UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 11212 / July 18, 2023

SECURITIES EXCHANGE ACT OF 1934

Release No. 97940 / July 18, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4431 / July 18, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21532

In the Matter of

KEVIN R. HARRIS, CPA, 

Respondent.

ORDER INSTITUTING PUBLIC

ADMINISTRATIVE PROCEEDINGS

PURSUANT TO RULE 102(e) OF THE 

COMMISSION’S RULES OF PRACTICE, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative proceedings be, and hereby are, instituted against Kevin 

R. Harris (“Respondent” or “Harris”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 

Practice.1 

1 Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without preliminary hearing, 

may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 

been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 

or her misconduct in an action brought by the Commission, from violating or aiding and abetting 

the violation of any provision of the Federal securities laws or of the rules and regulations 

thereunder.
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II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 

consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 

102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 

Sanctions (“Order”), as set forth below. 

III.

On the basis of this Order and Respondent’s Offer, the Commission finds that: 

1. Harris, age 54, is and has been a certified public accountant licensed to practice in 

the State of California. He served as interim, contract CFO of MusclePharm Corp. from November 

2017 through March 2020.

2. MusclePharm was, at all relevant times, a Nevada corporation with its principal 

place of business in Los Angeles, California or Las Vegas, Nevada. MusclePharm was engaged in 

the business of developing, marketing, and distributing branded nutritional supplements. At all 

relevant times, MusclePharm’s common stock was registered with the Commission pursuant to 

Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”), and traded on the OTC 

Link under the symbol “MSLP.”

3. On June 27, 2023, the Commission filed a complaint against Harris in SEC v. 

Casutto, et al. (Civil Action No. 2:23-cv-05104-MCS-RAO). On July 6, 2023, the court entered an 

order permanently enjoining Harris, by consent, from future violations of Sections 17(a)(2) and 

17(a)(3) of the Securities Act of 1933 (the “Securities Act”), Section 14(a) of the Exchange Act, 

and Rules 13b2-1, 14a-3, and 14a-9 thereunder, and aiding and abetting violations of 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 13a-15 thereunder. Harris was also ordered to pay a $50,000 civil money penalty.

4. The Commission’s complaint alleged, among other things, that, while Harris was 

engaged at MusclePharm, it (i) filed materially false and misleading financial statements in the 

company’s annual report on Form 10-K for the fiscal year ended December 31, 2017, and in the 

company’s quarterly reports on Form 10-Q for the first three quarters of fiscal year 2018; and

(ii) recorded materially false information in its books and records in preparation for filing its 

annual report on Form 10-K for the fiscal year ended December 31, 2018. Specifically, the 

complaint alleged that Harris engaged in certain improper accounting practices that resulted in a 

material overstatement of MusclePharm’s annual and quarterly revenue contrary to generally 

accepted accounting principles. These practices included, among other things, (i) prematurely 

recognizing revenue for orders before they were shipped to customers, (ii) prematurely 
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recognizing revenue for orders upon shipment instead of after delivery and acceptance as 

required by certain customer contracts, and (iii) misclassifying customer credits as advertising 

expenses instead of reduction to revenue. In addition, the complaint alleged that Harris failed to 

ensure that MusclePharm devised and maintained a system of internal accounting controls and 

accurately disclosed certain perquisites paid to its named executive officers. 

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanction agreed to in Respondent Harris’s Offer.

Accordingly, it is hereby ORDERED, effective immediately, that:

A. Harris is suspended from appearing or practicing before the Commission as an 

accountant. 

B. After three (3) years from the date of the Order, Respondent may request that the 

Commission consider Respondent’s reinstatement by submitting an application to the attention of 

the Office of the Chief Accountant.

C. In support of any application for reinstatement to appear and practice before the 

Commission as 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, other than as a member 

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

shall submit a written statement attesting to an undertaking to have Respondent’s work reviewed 

by the independent audit committee of any public company for which Respondent works or in 

some other manner acceptable to the Commission, as long as Respondent practices before the 

Commission in this capacity and will comply with any Commission or other requirements related 

to the appearance and practice before the Commission as an accountant.

D. In support of any application for reinstatement to appear and practice before the 

Commission as a member of an audit committee, as that term is defined in Section 3(a)(58) of the 

Exchange Act, as a preparer or reviewer, or as a person responsible for the preparation or review, 

of any public company’s financial statements that are filed with the Commission, Respondent shall 

submit a statement prepared by the audit committee(s) with which Respondent will be associated,

including the following information:

1. A summary of the responsibilities and duties of the specific audit committee(s)

with which Respondent will be associated;

2. A description of Respondent’s role on the specific audit committee(s) with 

which Respondent will be associated;

3. A description of any policies, procedures, or controls designed to mitigate any 

potential risk to the Commission by such service; 
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4. A description relating to the necessity of Respondent’s service on the specific 

audit committee; and

5. A statement noting whether Respondent will be able to act unilaterally on behalf 

of the Audit Committee as a whole. 

E. In support of any application for reinstatement to appear and practice before the 

Commission as an independent accountant (auditor) before the Commission, Respondent must be 

associated with a public accounting firm registered with the Public Company Accounting 

Oversight Board (the “PCAOB”) and Respondent shall submit the following additional 

information:

1. A statement from the public accounting firm (the “Firm”) with which 

Respondent is associated, stating that the firm is registered with the PCAOB in 

accordance with the Sarbanes-Oxley Act of 2002;

2. A statement from the Firm with which the Respondent is associated that the 

Firm has been inspected by the PCAOB and that the PCAOB did not identify 

any criticisms of or potential defects in the Firm’s quality control system that 

would indicate that Respondent will not receive appropriate supervision; and

3. A statement from Respondent indicating that the PCAOB has taken no 

disciplinary actions against Respondent since seven (7) years prior to the date of 

the Order other than for the conduct that was the basis for the Order.

F. In support of any application for reinstatement, Respondent shall provide 

documentation showing that Respondent is currently licensed as a certified public accountant 

(“CPA”) and that Respondent has resolved all other disciplinary issues with any applicable state 

boards of accountancy. If Respondent is not currently licensed as a CPA, Respondent shall provide 

documentation showing that Respondent’s licensure is dependent upon reinstatement by the 

Commission. 

G. In support of any application for reinstatement, Respondent shall also submit a 

signed affidavit truthfully stating, under penalty of perjury: 

1. That Respondent has complied with the Commission suspension Order, and 

with any related orders and undertakings, including any orders in SEC v.

Casutto, et al. proceeding or any related Commission proceedings, including 

any orders requiring payment of disgorgement or penalties;

2. That Respondent undertakes to notify the Commission immediately in 

writing if any information submitted in support of the application for 

reinstatement becomes materially false or misleading or otherwise changes 

in any material way while the application is pending;
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3. That Respondent, since the entry of the Order, has not been convicted of a 

felony or a misdemeanor involving moral turpitude that would constitute a 

basis for a forthwith suspension from appearing or practicing before the 

Commission pursuant to Rule 102(e)(2); 

4. That Respondent, since the entry of the Order:

a. has not been charged with a felony or a misdemeanor involving moral 

turpitude as set forth in Rule 102(e)(2) of the Commission’s Rules of 

Practice, except for any charge concerning the conduct that was the 

basis for the Order;

b. has not been found by the Commission or a court of the United States to 

have committed a violation of the federal securities laws, and has not 

been enjoined from violating the federal securities laws, except for any 

finding or injunction concerning the conduct that was the basis for the 

Order; 

c. has not been charged by the Commission or the United States with a 

violation of the federal securities laws, except for any charge concerning 

the conduct that was the basis for the Order;

d. has not been found by a court of the United States (or any agency of the 

United States) or any state, territory, district, commonwealth, or 

possession, or any bar thereof to have committed an offense (civil or 

criminal) involving moral turpitude, except for any finding concerning 

the conduct that was the basis for the Order; and

e. has not been charged by the United States (or any agency of the United 

States) or any state, territory, district, commonwealth, or possession, 

civilly or criminally, with having committed an act of moral turpitude, 

except for any charge concerning the conduct that was the basis for the 

Order.

5. That Respondent’s conduct is not at issue in any pending investigation of

the Commission’s Division of Enforcement, the PCAOB’s Division of 

Enforcement and Investigations, any criminal law enforcement 

investigation, or any pending proceeding of a State Board of Accountancy, 

except to the extent that such conduct concerns that which was the basis 

for the Order.

6. That Respondent has complied with any and all orders, undertakings, or 

other remedial, disciplinary, or punitive sanctions resulting from any action 

taken by any State Board of Accountancy, or other regulatory body.
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H. Respondent shall also provide a detailed description of:

1. Respondent’s professional history since the imposition of the Order, including 

(a) all job titles, responsibilities and role at any employer;

(b) the identification and description of any work performed for entities 

regulated by the Commission, and the persons to whom Respondent reported for 

such work; and

2. Respondent’s plans for any future appearance or practice before the 

Commission.

I. The Commission may conduct its own investigation to determine if the foregoing 

attestations are accurate.

J. If Respondent provides the documentation and attestations required in this Order

and the Commission (1) discovers no contrary information therein, and (2) determines that 

Respondent truthfully and accurately attested to each of the items required in Respondent’s

affidavit, and the Commission discovers no information, including under Paragraph I, indicating 

that Respondent has violated a federal securities law, rule or regulation or rule of professional 

conduct applicable to Respondent since entry of the Order (other than by conduct underlying 

Respondent’s original Rule 102(e) suspension), then, unless the Commission determines that 

reinstatement would not be in the public interest, the Commission shall reinstate the respondent for 

cause shown.

K. If Respondent is not able to provide the documentation and truthful and accurate 

attestations required in this Order or if the Commission has discovered contrary information, 

including under Paragraph I, the burden shall be on the Respondent to provide an explanation as to 

the facts and circumstances pertaining to the matter setting forth why Respondent believes cause 

for reinstatement nonetheless exists and reinstatement would not be contrary to the public interest. 

The Commission may then, in its discretion, reinstate the Respondent for cause shown. 

L. If the Commission declines to reinstate Respondent pursuant to Paragraphs J and K, 

it may, at Respondent’s request, hold a hearing to determine whether cause has been shown to 

permit Respondent to resume appearing and practicing before the Commission as an accountant.

By the Commission.

Vanessa A. Countryman

Secretary