UNITED STATES OF AMERICA

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SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 105184 / April 8, 2026

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4589 / April 8, 2026

ADMINISTRATIVE PROCEEDING

File No. 3-22624

In the Matter of

Francis Decker,

CPA,

Respondent.

ORDER INSTITUTING PUBLIC

ADMINISTRATIVE PROCEEDINGS

PURSUANT TO SECTION 4C OF THE

SECURITIES EXCHANGE ACT OF 1934 AND

RULE 102(e) OF THE COMMISSION’S RULES

OF PRACTICE, MAKING FINDINGS, AND

IMPOSING REMEDIAL SANCTIONS

The Securities and Exchange Commission (“Commission”) deems it appropriate that public

administrative proceedings be, and hereby are, instituted against Francis Decker (“Respondent” or

“Decker”) pursuant to Section 4C 1 of the Securities Exchange Act of 1934 (“Exchange Act”) and

Rule 102(e) of the Commission’s Rules of Practice. 2

Section 4C provides, in relevant part, that:

The Commission may censure any person, or deny, temporarily or permanently,

to any person the privilege of appearing or practicing before the Commission in

any way, if that person is found . . . (1) not to possess the requisite qualifications

to represent others; (2) to be lacking in character or integrity, or to have engaged

in unethical or improper professional conduct; or (3) to have willfully violated, or

willfully aided and abetted the violation of, any provision of the securities laws or

the rules and regulations issued thereunder.

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

The Commission may . . . deny, temporarily or permanently, the privilege of

appearing or practicing before it . . . to any person who is found . . . to have

engaged in unethical or improper professional conduct.

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, which are

admitted, Respondent consents to the entry of this Order Instituting Public Administrative

Proceedings Pursuant to Section 4C of the Securities Exchange Act of 1934 and 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 3 that:

SUMMARY

These proceedings arise out of the audits of FTX4, then one of the world’s largest

crypto asset trading platforms, by Prager Metis CPAs, LLC (“Prager Metis”), led by Decker, who

acted as the lead engagement partner on the audits. Beginning in February 2021, Decker led a

Prager Metis team in conducting an audit of the financial statements of FTX. Prager Metis issued

two audit reports—in July 2021 and April 2022—stating that the firm had conducted audits of the

FTX financial statements, and that it had done so “in accordance with auditing standards generally

accepted in the United States of America.” But the audits were not in fact conducted in accordance

with Generally Accepted Auditing Standards (“GAAS”). And Decker’s negligent conduct during

those audits resulted in a violation of those applicable professional standards.

The foundational failure to meet GAAS stemmed from the fact that Decker did not

have a sufficient understanding of FTX, or the crypto asset markets in which it operated. The

engagement team that Decker assembled for the audits of FTX’s financial statements collectively

lacked the competence, experience, and knowledge to appropriately conduct the audits. From this

initial failure flowed a series of other auditing failures in the design and execution of the audits.

These failures resulted in the issuance of audit reports that each contained an opinion that FTX’s

financial statements presented fairly, in all material respects, the financial position of FTX and its

subsidiaries in accordance with accounting principles generally accepted in the United States of

America (“Generally Accepted Accounting Principles” or “GAAP”). But, due to the auditing

The findings herein are made pursuant to Respondent’s Offer of Settlement and are not

binding on any other person or entity in this or any other proceeding.

As described in paragraph 6, FTX refers to FTX Trading Ltd. and various subsidiary

entities, including FTX Digital Markets Ltd., a Bahamas company.

failures, Decker and the Prager Metis team lacked sufficient appropriate audit evidence to support

those opinions.

The most important deficiency was Prager Metis’s failure to sufficiently understand

FTX’s relationship with Alameda Research LLC (“Alameda”) (the trading firm belonging to FTX’s

founder and owner Sam Bankman-Fried (“Bankman-Fried”)) and the pivotal role Alameda played

in FTX’s business. Despite the interconnected nature of the companies and the significant financial

transactions between them, Prager Metis and the audit engagement team failed to adequately assess

the risk of material misstatement presented by the FTX-Alameda relationship. Ultimately, the FTXAlameda relationship was at the heart of the misappropriation of billions of dollars of FTX customer

assets that led to the collapse of FTX in November 2022.

RESPONDENT

Francis Decker, 61, was, at all relevant times, a Prager Metis equity partner auditing

the financial statements of public and private companies. He was the lead audit partner, known as

the engagement partner, for the Prager Metis audits of FTX’s financial statements. Decker is a

Certified Public Accountant (“CPA”) licensed in the state of New Jersey.

RELEVANT ENTITIES

Prager Metis CPAs, LLC is an accounting and auditing firm headquartered in New

York, New York, which has been registered with the Public Company Accounting Oversight Board

(“PCAOB”) since 2003. Prager Metis provides accounting, auditing, consulting, and tax services to

a variety of companies, including public issuers whose securities are registered with the

Commission and trade in the U.S. markets.

FTX Trading Ltd. (d/b/a FTX.com) was an Antigua and Barbuda limited

corporation. FTX Trading Ltd. and its subsidiary entities, including FTX Digital Markets Ltd. (a

Bahamas company), are referred to collectively as “FTX.” FTX’s principal place of business was in

Hong Kong and The Bahamas. FTX operated a global crypto asset trading platform and began

operations in or around May 2019. FTX was available to customers in most countries, but stated

that it would not provide services to customers in the United States and several other countries. On

or about November 11, 2022, FTX and certain of its affiliates filed Chapter 11 bankruptcy petitions

in the United States Bankruptcy Court for the District of Delaware.5

Alameda Research LLC was a Delaware company that had operations in the United

States, Hong Kong, and The Bahamas. Alameda Research LLC and its subsidiaries, including

Alameda Research Ltd. (a British Virgin Islands company), are collectively referred to herein as

“Alameda.” Alameda was a quantitative trading firm specializing in crypto assets. With FTX,

FTX US is the d/b/a for a subsidiary of West Realm Shires Inc., a separate legal entity from

FTX Trading Ltd. that provided different services, including to US customers. FTX US’s

conduct is not the subject of this administrative proceeding.

Alameda filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for the District of

Delaware, Case No. 22-11068 (Bankr. D. Del.).

BACKGROUND FACTS

Acceptance of the FTX Audit Engagement

Decker was introduced to Bankman-Fried in late January 2021. Bankman-Fried and

the FTX team were eager to obtain audited financial statements to support their plan of engaging in

a public offering (which would generally require audited financial statements). FTX was also

conducting private fundraising rounds with equity investors, some of whom were also seeking

audited financial statements as part of their diligence process.

The engagement started with a “kick-off” meeting on or about February 8, 2021.

Decker began assembling an engagement team, while moving the internal Prager Metis client

acceptance process forward toward completion.

10.

Decker did not have the competence and experience to audit a large, complex crypto

asset trading platform. He lacked knowledge about foundational concepts, standard terminology,

and the functionality of crypto asset trading platforms. He did not have an appropriate awareness

of, and did not learn about, widely publicized risks in the industry.

11.

On February 17, 2021, FTX signed the engagement letter and formally engaged

Prager Metis as its independent auditor for its financial statements encompassing fiscal year 2020

and April to December of 2019.

Decker and His Team Conducted Two Audits of FTX’s Financial Statements.

12.

Decker’s engagement team conducted a series of calls and obtained documents from

FTX from February 2021 through July 2021. The team ultimately met multiple members of the

FTX team, including Bankman-Fried and Nishad Singh, who was initially Head of Engineering at

Alameda and then became Head of Engineering at FTX, while retaining his role and title at

Alameda. Decker had the opportunity to observe that the founders and senior leaders of FTX

lacked significant business experience. He also had the opportunity to observe that the corporate

structure at FTX was loose and informal.

13.

Decker was responsible for designing and implementing audit procedures that

identified the risks of material misstatements in the FTX financial statements. But because he did

not sufficiently understand FTX, or the crypto asset industry generally, he failed to adequately

assess the risks of material misstatements, and thus failed to design and implement audit procedures

to obtain sufficient appropriate audit evidence to properly respond to those risks. Significantly,

Decker failed to sufficiently understand the relationship between FTX and Alameda, a related party,

and the role that Alameda (and its employees) played in FTX’s business. Decker knew or should

have known that Alameda, a quantitative trading firm specializing in crypto assets, was founded and

owned by Bankman-Fried and Gary Wang, who also founded FTX. Until October 2021, BankmanFried was the CEO of both FTX and Alameda.

14.

Despite information regarding the relationship between FTX and Alameda, Decker

and his team lacked a sufficient understanding and competence required to evaluate the nature and

scope of that relationship, and the potential impact on FTX’s financial statements and footnote

disclosures.

15.

Most significantly, because Decker and the Prager Metis team did not design an

audit that sufficiently analyzed the borrowing arrangement between the related parties, they did not

properly evaluate the scope and risks of that relationship. Specifically, because they failed to

understand the extent of Alameda’s purported borrowing of funds from FTX, the engagement team

never understood and thus never evaluated Alameda’s unique ability to borrow virtually unlimited

amounts from FTX, or properly considered how that ability to borrow might affect the accuracy of

FTX’s financial statements.

16.

Thus, because Decker did not sufficiently understand FTX’s business, its

relationship with Alameda, or the crypto asset industry as a whole, he could not—and did not—

develop and document an audit plan that adequately assessed the risks of material misstatement in

the financial statements or update that plan as necessary during the audit.

17.

On July 30, 2021, FTX issued its first Consolidated Financial Statements, which

covered 2020 and a portion of 2019. Decker, the engagement partner, authorized the issuance of the

Independent Auditor’s Report that accompanied FTX’s financial statements. That opinion stated

that the Financial Statements presented fairly, in all material respects, the financial position of FTX

in accordance with GAAP. The audit report represented that: “We conducted our audits in

accordance with auditing standards generally accepted in the United States of America.”

18.

Six months later, in January 2022, Prager Metis began the audit of FTX’s financial

statements for the period ended December 31, 2021. The engagement letter was signed on January

17, 2022. The engagement team for the second audit was substantially the same as the prior team,

led by Decker, and the second audit suffered from the same deficiencies as the prior audit.

19.

On April 2, 2022, FTX issued its 2021 financial statements, again accompanied by

an audit report from Prager Metis. Once again, the audit report stated Prager Metis’s opinion that

the Financial Statements and notes presented fairly, in all material respects, the financial position of

FTX in accordance with GAAP. Prager Metis again stated that: “We conducted our audit in

accordance with auditing standards generally accepted in the United States of America.” And the

audit report was again signed in the name of Prager Metis, with the authorization of Decker.

20.

In late August 2022, Prager Metis contacted FTX to begin planning for the audit of

FTX’s 2022 financial statements.

21.

In early November 2022, FTX collapsed. On November 11, 2022, Bankman-Fried

resigned from FTX. Shortly thereafter, FTX and approximately 100 affiliated entities, including

Alameda, filed for Chapter 11 bankruptcy protection.

22.

Following the FTX collapse, Prager Metis senior management reviewed the audit

documentation from the FTX engagement and determined that neither the 2019/2020 nor the 2021

audit file had been officially finalized in the audit software program. A number of individual

workpapers contained no evidence of review by Decker, and other workpapers contained open

comments, with no evidence that the questions raised had been addressed. After Prager Metis’s

management reviewed the files in November 2022, and realized that the electronic audit files had

not been closed as required by firm policy, firm management instructed Decker to close the audit

workpapers related to the FTX engagement.

DECKER ENGAGED IN IMPROPER PROFESSIONAL CONDUCT

GAAS and the AICPA Code of Professional Conduct Applied to Decker

23.

Prager Metis’s audit reports stated that the audits of FTX’s financial statements were

conducted by auditing standards generally accepted in the United States of America. GAAS is the

applicable professional standards governing the FTX audits. GAAS is developed by the American

Institute of Certified Public Accountants (“AICPA”) Auditing Standards Board, and is issued in the

form of Statements on Auditing Standards, which are codified into sections referred to as “AU-C”

sections. AU-C § 200.02.

24.

The purpose of a GAAS audit is to provide the users of financial statements with the

auditor’s opinion on whether the financial statements are presented fairly, in all material respects, in

accordance with the applicable framework. AU-C § 200.04. Compliance with GAAS is what

enables an auditor to form the opinion as to whether the financial statements are presented fairly.

Id. GAAS contains both specific objectives and requirements, and the general requirement that an

auditor exercise professional judgment and maintain professional skepticism throughout the

planning and performance of an audit. AU-C § 200.08.

25.

GAAS itself requires that an auditor conduct an audit in accordance with GAAS, by

understanding and complying with all relevant AU-C sections. AU-C §§ 200.20, .21. GAAS

requires that an auditor should not represent compliance with GAAS in the auditor’s report unless

the auditor has in fact complied with the relevant requirements. AU-C § 200.22.

26.

Compliance with a firm’s system of quality control when conducting an audit of

financial statements is a foundational requirement in GAAS. See generally AU-C § 220.

27.

GAAS also recognizes that an auditor is subject to relevant ethical requirements

relating to financial statement audit engagements, including those promulgated by the AICPA Code

of Professional Conduct. AU-C §§ 200 A.15, A.16.

28.

Decker failed to comply with GAAS, as described further below. The GAAS

failures included both the overarching failures to apply professional skepticism and professional

judgment and to act with due care, as well as specific failures in interrelated areas, including: (1)

client acceptance, (2) engagement staffing, (3) audit planning and execution, and (4) audit

documentation.

Decker Accepted and Staffed the FTX Audit Engagement Without Exercising Due Care.

29.

Decker’s initial acceptance of the FTX engagement was a foundational failure of

GAAS that led to the other failures. A threshold requirement of auditing professional standards is

that an auditor and audit firm not accept an engagement unless the firm has the competence and

capabilities to do so.

30.

During the relevant period, Prager Metis had a client acceptance policy in place that

mirrored this standard, which stated that Prager Metis “will accept and continue only client

relationships and specific engagements when it has determined that the requisite competence and

capabilities (including adequate time and resources) exist within the Firm to perform the

engagement.” Moreover, Decker was specifically required under GAAS to undertake this analysis

before accepting the engagement. AU-C § 220.14. (“The engagement partner should be satisfied

that appropriate procedures regarding the acceptance and continuance of client relationships and

audit engagements have been followed and should determine that conclusions reached in this regard

are appropriate.”); see also AU-C § 220.17 (“The engagement partner should take responsibility for

… [t]he direction, supervision, and performance of the audit engagement in compliance with

professional standards, applicable legal and regulatory requirements, and the firm’s policies and

procedures.”).

31.

As described above, however, Decker failed to adequately assess whether he and the

engagement team were competent to perform the audit. Instead, Decker secured the engagement,

assembled a team, and began work without conducting a reasonable analysis of his and his team’s

competence and capabilities to conduct the audit, in direct violation of GAAS.

32.

Decker was required by GAAS to conduct the audit with due care, which required

him to have the appropriate competence and capabilities to perform the work. AU-C § 200A.19

(“Due care requires the auditor to discharge professional responsibilities with competence and to

have the appropriate capabilities to perform the audit and enable an appropriate auditor’s report to

be issued.”). GAAS acknowledges that due care is a fundamental principle of professional ethics

under the AIPCA Code of Professional Conduct. AU-C § 200A.16. Despite these requirements,

Decker proceeded without exercising due care, conducting an audit he lacked competence to lead.

33.

While Decker had other team members on the engagement, it was Decker that had

responsibility under GAAS for the direction, supervision, and performance of the audit engagement

to ensure it was conducted in compliance with professional standards, applicable legal and

regulatory requirements, and the firm’s policies and procedures. AU-C § 220.17. But because he

himself did not gain an appropriate understanding of how FTX operated, Decker could not

effectively supervise members of his engagement team.

Decker Failed to Design and Execute an Audit that Appropriately Assessed the Risks of

FTX Making Material Misstatements.

34.

Decker’s decision to take on a client he did not understand and lacked sufficient

competence to audit then led to additional GAAS violations at the design and execution phases of

the audit. This included both overarching failures and specific failures.

35.

The overarching failure, which ran throughout the design and execution process, was

the failure of Decker and the engagement team he led to exercise professional judgment and to

perform the audit with professional skepticism, in violation of GAAS. AU-C §§ 200.17, 200.18.

As a result, the auditors did not have the basis to form the opinion that the financial statements were

presented fairly, in all material respects, in accordance with GAAP, as required by GAAS. AU-C §

200.04.

36.

The auditing flaws in the design and execution stage can again be traced back to

Decker’s lack of understanding of FTX and the crypto asset markets more broadly. GAAS

specifically requires that, in order to design and perform audit procedures that identify and assess

the risks of material misstatement, an auditor has to understand the entity and its environment. AUC § 315. Among other relevant requirements, an auditor is required to understand relevant industry,

regulatory, and other external factors; the nature of the entity and its operations; and the way it is

structured. AU-C § 315.12.

37.

As discussed above, Decker failed to understand crypto asset markets, crypto asset

trading platforms, and FTX as an entity. He failed to appropriately educate himself about the

industry and the entity in order to develop the sufficient knowledge he needed to understand how to

design and execute the audit. As a result, he failed to understand significant issues relating to FTX’s

financial statements.

38.

The failure to understand FTX was also evident in the failure to obtain an

understanding of “the control activities relevant to the audit … [which are those] necessary to

understand in order to assess the risks of material misstatement,” as specifically required under

GAAS. AU-C § 315.21. It was evident from the start of the audit that the individuals running both

FTX and Alameda lacked significant business experience, and the engagement team knew or should

have known that the corporate structure was loose and informal. But the engagement team failed to

exercise professional skepticism or professional judgment in considering FTX’s control

environment in its risk assessment process.

39.

As discussed above, the most impactful aspect of Decker’s failure to understand

FTX was his failure to sufficiently understand FTX’s relationship with Alameda. GAAS

specifically recognizes that, in exercising professional judgment about significant risks, an auditor

should give special consideration to related party relationships and transactions. AU-C §§ 315.29,

550. GAAS specifically notes that “related party transactions may be motivated solely or in large

measure to engage in fraudulent financial reporting or conceal misappropriation of assets.” AU-C §

550.03.

40.

GAAS explains why understanding related party relationships and transactions are

so important to an audit: “Because related parties are not independent of each other, financial

reporting frameworks establish specific accounting and disclosure requirements for related party

relationships, transactions, and balances to enable users of the financial statements to understand

their nature and actual or potential effects on the financial statements. Therefore, the auditor has a

responsibility to perform audit procedures to identify, assess, and respond to the risks of material

misstatement arising from the entity’s failure to appropriately account for or disclose related party

relationships, transactions, or balances.” AU-C § 550.04. “In addition, an understanding of the

entity’s related party relationships and transactions is relevant to the auditor’s evaluation of whether

one or more fraud risk factors are present … because fraud may be more easily committed through

related parties.” AU-C § 550.05.

41.

Moreover, GAAS specifically recognizes that planning and performing an audit with

professional skepticism is particularly important in the context of related party transactions, given

the potential for undisclosed related party relationships and transactions. AU-C § 550.07.

42.

Despite these specific requirements, which make explicit the importance of applying

the concept of professional skepticism in analyzing related party transactions, Decker and

engagement team failed to adequately assess the risk of material misstatement arising from the

relationship between Alameda and FTX.

Decker Failed to Properly Document the Purportedly Completed Audits.

43.

Decker’s failure to meet his professional responsibilities continued through

November 2022. GAAS requires audit documentation to be finalized within 60 days of the date of

the release of the report. AU-C § 230.16. As described above, the electronic process of closing the

audit workpapers for both audits were finalized only after FTX collapsed, in November 2022.

44.

In addition, the overall nature of the audit documentation itself exhibited a lack of

due care on the part of Decker, in violation of GAAS. AU-C § 200.16.

FINDINGS

45.

Based on the foregoing, the Commission finds that Decker engaged in improper

professional conduct pursuant to Section 4C(a)(2) of the Exchange Act and Rule 102(e)(1)(ii) of the

Commission’s Rules of Practice.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions

agreed to in Respondent Decker’s Offer.

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

Decker is denied the privilege of appearing or practicing before the Commission as

an accountant.

After two 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.

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.

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;

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.

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 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.

If Respondent is licensed as a CPA, then in support of any application for

reinstatement, Respondent shall provide documentation showing that Respondent’s license is

current and that Respondent has resolved all other disciplinary issues with any applicable state

boards of accountancy. If Respondent’s CPA licensure is dependent upon reinstatement by the

Commission, then Respondent shall provide documents reflecting this requirement. If Respondent

has never been licensed as a CPA, then Respondent shall submit a signed affidavit truthfully stating

under penalty of perjury that Respondent has never been licensed as a CPA.

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, or any related Commission

proceedings, including any orders requiring payment of disgorgement or

penalties;

2. That Respondent undertakes to notify the Office of the Chief Accountant

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;

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;

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.

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.

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.

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.

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

attestations are accurate.

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.

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.

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

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.