UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99492 / February 8, 2024

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4488 / February 8, 2024

ADMINISTRATIVE PROCEEDING 

File No. 3-18344

In the Matter of 

JUSTIN SAMUEL 

CARY, CPA

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CORRECTED ORDER GRANTING APPLICATION 

FOR REINSTATEMENT TO APPEAR AND 

PRACTICE BEFORE THE COMMISSION AS AN 

ACCOUNTANT RESPONSIBLE FOR THE 

PREPARATION OR REVIEW OF FINANCIAL 

STATEMENTS REQUIRED TO BE FILED WITH 

THE COMMISSION OTHER THAN AS A MEMBER 

OF AN AUDIT COMMITTEE

On January 19, 2018, the Commission issued a consented Order Instituting Public 

Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, 

Making Findings and Imposing Remedial Sanctions (the “Suspension Order”) against 

Respondent Justin Samuel Cary, CPA.

1 The Suspension Order denied Cary the privilege of

appearing or practicing before the Commission as an accountant but permitted him, after five

years from the date of the Suspension Order and if certain conditions were met, to request that 

the Commission consider his reinstatement to resume appearing or practicing before the 

Commission as (1) a preparer or reviewer, or a person responsible for the preparation or review, 

of financial statements that are required to be filed with the Commission other than as a member 

of an audit committee, as that term is defined in Section 3(a)(58) of the Securities Exchange Act 

of 1934 (“Exchange Act”); (2) a preparer or reviewer, or a person responsible for the preparation

or review, of financial statements that are required to be filed with the Commission as a member 

of an audit committee, as that term is defined in Section 3(a)(58) of the Exchange Act; or (3) an 

independent accountant.

This order is issued in response to Cary’s application for reinstatement to appear and 

practice before the Commission as an accountant responsible for the preparation or review of 

financial statements required to be filed with the Commission, other than as a member of an 

audit committee.

1 See Accounting and Auditing Enforcement Release No. 3917, dated January 19, 2018.
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In the Suspension Order, the Commission found that Cary had been permanently 

enjoined from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. 

In the underlying civil injunctive action before the United States District Court for the Central 

District of California, the Commission alleged that Cary engaged in insider trading in the stock 

of Adaptive Medias, Inc. in advance of the company’s February 1, 2016 announcement of an

offer from a rival advertising technology firm to acquire it in a cash-for-stock transaction at a 

steep premium to Adaptive Medias’ prevailing market price. The Commission further alleged 

that after Adaptive Medias issued a press release announcing the acquisition offer, Cary sold his 

stock and netted a profit of $8,140.25 on his original $2,880.00 investment.

Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 

reinstatement and provides that the Commission may reinstate the privilege to appear and 

practice before the Commission “for good cause shown,”2 which determination is necessarily 

highly fact specific.

Cary has shown good cause for reinstatement and has met the conditions set forth in the 

Suspension Order to be reinstated to appear and practice before the Commission as a person

responsible for the preparation or review of financial statements required to be filed with the 

Commission, other than as a member of an audit committee. In his capacity as a person 

responsible for the preparation or review of financial statements required to be filed with the 

Commission, other than as a member of an audit committee, Cary attests that he will have his

work reviewed by the independent audit committee of any company for which he works, or in 

some other manner acceptable to the Commission, while practicing before the Commission in 

this capacity. 

Cary is not, at this time, seeking to appear or practice before the Commission as a person 

responsible for the preparation or review of financial statements required to be filed with the 

Commission as a member of an audit committee or as an independent accountant. If, in the 

future, Cary should wish to resume appearing and practicing before the Commission in such a 

capacity, he will be required to submit an application to the Commission showing, among other 

things, that he has complied and will comply with the terms of the Suspension Order. 

On the basis of information supplied, representations made, and undertakings agreed to 

by Cary, and for the reasons stated immediately above, it appears that he has complied with the 

terms of the Suspension Order denying him the privilege of appearing or practicing before the 

Commission as an accountant. No information has come to the attention of the Commission 

relating to his character, integrity, professional conduct, or qualifications to practice before the 

Commission that would be a basis for adverse action against him pursuant to Rule 102(e) of the

2 Rule 102(e)(5)(i) provides:

“[a]n application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or 

(e)(3) of this rule may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 

hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 

by the Commission for good cause shown.” 17 C.F.R. § 201.102(e)(5)(i).
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Commission's Rules of Practice. As a result, Cary has shown good cause for reinstatement. 

Therefore, it is accordingly,

ORDERED pursuant to Rule 102(e)(5)(i) of the Commission’s Rules of Practice that 

Justin Samuel Cary, CPA is hereby reinstated to appear and practice before the Commission as 

an accountant responsible for the preparation or review of financial statements required to be 

filed with the Commission, other than as a member of an audit committee.

By the Commission.

Vanessa A. Countryman

Secretary