materially overstated or worthless.
     Auditors may not substitute such reservations in their reports for
     determining appropriate asset valuations.

          D. LEGAL ANALYSIS

                   Respondents Engaged in Improper Professional Conduct
          for Purposes of Rule 102(e) of the Commission's Rules of Practice.

               The audits performed by Respondents of Madison Group's 1992 and 1993
     financial statements did not meet applicable GAAS standards, nor did the
     financial statements reflect the proper application of GAAP. Respondents
     failed to comply with the first standard and third standards of field work,
     which require them to adequately plan the audit and to obtain sufficient
     competent evidential matter through inspection, observation, inquiries, and
     confirmations to afford a reasonable basis for their opinion regarding the
     financial statements of the Company. SAS No. 1, Section 150, "Generally
     Accepted Auditing Standards", 1972, codified as AU Section 150.02. Rather
     than plan the engagement and execute audit procedures with the professional
     skepticism necessary to obtain more persuasive evidence sufficient to
     support Madison Group's reported assets, Respondents based their audit
     reports principally on unreasonable and unsubstantiated estimates of the
     fair value of Madison Group's principal assets by independent appraisers
     and on the uncorroborated representations of Madison Group's management
     regarding the mortgage notes receivable. Oral or written representations
     from management are not a substitute for the application of those auditing
     procedures necessary to afford a reasonable basis for an opinion on the
     financial statements. SAS No. 19, "Client Representations", 1977, codified
     as AU Section 333.02. Moreover, Respondents should not have accepted the
     appraisers' valuations because the assumptions used by the appraisers
     clearly were inappropriate in that Madison Group did not have the financial
     wherewithal to support the assumptions.

          Respondents engaged in improper professional conduct because they
     rendered unqualified audit reports without having formed their opinions on
     the basis of audits conducted in accordance with GAAS. SAS No. 58, codified
     as AU Section 508.17. While Respondents reported the existence of the
     substantial uncertainties existing in respect of the company's ability to
     realize its principal reported assets in explanatory paragraphs in their
     audit reports, and while the company's own disclosures revealed its
     inability, absent changed circumstances, to recover or realize the carrying
     value of these assets, these disclosures were not sufficient. Respondents
     should either have utilized additional procedures to determine the
     appropriate carrying values of the assets, including the extent of any
     impairment, before they opined on the financial statements, or, failing
     satisfactory additional audit evidence, should not have rendered
     unqualified reports.

                                        IV.

          Based upon the foregoing, the Commission deems it appropriate and in
     the public interest to accept the Offers of Settlement submitted by the
     Respondents and accordingly,

               IT IS HEREBY ORDERED, effective immediately, that:

          1.   Respondents Miguel A. Cabrera, Jr. and M.A. Cabrera & Co., P.A.
               are denied the privilege of appearing or practicing before the
               Commission as accountants.

          2.   Three years from the date of this Order, Miguel A. Cabrera,
               Jr. orM.A. Cabrera & Co., P.A. may apply to the Commission
               by submitting                                          an
               application to the Office of the Chief Accountant which
               requests that he or they be permitted to resume appearing or
               practicing before the Commission as:

               a.    a preparer or reviewer, or a person responsible for the
                  preparation or review, of financial statements of a public
                  company to be filed with the Commission upon submission of an
                  application satisfactory to the Commission in which he
                  undertakes that, in his practice before the Commission, his
                  work will be reviewed by the independent audit committee of
                  the company for which he works or in some other manner
                  acceptable to the Commission;

               b.   an independent accountant upon submission of an
                  application containing a showing satisfactory to the
                  Commission that:

               (1.) Miguel A. Cabrera, Jr. or M.A. Cabrera & Co., P.A., or any
               firm with which Miguel A. Cabrera, Jr. is or becomes associated
               in any capacity, is and will remain a member of the SEC Practice
               Section of the American Institute of Certified Public Accountants
               Division for CPA Firms ("SEC Practice Section") as long as he or
               they appear or practice before the Commission as independent
               accountants;

               (2.) Miguel A. Cabrera, Jr. or the firm has received an
               unqualified report relating to his or the firm's most recent peer
               review conducted in accordance with the guidelines adopted by the
               SEC Practice Section; and

               (3.) Miguel A. Cabrera, Jr. or the firm will comply with all
               applicable SEC Practice Section requirements, including all
               requirements for periodic peer reviews, concurring partner
               reviews, and continuing professional education, as long as he or
               they appear or practice before the Commission as independent
               accountants.

               c. The Commission's review of any request or application by
               Respondents to resume appearing or practicing before the
               Commission may include consideration of, in addition to the
               matters referenced above, any other matters relating to
               Respondents' character, integrity, professional conduct, or
               qualifications to appear or practice before the Commission.

                                     By the Commission.

                                      Jonathan G. Katz
                                      Secretary

     **FOOTNOTES**

      [1]:  Rule 102(e) of the Commission's Rules of Practice provides, in pertinent part, that
      the Commission may deny, temporarily or permanently, the privilege of appearing or
      practicing before it in any way to any person who is found by the Commission: "... (ii) to
      be lacking in character or integrity or to have engaged in unethical or improper
      professional conduct..."

      [2]:  The financial statements showed negative working capital of $1.5 million as of
      September 30, 1992 and $2.3 million at September 30, 1993. Madison Group showed a loss of
      $868,000 in fiscal year 1992 and $3.1 million in fiscal year 1993, and only nominal
      operating revenues.

      [3]: Moreover, shortly after commencing the audit of Madison Group's 1992 financial
      statements, the predecessor auditor resigned because, among other things, he could not
      obtain sufficient evidence to support the appraised value of the media assets acquired in
      1991 and 1992.

      [4]:  In January 1995, Madison Group determined that it had, in prior periods, improperly
      accounted for the media assets at their appraised fair values and restated its 1992 and
      1993 financial statements in its 1994 Form 10-K filed with the Commission to correct for
      "...errors in the application of accounting principles." Madison Group restated the
      carrying amount of media assets from $30.1 million to $1.4 million as of September 30,
      1992.

      [5]:  Madison Group also restated its 1992 and 1993 financial statements to eliminate the
      mortgage notes receivable from its balance sheets. The Company described the restatements
      in the Form 10-K as the "...correction of an error resulting from oversight in the use of
      facts in recording the acquisition of the notes."

      [6]:  The predecessor auditor resigned on January 12, 1993, shortly after commencing his
      audit of Madison Group's financial statements as of September 30, 1992 and for the year
      then ended. Cabrera & Co. was engaged by Madison Group on or about January 25, 1993 to
      audit the Company's fiscal year 1992 financial statements.