UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 98352 / September 12, 2023

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4458 / September 12, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21650

In the Matter of

Alfonse Gregory Giugliano, 

CPA

Respondent.

ORDER INSTITUTING PUBLIC 

ADMINISTRATIVE AND CEASE-ANDDESIST PROCEEDINGS, PURSUANT TO 

SECTIONS 4C AND 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

AND RULE 102(e) OF THE 

COMMISSION’S RULES OF PRACTICE, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASEAND-DESIST ORDER 

I.

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

administrative and cease-and-desist proceedings be, and hereby are, instituted against Alfonse 

Gregory Giugliano (“Respondent” or “Giugliano”) pursuant to Sections 4C1and 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(ii) of the Commission’s 

1 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.
2

Rules of Practice.2

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, and except as provided herein in Section V, Respondent consents 

to the entry of this Order Instituting Public Administrative and Cease-and-Desist Proceedings 

Pursuant to Sections 4C and 21C of the Securities Exchange Act of 1934, and Rule 102(e) of the 

Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Ceaseand-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds3that: 

A. SUMMARY

1. Giugliano served as Marcum LLP’s (“Marcum” or the “Firm”) National Assurance 

Services Leader for over 20 years. In this role, he had primary responsibility for quality controls 

across the Firm’s assurance practice, overseeing all related policies, procedures, and monitoring, 

including those relevant to compliance with PCAOB quality control and audit standards. He also 

directly or indirectly supervised all personnel working within Marcum’s quality control functions. 

2. From at least 2020, Marcum engaged in systemic quality control failures and 

widespread violations of PCAOB audit standards.4 Marcum’s violations of professional standards 

primarily related to audit work for special purpose acquisition companies (“SPACs”). However, the 

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

The Commission may censure a person or 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. 

3 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.

4 Marcum, LLP, Exchange Act Rel. No. 97773 (June 21, 2023). Throughout this Order, unless 

otherwise specified, references to “audit standards” refer to audit standards promulgated by the 

PCAOB.
3

nature of those professional standard violations—including their volume and range—reflected 

deficiencies relevant to and impacting Marcum’s entire public company audit practice. 

3. Throughout the relevant time, Giugliano failed to sufficiently address and timely 

remediate numerous deficiencies in the Firm’s quality control system. As a result, Giugliano’s 

conduct led to quality control and audit standard violations that permeated many stages of 

engagement work, such as client acceptance, engagement partner supervision and review, audit 

documentation, and technical consultations. While Giugliano was at the helm of the Firm’s quality 

control system, Marcum did not sufficiently monitor the effectiveness of many policies and 

procedures, and in many areas, did not adequately communicate policies and procedures to relevant 

personnel. 

4. Investors rely on audit firms to serve a critical function regarding financial reporting. 

Quality controls and audit standards are necessary to maintaining this essential gatekeeping role. 

Those charged with oversight and management of these quality control functions are vital to an 

audit firm’s ability to fulfill this critical function. The quality control system that Giugliano 

oversaw failed, and as a result, over a multi-year period, certain Marcum audits were not conducted 

in compliance with audit standards.

B. RESPONDENT

5. Alfonse Gregory Giugliano, age 61, is a resident of Dix Hills, New York. He has 

worked at Marcum since January 2001. From 2001 to September 2022, Giugliano served as 

Marcum’s National Assurance Services Leader and the partner in charge of the firm’s quality 

control system, including all relevant policies and procedures. Giugliano was sanctioned by the 

PCAOB in 2019, based on its findings that Marcum violated independence standards over the 

course of four years.

5

 He has been licensed as a certified public accountant in the State of New 

York since 1985. 

C. OTHER RELEVANT ENTITY

6. Marcum, a New York limited liability partnership headquartered in New York, New 

York, is a public accounting firm in the United States. As of mid-2022, Marcum had over 370 

partners and 2,300 employees, with offices in more than 30 cities. Marcum has been registered with 

the PCAOB since October 2003. 

5

In the Matter of Marcum LLP and Alfonse Gregory Giugliano, CPA, PCAOB Release No. 105-

2019-022 (Sept. 10, 2019).
4

D. FACTS

MARCUM’S SPAC PRACTICE

7. In 2020 and 2021, over 860 SPACs completed initial public offerings (“IPOs”) in 

the United States. Over 400 of these SPAC IPOs were audited by Marcum. In 2019, Marcum had 

served as the auditor for only 185 public company issuers; by 2022, Marcum was responsible for 

auditing over three times that number—a total of 575 issuers, the majority of which were SPACs. 

8. The strain of this exponential growth in Marcum’s public company practice exposed 

substantial, widespread, and pre-existing deficiencies in the Firm’s underlying quality control 

policies, procedures, and monitoring that Giugliano oversaw. Giugliano was aware that, in the 

period immediately preceding the SPAC market’s explosion, Marcum’s annual inspections by the 

PCAOB had revealed an increasing number of deficiencies. Giugliano was also aware that Marcum 

was subject to consecutive PCAOB enforcement orders—in 2019 and 2020—related to quality 

control failures concerning independence and client acceptance; the 2019 order also sanctioned 

Giugliano based on the PCAOB’s findings that Marcum violated independence standards. 

9. Through his oversight, Giugliano was also aware that Marcum’s own internal 

inspections—starting at least in 2018 and continuing through 2021—also revealed deficiencies. 

Over several years, these inspections identified numerous deficiencies in audit documentation. The 

2020 internal inspection also concluded that such deficiencies were caused by insufficient time 

spent on engagements and audit documentation. Despite inspection findings, Giugliano did not

sufficiently address and timely remediate deficiencies in the Firm’s policies, procedures, and 

monitoring.

CLIENT ACCEPTANCE AND ITS CONSEQUENCES

10. In his role as National Assurance Services Leader, Giugliano had primary 

responsibility for Marcum’s policies and procedures related to client acceptance, including authority 

to revise such policies and procedures. Marcum’s client acceptance policies, procedures, and 

monitoring did not provide reasonable assurance that the Firm was undertaking only those 

engagements that the Firm could reasonably expect to be completed with professional competence, 

as required by PCAOB Quality Control (“QC”) 20.15(a), QC 20.03, and QC 20.20. Despite his 

awareness of relevant facts, Giugliano failed to take sufficient and timely steps to remediate relevant 

firm policies, procedures, and monitoring related to client acceptance.

11. For example, Giugliano was aware that Marcum had insufficient policies and 

procedures related to the evaluation of personnel capacity. Giugliano knew, for example, that to the 

extent that Marcum evaluated staffing capacity, it did so in connection with the logistics and 

scheduling of work to which it had already committed. 

12. While Giugliano was not typically involved in individual client acceptance 

decisions, he was one of four members on Marcum’s Client Acceptance Committee. In this role, he 
5

was contemporaneously aware of the volume of new client acceptances. Giugliano knew that 

Marcum’s SPAC client acceptances significantly increased over the course of 2020 and 2021. In 

2020, Marcum accepted 178 new SPAC clients. In 2021, it accepted 633 new SPAC clients, 

including 159 accepted in March 2021 alone—a substantial increase from the 8 new SPAC clients 

accepted just one year prior, in March 2020. 

13. Giugliano also knew that Marcum therefore faced difficulty in staffing engagements, 

difficulty and delays in completing work within requisite deadlines, and non-compliance with 

numerous PCAOB audit standards. These difficulties and delays became especially apparent in the 

summer and fall of 2020, as Marcum’s monthly SPAC client acceptance figures increased from 

single-digit figures in June, to the mid-teens in July, to 29 clients per month, for three consecutive 

months in August, September, and October. 

14. From as early as October 2020, Giugliano was aware of widespread failures in the

timely completion, assembly, and retention of audit documentation. For example, Giugliano 

received weekly emails reflecting that the number of work paper binders that were not finalized and 

assembled for retention within the PCAOB-required 45-day period increased from 23 to 687 

between October 2020 and June 2021. 

15. Moreover, Giugliano was repeatedly notified of capacity constraints throughout the 

SPAC practice. At the beginning of February 2021, for example, a national office partner alerted 

Giugliano that managers in the SPAC practice were overworked and lacking resources. 

Nonetheless, over the course of February 2021, Marcum accepted a record 114 new SPAC clients. 

The same pattern of notifications and high client acceptances continued into March 2021, as the 

Firm accepted a record 159 new SPAC clients. 

RESULTING AUDIT STANDARD VIOLATIONS

16. Marcum’s exponential client growth in its SPAC practice exposed pre-existing 

shortcomings in Marcum’s quality control system, including policies, procedures, and monitoring 

that were insufficient to provide reasonable assurance that audit work satisfied the requirements of 

audit standards including AS 1215 (audit documentation), AS 1220 (engagement quality review), 

AS 1201 (supervision of the audit engagement), and AS 1015 (due professional care), as required 

by QC 20.03, QC 20.17, and QC 20.20. 

17. In 2020 and 2021, such shortcomings, combined with severe capacity constraints, 

led to a myriad of audit standard violations, including basic audit documentation requirements, and 

documentation requirements specific to engagement quality reviews (“EQRs”).6 The volume and 

6 Throughout this Order, “EQR” will be used to refer to both: (1) the audit partner (the 

“engagement quality reviewer”) providing concurring approval of an audit report, and (2) the 
6

range of these violations also resulted in violations of audit standards related to engagement partner 

supervision and review and due professional care. Throughout this period, even though Giugliano 

was aware of relevant facts reflecting the insufficiency of Marcum’s quality control system, he did 

not take sufficient and timely steps to remediate. 

Audit Documentation (AS 1215)

18. At least as early as 2019, Giugliano was on notice that Marcum personnel frequently 

failed to sign off on certain work papers prior to the release of audit reports. For example, 

Giugliano signed Marcum’s 2019 internal inspection report, which identified this deficiency. Two 

years later, Giugliano directed and oversaw a separate internal review focused on SPAC work 

papers that found that the majority of audit binders lacked numerous work paper sign offs. Across 

this review, missing and late sign offs were repeatedly found on key work papers, including routing 

slips. Marcum’s “routing slip” work paper was designed to serve as the Firm’s control to ensure 

and document that procedures and review were completed prior to the release of an audit report. 

19. Yet, throughout the relevant period, Giugliano took insufficient action to address 

Marcum’s work paper sign off deficiencies. Instead, Marcum’s written policies failed to address the 

explicit requirements of AS 1215.06(b), including that audit documentation reflect “the date such 

work was completed” and “the date of such review.” In addition, in connection with routing slip 

sign offs, Giugliano oversaw efforts to implement a new electronic system designed to improve the 

timeliness of sign offs, however, he took insufficient steps to address ongoing deficiencies in the 

nearly two-year period during which the system was under development. 

Engagement Quality Review Documentation (AS 1220.19)

20. Throughout the relevant period, Giugliano was aware of insufficiencies in the 

documentation of EQR procedures. Giugliano was aware, for example, that EQR work paper sign 

offs were frequently either signed post-issuance or missing. These delinquent sign offs included 

late sign offs on Marcum’s “routing slip” work paper, as well as the work paper memo designed to 

memorialize the EQR’s review procedures. These deficiencies occurred against a backdrop in 

which Giugliano was on notice, for several years running, that the engagement quality review 

process was under stress. This included repeated internal inspection findings flagging concerns that 

EQRs were not provided sufficient time to conduct their review procedures, and that engagement 

teams were over-reliant on EQRs to catch deficiencies and documentation issues. 

review procedures (an “engagement quality review”) performed by such partner in connection 

with providing his or her concurring approval. 
7

Engagement Partner Supervision and Review; Due Professional Care (AS 1201, AS 1015)

21. Dating back to at least January 2021, Giugliano acknowledged that insufficient 

engagement partner supervision and review was the “root cause” of Marcum’s poor internal and 

PCAOB inspection findings, and that the insufficient supervision and review was caused by 

insufficient time and attention by engagement partners, including the failure to provide 

contemporaneous oversight of engagement work. 

22. Giugliano was also aware that after January 2021, Marcum continued to accept an 

escalating number of new clients, resulting in correspondingly escalating partner workloads. He 

was also aware that, with these escalating workloads, SPAC partners were often not providing 

timely oversight, including supervision of initial planning and staff-level work. Giugliano was also 

aware of insufficient supervision and review across other stages of SPAC engagement work, 

including, for example, in connection with ensuring timely and sufficient audit documentation. 

23. As described throughout, Giugliano was aware of facts reflecting numerous and 

widespread audit standard violations in SPAC engagements. As Giugliano should have been aware, 

the volume and range of these violations reflect that engagement partners were failing to exercise 

due professional care in their work, in violation of AS 1015.

FAILURES IN MARCUM’S POLICIES AND PROCEDURES

Technical Consultations (QC 20.19)

24. As National Assurance Services Leader, Giugliano had ultimate responsibility for 

Marcum’s quality control policies and procedures, including responsibility for ensuring such 

policies and procedures were sufficient to provide reasonable assurance that firm personnel conduct 

audit work in compliance with requisite audit standards. Among other requirements, these 

standards require that personnel obtain technical consultations in the appropriate circumstances, 

such as when confronted with complex, unusual, or unfamiliar issues. These consultations are 

conducted by expert accounting personnel outside the engagement team, often working within a 

firm’s “national office.” 

25. Under Giugliano’s leadership, however, Marcum lacked sufficient policies, 

procedures, and monitoring related to technical consultations, as required by QC 20.19, as well as 

QC 20.03, QC 20.17, and QC 20.20. The adoption and implementation of any such policies, 

procedures, and monitoring was within Giugliano’s ability and authority, yet he did not take 

sufficient and timely steps to do so. Consequently, Marcum’s policies, procedures, and monitoring 

failed to provide reasonable assurance: (a) that personnel obtained consultations when appropriate, 

(b) that individuals consulted had appropriate levels of knowledge, competence, judgment, and 

authority, and (c) related to consultation quality. 

26. The insufficiency of Marcum’s quality control is evidenced by instances in which 

even mandatory consultations were not obtained. For example, the limited circumstances in which
8

Marcum’s policy explicitly required consultations included in the event of any restatement. 

Marcum’s policy made Giugliano personally responsible for performing any restatement-related 

consultations. Over the course of 2021, Marcum SPAC clients issued hundreds of restated 

financials, including restatements related to the accounting for warrants. Yet, Marcum’s 

engagement teams did not request and receive a restatement consultation in connection with most 

SPAC restatements. 

Documentation and Communication of Policies and Procedures; Evaluation of Sufficiency of 

Practice Aids and Guidance (QC 20.20, 20.23, 20.24)

27. As National Assurance Services Leader, Giugliano had ultimate responsibility for 

the substance of Marcum’s quality control policies and procedures, as well as for documenting and 

communicating such policies and procedures to relevant personnel, as required by QC 20.23 and 

QC 20.24. Giugliano was also responsible for evaluating the Firm’s guidance materials and practice 

aids, as required by QC 20.20. Yet, throughout the relevant time period, under Giugliano’s tenure, 

Marcum failed to adequately document and communicate its policies and procedures and failed to 

adequately monitor its related guidance materials and practice aids. 

28. Under Giugliano’s leadership, Marcum did not memorialize its SPAC policies and 

procedures in a consistent fashion or centralized location. In certain instances, Marcum’s SPAC 

practice appeared to deviate from standard documentation requirements without memorializing such 

practice deviations in any formal policy. In lieu of any formal policy or centralized guidance 

document, the SPAC practice typically relied upon email communications, including many sent by 

Giugliano, which piecemeal guidance was not centralized and evolved over time. 

29. Under Giugliano’s leadership, Marcum’s failure to consistently memorialize policies 

and procedures also extended outside the SPAC practice. Formal policy documents at times 

provided conflicting guidance, including, for example, regarding topics including technical 

consultations, work paper sign off requirements, and the documentation of alterations made to work 

papers following the PCAOB-mandated “documentation completion date.” Formal policy 

documents at times also conflicted with separate guidance circulated only via email. 

30. Giugliano was also aware of wide ranging questions and confusion within the Firm

regarding relevant policies and procedures. Such questions and confusion reflected Marcum’s 

failure to sufficiently evaluate, on an ongoing basis, the appropriateness and sufficiency of its 

guidance materials, and practice aids. For example, in light of certain concerns being raised, 

Giugliano acknowledged that a relevant work paper template had not been appropriately maintained 

or updated since its creation and needed significant work and updates. 

MARCUM’S INSUFFICIENT MONITORING

31. In addition to the quality control deficiencies discussed above, Giugliano did not 

implement monitoring procedures sufficient to provide reasonable assurance that Marcum’s 

underlying policies and procedures were suitably designed and effectively applied, as required by 
9

QC 20.20. In particular, Giugliano did not implement monitoring procedures sufficient to provide 

timely detection of widespread audit documentation and risk assessment standard violations 

occurring across engagements throughout the SPAC practice over a multi-year period. As a result, 

hundreds of Marcum SPAC audits reflected violations of audit standards related to both audit 

documentation (AS 1215) and risk assessment procedures (AS 2110), which violations went 

undetected until mid-2021, and consequently, unremediated.

Documentation of Warrant Accounting Procedures (AS 1215)

32. Among Marcum’s SPAC clients, virtually all issued warrants. Warrants issued by 

SPACs were determined by Marcum to be complex financial instruments. Indeed, such warrants 

were typically among the most complex components of a SPAC IPO audit. While many SPAC 

warrant agreements contained similar terms corresponding to parallel accounting treatment, the 

likelihood of commonalities did not exempt Marcum from the requirement to review relevant 

documentation, perform requisite audit procedures, and sufficiently document such procedures. 

33. Marcum’s monitoring procedures, as led by Giugliano, failed to detect in a timely 

manner that Marcum’s documentation of warrant accounting procedures was consistently 

insufficient. For example, Marcum’s internal memos documenting warrant accounting procedures 

consistently did not include any citations or cross-references to the individual client’s warrant 

agreement or features. Across clients, the language utilized and the specific description of terms 

was virtually identical from memo to memo, and unchanged from the memo template, making it 

difficult to identify what procedures Marcum actually performed, including whether the underlying 

agreement was reviewed—in sufficient detail, or at all. 

34. Notably, the SPAC practice relied upon a template memo that provided for only one 

accounting conclusion and failed to provide sufficient guidance regarding requisite audit procedures 

and their documentation. Consequently, across a multi-year period, SPAC audits across the firm 

failed to sufficiently document warrant accounting procedures. Despite the consistent use of this 

template in connection with hundreds of SPAC audits, there is no evidence that Giugliano or one of 

his designees took steps to review the template warrant accounting memo until the end of April 

2021. 

Risk Assessments (AS 2110)

35. Risk assessment is a foundational audit procedure—a crucial and ongoing obligation 

throughout an audit—and provides the framework upon which all subsequent audit procedures are 

planned and performed. Yet, the SPAC practice engaged in consistent and widespread violation of 

AS 2110, including failing to conduct risk assessments at the assertion level and failing to identify 

all relevant significant risks. 

36. Assertion Level Risk Assessments. Marcum’s SPAC practice failed to conduct 

risk assessments at the assertion level. Marcum had a template work paper which outlined requisite 

procedures, but, prior to late 2021, the work paper was never used in SPAC engagements, nor were 
10

such procedures performed and documented elsewhere in SPAC work papers. Giugliano did not

implement monitoring procedures sufficient to identify and remediate, in a timely manner, the 

failure to conduct assertion-level risk assessments. 

37. Identification of All Significant Risks. Marcum’s SPAC practice also consistently 

failed to identify all relevant significant risks. Significant risks were identified in SPAC work 

papers within the planning memo. Prior to March 2020, however, Marcum’s planning memos did 

not explicitly identify any significant risks. Among memos drafted over the following year, 

virtually all memos identified only management override of controls as a significant risk. It was 

within this time period that Marcum introduced a SPAC-specific planning memo template, which 

identified management override—and only management override—as a significant risk. In failing 

to reference any additional potential significant risks to be considered, this template memo 

contributed to Marcum’s failures to identify all significant risks. Notably, however, there is no 

evidence that the SPAC practice’s template planning memo was appropriately reviewed by 

Giugliano or one of his designees, despite its consistent use in hundreds of SPAC audits. 

E. VIOLATIONS

RULE 102(e) AND SECTION 4C OF THE EXCHANGE ACT

38. Section 4C of the Exchange Act and Rule 102(e)(1)(ii) provide, in part, that the 

Commission may censure any person who is found by the Commission to have engaged in improper 

professional conduct. With respect to persons licensed to practice as accountants, “improper 

professional conduct” includes either of the following two types of negligent conduct: (1) a single 

instance of highly unreasonable conduct that results in a violation of applicable professional 

standards in circumstances in which an accountant knows, or should know, that heightened scrutiny 

is warranted; or (2) repeated instances of unreasonable conduct, each resulting in a violation of 

applicable professional standards, that indicate a lack of competence to practice before the 

Commission. See Rule 102(e)(1)(iv)(B); Exchange Act Section 4C(b)(2). As a result of the 

conduct described above, Giugliano engaged in “repeated instances of unreasonable conduct,” 

resulting in violations of professional standards, and consequently engaged in “improper 

professional conduct” within the meaning of Exchange Act Section 4C(a)(2) and Rule 102(e)(1)(ii). 

Due Professional Care in the Performance of Work (AS 1015)

39. AS 1015 requires an auditor to exercise “due professional care ... in the planning 

and performance of the audit and the preparation of the report.” AS 1015.01. “[D]ue professional 

care concerns what the independent auditor does and how well he or she does it.” AS 1015.04. AS 

1015.06 provides that “[t]he engagement partner is responsible for the assignment of tasks to, and 

supervision of, the members of the engagement team.” 

40. As a result of Giugliano’s conduct described above, Marcum violated this standard 

in numerous engagements. 
11

Supervision of the Audit Engagement (AS 1201)

41. AS 1201.03 provides that “the engagement partner is responsible for proper 

supervision of the work of engagement team members and for compliance with PCAOB standards.” 

AS 1201.05(a) requires the engagement partner to “inform engagement team members of their 

responsibilities,” including, among other items, “the nature, timing, and extent of procedures they 

are to perform.” The engagement partner should also “[r]eview the work of engagement team 

members to evaluate whether: (1) the work was performed and documented; (2) the objectives of 

the procedures were achieved; and (3) the results of the work support the conclusions reached.” AS 

1201.05(c). AS 1201.06 requires that the engagement partner, in determining the extent of 

supervision necessary, take into account, among other items, “[t]he knowledge, skill, and ability of 

each engagement team member.” 

42. As a result of Giugliano’s conduct described above, Marcum violated this standard 

in numerous engagements. 

Audit Documentation (AS 1215)

43. AS 1215.06 requires that an “auditor must document the procedures performed, 

evidence obtained, and conclusions reached with respect to relevant financial statement assertions. 

Audit documentation must clearly demonstrate that the work was in fact performed . . . . Audit 

documentation must contain sufficient information to enable an experienced auditor, having no 

previous connection with the engagement, (a) to understand the nature, timing, extent, and results of 

the procedures performed, evidence obtained, and conclusions reached, and (b) to determine who 

performed the work and the date such work was completed as well as the person who reviewed the 

work and the date of such review.” 

44. AS 1215.15 requires that “[p]rior to the report release date, the auditor must have 

completed all necessary auditing procedures and obtained sufficient evidence to support the 

representations in the auditor’s report.” AS 1215.15 also requires that “[a] complete and final set of 

audit documentation should be assembled for retention as of a date not more than 45 days after the 

report release date (documentation completion date). If a report is not issued in connection with an 

engagement, then the documentation completion date should not be more than 45 days from the 

date that fieldwork was substantially completed. If the auditor was unable to complete the 

engagement, then the documentation completion date should not be more than 45 days from the 

date the engagement ceased.” 

45. As a result of Giugliano’s conduct described above, Marcum violated this standard 

in numerous engagements. 

Engagement Quality Review (AS 1220)

46. AS 1220.19 requires that “[d]ocumentation of an engagement quality review should 

contain sufficient information to enable an experienced auditor, having no previous connection with 
12

the engagement, to understand the procedures performed by the engagement quality reviewer ... to 

comply with the provisions of this standard, including information that identifies,” among other 

items: “[t]he documents reviewed by the engagement quality reviewer,” and “[t]he date the 

engagement quality reviewer provided concurring approval of issuance.” 

47. As a result of Giugliano’s conduct described above, Marcum violated this standard 

in numerous engagements. 

Identifying and Assessing Risks of Material Misstatement (AS 2110)

48. AS 2110.59 requires that an auditor “identify and assess the risks of material 

misstatement at the financial statement level and the assertion level.” 

49. AS 2110.59(f) requires that an auditor “[d]etermine whether any of the identified 

and assessed risks of material misstatement are significant risks,” based upon the factors relevant to 

identifying significant risks outlined at AS 2110.70-71. AS 2110.69 requires that an auditor’s 

identification of fraud risks include the risk of management override of controls. 

50. As a result of Giugliano’s conduct described above, Marcum violated this standard 

in numerous engagements. 

PCAOB Quality Control Standards (QC 20)

51. PCAOB Quality Control Standards, specifically QC 20.01, provides that “a CPA 

firm shall have a system of quality control for its accounting and auditing practice.” QC 20.03 

broadly defines a system of quality control as “a process to provide the firm with reasonable 

assurance that its personnel comply with applicable professional standards and the firm’s standards 

of quality.” QC 20.04 provides that “[t]he nature, extent, and formality of a firm’s quality control 

policies and procedures should be appropriately comprehensive and suitably designed in relation to 

the firm’s size, the number of its offices, the degree of authority allowed its personnel and offices, 

the knowledge and experience of its personnel, the nature and complexity of the firm’s practice, and 

appropriate cost-benefit considerations.” 

52. QC 20.13 requires a firm to have policies and procedures to provide reasonable 

assurance that “[w]ork is assigned to personnel having the degree of technical training and 

proficiency required in the circumstances,” and that “[p]ersonnel participate in general and industryspecific continuing professional education and other professional development activities that enable 

them to fulfill responsibilities assigned.” 

53. QC 20.15(a) requires that a firm’s policies and procedures related to acceptance and 

continuance of clients and engagements are sufficient to provide reasonable assurance that the firm 

“undertakes only those engagements that the firm can reasonably expect to be completed with 

professional competence.” 
13

54. QC 20.17 requires a firm to have policies and procedures to provide reasonable 

assurance that work performed by engagement personnel complies with professional standards and 

the firm’s own standards of quality. QC 20.18 provides that these policies and procedures should 

cover, among other things, “planning, performing, supervising, reviewing, documenting, and 

communicating the result of each engagement,” as well as engagement quality reviews. 

55. QC 20.19 requires a firm to have policies and procedures sufficient to provide 

reasonable assurance that personnel, among other things, “consult, on a timely basis, with 

individuals within or outside the firm, when appropriate,” including that “[i]ndividuals consulted [] 

have appropriate levels of knowledge, competence, judgment, and authority.” 

56. QC 20.20 also imposes requirements on firms to properly monitor whether the 

firm’s quality control policies and procedures are suitably designed and are being effectively 

applied. 

57. QC 20.23 requires a firm to “communicate its quality control policies and 

procedures to its personnel in a manner that provides reasonable assurance that those policies and 

procedures are understood and complied with.” QC 20.24 provides that “[t]he size, structure, and 

nature of the practice of the firm should be considered in determining whether documentation of 

established quality control policies and procedures is required for effective communication and, if 

so, the extent of such documentation,” stating that “documentation of established quality control 

policies and procedures would generally be expected to be more extensive in a large firm than in a 

small firm and in a multioffice firm than in a single-office firm.” 

58. As a result of Giugliano’s conduct described above, Marcum violated QC 20.

GIUGLIANO CAUSED MARCUM TO VIOLATE 

RULE 2-02(b)(1) OF REGULATION S-X

59. Rule 2-02(b)(1) of Regulation S-X requires an accountant’s report to state the 

applicable professional standards under which the audit was conducted. 

60. Through the conduct described above, Respondent caused Marcum to violate 

Rule 2-02(b)(1) of Regulation S-X in connection with the issuance of numerous SPAC audit 

reports, all of which stated that Marcum had conducted its audit in accordance with PCAOB

standards when, in fact, it had not done so. 

F. FINDINGS

61. Based on the foregoing, the Commission finds that Respondent caused Marcum to 

violate Rule 2-02(b)(1) of Regulation S-X. 
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62. Based on the foregoing, the Commission finds that Respondent engaged in improper 

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

.

G. UNDERTAKINGS

63. For a period of three years from the date of this Order, Respondent undertakes to: 

a. have no leadership, management, oversight, or supervisory position at any registered 

public accounting firm; 

b. have no decision-making role in connection with (i) performing client acceptance or 

continuance functions for any engagement to perform attestation or assurance 

services for any entity that files financial statements with the Commission; or (ii) the 

quality control system at any registered public accounting firm; and

c. certify, in writing, compliance with the undertakings set forth above. The 

certification shall identify the undertakings and provide written evidence of 

compliance in the form of a narrative. The Commission staff may make reasonable 

requests for further information, and Respondent agrees to provide such information

that is reasonably available. The certification and supporting material shall be 

submitted to Carolyn M. Welshhans, Associate Director, Division of Enforcement, 

Securities and Exchange Commission, 100 F Street NE, Washington DC, 20549 

with a copy to the Office of Chief Counsel of the Enforcement Division, no later 

than sixty (60) days from the date of the completion of the undertakings.

IV.

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

agreed to in Respondent’s Offer. 

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

A. Respondent shall cease and desist from committing or causing any violations and 

any future violations of Rule 2-02(b)(1) of Regulation S-X.

B. Respondent is censured.

C. Respondent shall comply with the undertakings enumerated in Section III(G) 

above.

D. Respondent shall, within 10 days of the entry of this Order, pay a civil money 

penalty in the amount of $75,000 to the Securities and Exchange Commission for transfer to the 
15

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.

Payment must be made in one of the following ways: 

1. Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; 

2. Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

3. Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Alfonse Gregory Giugliano, CPA as a Respondent in these proceedings, and the file number of 

these proceedings; a copy of the cover letter and check or money order must be sent to Carolyn 

Welshhans, Associate Director, Division of Enforcement, Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549. 

E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding.
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V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 

admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Respondent under this Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a 

debt for the violation by Respondent of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§ 523(a)(19).

By the Commission.

Vanessa A. Countryman

Secretary