APPENDIX A MINI CASESAudit of COneShouldnt We Know Better as the Auditor of an Issuer?RespondentsMKA, LLC is a limited liability company organized under the laws of the State of Florida, and at all times was the external auditor for the below issuer.JMK$,$ CPA, age $57,$ of Orlando, Florida, is a CPA licensed by the Florida Board of Accountancy. JMK was the engagement partner for the audits and reviews.COne is a Florida corporation with principal executive offices in New York and no operations in the United States. COne's public filings with the Commission disclosed that all of its assets, officers, and directors were located outside the United States. COne used the services of an outsourced CFO in New York to assist with its financial reporting obligations $("$Outsourced CFO"$).$The firm audited COne's $2010$ and $2011-2014$ Annual Financial Statements and reviewed its $2011$ and $2012-2014$ Interim Financial Statements.During the audit of the $2010$ Annual Financial Statements $("2010$ Audit"$),$ Respondents obtained subsidiary trial balances and a draft of COne's $2010$ Form $10-$K containing financial statements with blank account balances from the Outsourced CFO. Respondents prepared COne's consolidating and adjusting journal entries, and consolidated balance sheet, income statement, and cash flow statement $("$Consolidated Financial Statements"$),$ using the subsidiary trial balances.Then, Respondents sent a handwritten, marked up version of the $2010$ Form $10-$K back to the Outsourced CFO with the financial statement account balances filled in based on the Consolidated Financial Statements prepared by Respondents. Respondents also drafted language for certain financial statement disclosures. The Outsourced CFO updated the electronic version of the $2010$ Form $10-$K with the financial statement amounts and disclosures provided by Respondents. The Outsourced CFO then filed the $2010$ Form $10-$K$,$ including the $2010$ Annual Financial Statements, with the Commission.In October $2011,$ JMK$,$ who expressed concerns that firms assistance to COne could be viewed as impairing the Firm's independence and the PCAOB could inspect JMK$\text{'}$s COne audits, asked COne to prepare its own financial statements for fiscal year $2011,$ and suggested that COne engage a firm in China to assist it$.$ In response, COne asked Respondents to find a local accountant in Florida to do this work. Respondents subsequently identified a solo practitioner accountant in Orlando, Florida $($the "Accountant"$)$ and negotiated with her an agreement under which she would prepare COne's annual and interim financial statements for a capped fee of no more than $$2,500$ per quarter, or $$10,000$ per year. The agreement was memorialized in an engagement letter between the Accountant and COne dated March $3,2012.$ The engagement letter provided, among other things, that the Accountant would submit her invoices to JMK and be paid by the firm, which in turn would bill COne for the Accountant's services.Thereafter, the Accountant prepared the $2011-2014$ Annual Financial Statements in the same manner that Respondents had prepared the $2010$ Annual Financial Statements. Respondents audited the $2011-2014$ Annual Financial Statements $("2011-2014$ Audits"$)$ that COne filed with the Commission. The Accountant similarly prepared COne's $2012-2014$ Interim Financial Statements, which Respondents reviewed $("2012-2014$ Reviews"$)$ and COne filed with the Commission.JMK$,$ as well as other members of the firms engagement team, provided direction to the Accountant in connection with her preparation of COne's $2011-2014$ Annual Financial Statements and $2012-2014$ Interim Financial Statements. In performing her work, the Accountant had no direct communications with COne. Instead, she relied on JMK to provide her with all of COne's financial information and sent all of her work to JMK for review, comment, and approval. For example, on a quarterly basis JMK received subsidiary trial balances from the Outsourced CFO that JMK sent to the Accountant directing her to prepare a balance sheet and income statement. The Accountant prepared balance sheets and income statements that she sent to the Firm and on which the Firm noted: "Auditor takes full responsibility for all work performed by $[$the Accountant$]...."$ In addition to directing the Accountant's work, Respondents determined how much she was paid, and JMK profited from her work. Pursuant to JMK$\text{'}$s understanding with COne, JMK billed, and was paid by COne, $$2,500$ per quarter for the Accountant's work, irrespective of the amounts JMK paid the Accountant. The firm decided to pay the Accountant $$1,250$ or $$1,500$ per quarter and the Firm kept the difference.In February $2014,$ an accountant newly employed by the Firm and assigned to the audit of COne's fiscal year $2013$ annual financial statements raised concerns with JMK regarding the Firm's independence from COne in light of the Firm's arrangement with the Accountant. In response, the Firm initiated telephone consultations with the national SEC consultant referred by the association of accounting firms to which the Firm belonged at the time. During the consultations, JMK and others at the Firm explained the pass$-$through billing arrangement with the Accountant but did not disclose that the Firm profited from the Accountant's work or discuss other aspects of the arrangement. Although the consultant apparently concluded the passthrough billing arrangement did not impair the Firm's independence, the consultant did not assess whether the Firm's independence was impaired as a result of other aspects of its relationship with the Accountant. Following the consultations, the Firm did not alter its arrangement with the Accountant and the new accountant resigned from the Firm. The Audit of Osler $($O$)--$Its a Family AffairRespondent$1.$ Thomas, CPA is a sole proprietorship organized under the laws of Florida. The Firm is registered with the Board and licensed by the Florida Department of Business & Professional Regulation.Relevant IndividualsThomas, CPA, $69,$ of Hollywood, Florida, is a certified public accountant licensed by the Florida Department of Business & Professional Regulation. Thomas was the engagement partner on the Firm's issuer audits discussed below.Norman, CPA, is a certified public accountant licensed by the Florida Department of Business & Professional Regulation. Norman was the engagement quality reviewer on the issuer audits discussed below. He was not a member of the firm; however, he was hired and paid by Thomas.David, CPA, is a certified public accountant licensed by the Florida Department of Business & Professional Regulation. David was in an accounting role at the issuer identified below from $2009$ until March $31,2014.$ In that role, he prepared the issuer's June $30,2012$ and June $30,2013$ year$-$end financial statements. David is Norman's son. Norman served as the Firm's engagement quality reviewer on two audits that the Firm conducted for O$,$ relating to audit reports that the Firm issued on August $27,2012$ and September $10,2013,$ and that were included in O$\text{'}$s annual reports on Form $10-$K filed with the Commission on$,$ respectively, September $11,2012$ and September $23,2013.$In the August $27,2012$ audit report, the Firm opined on O$\text{'}$s balance sheets as of June $30,2012$ and $2011,$ and the related statements of operations, shareholders' equity $($deficit$),$ and cash flows for the years then ended and for the period from July $30,2004$ through June $30,2012.$ In the September $10,2013$ audit report, the Firm opined on O$\text{'}$s balance sheets as of June $30,2013$ and $2012,$ and the related statements of operations, shareholders' equity $($deficit$),$ and cash flows for the years then ended and for the period from July $30,2004$ through June $30,2013.$ Client Bank Arent We Allowed to Bank?RespondentPMM is a civil partnership organized under the laws of Mexico and headquartered in Mexico City, Mexico. It currently serves as the auditor for two issuer audit clients and plays a role in approximately $54$ issuer audits."Client Bank" is a variable capital corporation incorporated and headquartered in Mexico City, Mexico. According to Client Bank's filings with the U$.$S$.$ SEC, the bank is one of the largest financial services holding companies in Mexico.On June $13,2016,$ the Firm signed an engagement letter $("$Engagement Letter"$)$ accepting an initial engagement with Client Bank to be its external auditor for fiscal year $2016.$ At that time, and unbeknownst to the Firm, at least six of its partners had personal financial relationships with Client Bank. These six partners were located in the Firm office where the lead audit engagement partner for the Client Bank engagement primarily practiced. Three of the six partners were in prohibited debtor$-$creditor relationships with Client Bank because they each had obtained a margin loan or mortgage for a second residence from the client. The other three partners held uninsured assets in brokerage accounts with Client Bank.Although the relationships were discovered by the Firm shortly after the Engagement Letter and then unwound by September $2016,$ the Uninsured Brokerage Interests were not identified by the Firm and were not unwound until approximately June $2018,$ two years after the Engagement Letter. During those two years, the Firm issued audit reports on Client Bank's $2016$ and $2017$ financial statements included in the Forms $20-$F filed with the Commission in April $2017$ and March $2018,$ respectively.For nearly two years after issuing the June $13,2016$ Engagement Letter, the Firm failed to provide Client Bank's audit committee with any written description of the relationships between the Firm's covered persons and Client Bank that might reasonably have been thought to bear on the Firm's independence. Indeed, the Firm did not provide Client Bank's audit committee with a written description of the relationships until May $2018.$ The Audit of ComtechCome on guys, Im Not a CPARespondentBirkert, $27,$ of Levittown, New York, joined JAM LLP in November $2002.$ From May $2004$ until November $28,2006,$ she was a member of JAM's Com Telecommunications Corp. audit engagement team, first as an Associate and then as a Lead Senior on JAMs fiscal year $("$FY$")2004,$ FY$2005$ and FY$2006$ year$-$end $($issuer$)$ audits of Com and on JAM's quarterly Com reviews. Respondent is not a CPA, but, at all times relevant to this matter, Respondent was an associated person of a registered public accounting firm JAM.DiscussionComtech $($Com$)$ is a Delaware corporation headquartered in Melville, New York. Its common stock is registered with the United States Securities and Exchange Commission.Respondent was a member of the JAM audit engagement team that audited and reviewed Com's financial statements for the fiscal year ended July $31,2006.$ During that audit, she served as the Lead Senior conducting audit and review work.In November $2005,$ during a period when Respondent was participating in JAM's Com review work for the quarter ended October $31,2005,$ Respondent, in conversation with an acquaintance from Respondent's previous employer, mentioned that Com was the largest public audit client that she was working on$.$ The acquaintance asked whether Respondent thought that Com was a good company in which to invest, and Respondent said that it was. The acquaintance then asked whether Respondent wanted him to purchase any Com stock for Respondent. Respondent replied affirmatively and said that she would give the acquaintance $$5,000$ to buy Com stock for her.Shortly after that discussion, the acquaintance told Respondent that he had purchased the Com stock for her. On or about December $12,2005,$ Respondent delivered to the acquaintance a $$5,000$ check, payable to the acquaintance, for the Com stock purchase.Subsequent to delivery of the $$5,000$ check, Respondent continued to work on JAM's audit and reviews of Com. Respondent performed work on JAM's reviews of Com's financial statements for the second and third quarters ended January $31,2006$ and April $30,2006$; JAM's audit of Com's financial statements for the fiscal year ended July $31,2006$; and JAM's review of Com's financial statements for the first quarter ended October $31,2006.$ Audit of RBS Holdings and Reed ElsevierMy Wife Didnt Know, or Did She? I didnt! RespondentDHZ, LLP is a limited liability corporation organized under the laws of the Kingdom of the Netherlands and headquartered in Rotterdam, the Netherlands. The Firm is licensed by the Netherlands Authority for the Financial Markets $("$AFM$")$ to practice public accountancy.The Firm was at all relevant times the external auditor of the consolidated financial statements of RBS Holdings N$.$V$.("$RBS Holdings"$)2$ and Reed Elsevier NV $("$Reed Elsevier"$)$ addressed below.Other Relevant Entities and Person"DHBV$"$ is a limited liability company and the parent company of the Firm. It is headquartered in Rotterdam, the Netherlands.Piet Hein Meeter $("$Meeter$")$ joined $"$DBBV$"$ in $2002$ as a partner. DBBV is a wholly owned subsidiary of DHBV that provides tax services to clients. Meeter was the managing partner of DBBV until January $1,2012,$ when he became the Chief Executive Officer $("$CEO$")$ of DHBV and all of its subsidiaries and affiliates, including the Firm.As RBS Holding's external auditor, the Firm issued audit reports on the company's $2011$ and $2012$ financial statements included in the Forms $20-$F filed with the Commission, respectively, on March $23,2012$ and March $28,2013.$As Reed Elsevier's external auditor, the Firm also issued audit reports on the company's $2011$ and $2012$ financial statements, which were included in the Forms $20-$F filed with the Commission, respectively, on March $12,2012$ and March $12,2013.$From January $1,2012$ to March $26,2012,$ Meeter held a leadership role as the CEO of the Firm's parent, DHBV$,$ and was therefore in the "chain of command" for purposes of independence. Accordingly, Meeter was a "covered person" during that period with respect to the Firm's issuer audit clients, including RBS Holdings and Reed Elsevier.A Dutch family foundation trust $("$Family Trust"$)$ established by Meeter's father$-$in$-$law for the benefit of Meeter's spouse $("$Mrs$.$ Meeter"$)$ and other family members included investments in RBS Holdings and Reed Elsevier. Mrs$.$ Meeter was a member of the board of the Family Trust with the authority to make investment decisions for the trust. The Chinese Conference: Can I Promote You? Why Not, You are Great Clients B$.$ SummarySpecifically, in the Firms annual MicroCap Conference, from $2012$ through $2015,$ there were connections with audits and interim reviews of $62$ issuer clients that presented at the MicroCap Conference. The MicroCap Conference was an investor conference at which smaller or emerging public companies $("$presenting companies"$)$ made business presentations to audiences that included potential investors. Marcum created, organized, and hosted the conference to increase its visibility and brand in the microcap space. The success of the conference depended on companies perceiving it as a good forum to connect with potential investors, and on potential investors perceiving it as a good opportunity to find high$-$quality investment opportunities.From $2012$ through $2015,$ Marcum endeavored to establish the MicroCap Conference as an event at which the presenting companies, including dozens of Marcum's issuer audit clients, were perceived as being high$-$quality investment opportunities. For example, Marcum expressly touted the quality of the conference's presenting companies and told potential conference attendees, including potential investors, that the presenting companies had been selected through a vetting process.Giugliano approved the MicroCap Conference from an independence perspective and was aware of Marcum's touting of the presenting companies. Yet he failed to recognize the independence implications of touting a group of companies that included audit clients, in part because he failed to conduct any substantial independence deliberations concerning the conference.From $2012$ through $2015,$ Marcum issued audit reports on the financial statements of its issuer audit clients that were among the presenting companies at the MicroCap Conference. Marcum's hosted and promoted the conference which: $(1)$ involved publicly advocating for these issuer audit clients as high$-$quality investment opportunities; and $(2)$ created a mutual interest between Marcum and these issuer audit clients with respect to whether those clients' subsequent performance lived up to Marcum's billing. $.$

APPENDIX B Format for documenting your responses and remitting them for a grade. Remit only appendix B$.$ Name: MEMBERS IN PUBLIC PRACTICE $1.$ Audit of Cone $2.$ Audit of Osler $3.$ Audit of Client Bank $4.$ Audit of Comtech $5.$ Audit of RBS Holdings $6.$ The Chinese Conference MEMBERS IN BUSINESS Lessons Learned:$1.2.3.$Summary of Code Sections:$1.$ Knowing Misrepresentations in the Preparation of Financial Statements or Record $2.$ Subordination of Judgment $3.$ Obligation of a Member to His or Her Employers External Accountant $4.$ Accounting Principles Rule