In re CROWE U.K. LLP

 
 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98118 / August 14, 2023 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4438 / August 14, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No.  3-21560 
 
 
 
 
In the Matter of 
 
CROWE U.K. LLP, 
NIGEL D. BOSTOCK, FCA, 
AND 
MATTHEW C. 
STALLABRASS, FCA 
             
 
Respondents. 
 
 
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 
CEASE-AND-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 Crowe U.K. 
LLP ( “Crowe U.K.”), Nigel D. Bostock, FCA, and Matthew C. Stallabrass, FCA (each a 
“Respondent” and collectively “Respondents”) pursuant to Sections 4C
1
 and 21C of the Securities 
                                                 
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 
 
Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(ii) of the Commission’s Rules of 
Practice.
2
 
 
II. 
 
 In anticipation of the institution of these proceedings, Respondents have submitted Offers 
of Settlement (“Offers”) 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 them and the subject matter of these proceedings, which are 
admitted, Respondents consent 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 Rule of Practice, Making Findings, and Imposing 
Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   
III. 
 
 On the basis of this Order and Respondents’ Offers, the Commission finds
3
 that:  
 
SUMMARY 
1. These proceedings arise out of Crowe U.K.’s deficient audit of Akazoo 
Limited’s (“Old Akazoo”) 2018 financial statements (“2018 Audit”) in connection with Old 
Akazoo’s business combination with a special purpose acquisition company (“the SPAC”).  
Crowe U.K. audited Old Akazoo’s financial statements for the years ended 2016 through 
2018 subject to PCAOB standards.  The SPAC included Crowe U.K.’s audit report 
containing an unqualified opinion dated June 7, 2019 (“Audit Report”) in its joint proxy and 
registration statement filed for the initial business combination with Old Akazoo (known as 
a “de-SPAC transaction”).  This filing falsely stated Old Akazoo earned over $120 million 
in revenue and had over four million paying subscribers in 2018.  In reality, Old Akazoo 
had only negligible amounts of revenue and subscribers.   
2. In order to give the appearance of revenue, Old Akazoo fabricated 
companies it called “aggregators.”  Old Akazoo explained to Crowe U.K., but not to the 
                                                 
 
2
  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. 
  
3
   The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 
 

 
3 
 
SPAC’s investors, that it never received cash payments from the purported aggregators in 
2018 because Old Akazoo netted out the revenues and expenses attributable to the 
aggregators.  In support of its false explanation to Crowe U.K., Old Akazoo presented 
Crowe U.K. with facially problematic agreements that lacked a commercial purpose and 
dubious confirmation letters – both of which were fake.  Crowe U.K., however, did not 
design audit procedures to respond to these red flags or even attempt to contact the 
aggregators directly.  Less than a year after Crowe U.K. signed the Audit Report, Akazoo 
S.A. (“Akazoo”), Old Akazoo’s public company successor after the de-SPAC transaction, 
reported that Old Akazoo’s management had conducted a financial fraud that lasted several 
years, including the years audited by Crowe U.K.   
3. During the 2018 Audit, Crowe U.K. violated applicable PCAOB standards.  
Crowe U.K. did not exercise an appropriate level of due professional care or professional 
skepticism when it came to the aggregators, even though improper revenue recognition is a 
significant risk and fraud risk per PCAOB guidance.  Crowe U.K. also violated other 
PCAOB standards, such as failing to control the confirmation process and failing to conduct 
a meaningful engagement quality review (“EQR”).  Further, Crowe U.K. had deficient 
quality controls.  As a result of these failures, Crowe U.K. engaged in improper professional 
conduct during the 2018 Audit of Old Akazoo.  
RESPONDENTS 
  
4. Crowe U.K. LLP was a PCAOB-registered public accounting firm 
headquartered in London, U.K.  Crowe U.K. submitted a request to withdraw its registration 
from the PCAOB on June 2, 2023.  It provides audit, tax, advisory, and risk services 
through its offices in the United Kingdom, and is affiliated with Crowe Global, a 
multinational professional services network consisting of more than 220 firms licensed to 
use “Crowe” or “Horwath.” 
5. Nigel D. Bostock, FCA, (the “Engagement Partner”) resides in the United 
Kingdom, has served as the CEO of Crowe U.K. since September 2017, and is a member of 
the board of Crowe Global.  He was the engagement partner for each of Crowe U.K.’s 
audits of Old Akazoo from 2015 through 2018 and supervised the audit team in London and 
Athens, Greece.  The Engagement Partner is a Fellow of the Institute of Chartered 
Accountants in England and Wales (“ICAEW”). 
6. Matthew C. Stallabrass, FCA, (the “Engagement Quality Reviewer”) 
resides in the U.K., is a partner at Crowe U.K., and member of the firm’s Supervisory 
Board.  He was the engagement quality reviewer for Crowe U.K.’s 2018 Audit of Old 
Akazoo as required by PCAOB standards.  The Engagement Quality Reviewer is a Fellow 

 
4 
 
of the ICAEW. 
OTHER RELATED ENTITY 
 
7. Akazoo is organized under the laws of Luxembourg.  From September 2019 
to May 2020, Akazoo’s principal place of business was Athens, Greece.  Akazoo was 
formed in September 2019 as a result of a merger between the SPAC and Old Akazoo, a 
purported music streaming company that offered its services to emerging markets.  
Akazoo’s ordinary shares were registered under the Exchange Act pursuant to Section 12(b) 
and traded on the Nasdaq under the ticker “SONG,” before being delisted on June 2, 2020.  
The shares were deregistered in January 2021.  As of the date of this Order, Akazoo has no 
operations and exists only to respond to legal disputes.    
FACTS 
Background 
8. Crowe U.K. became Old Akazoo’s auditor in 2016 for the audit year ending 
December 31, 2015 when Old Akazoo was a private company.  Old Akazoo retained Crowe 
U.K. to conduct its U.K. statutory audit and component reporting to the auditors of Old 
Akazoo’s then-London Stock Exchange listed parent company (“Parent Company”).  After 
Parent Company went private, Crowe U.K. continued to conduct Old Akazoo’s statutory 
audits and reporting to Parent Company’s auditors for the years ended 2016 and 2017 using 
International Standards on Auditing applicable in the U.K.  During this time, the members 
of the engagement team visited Old Akazoo’s primary location in Athens at least twice. 
9. In January 2019, the SPAC publicly disclosed Old Akazoo as its target for a 
de-SPAC transaction.  Because Old Akazoo needed three years of audited financial 
statements for the de-SPAC transaction, Old Akazoo retained Crowe U.K., using the same 
engagement team it had worked with since 2016.  This new engagement required Crowe 
U.K. to apply PCAOB auditing standards to re-audit Old Akazoo’s financial statements for 
the years ended 2016 and 2017 and to conduct Old Akazoo’s 2018 Audit.   
10.  On August 14, 2019, the SPAC filed a joint proxy and registration 
statement with the SEC on Form F-4 (“August 14, 2019 Filing”), in which the SPAC’s 
board of directors recommended that shareholders vote for the proposed business 
combination with Old Akazoo.  The August 14, 2019 Filing falsely described Old Akazoo’s 
music streaming business as of December 31, 2018, with the following highlights: 
 Over 4.6 million subscribers paid for Old Akazoo’s streaming content monthly; 
 Old Akazoo’s subscribers either paid Old Akazoo directly or through partners; 
 Old Akazoo also generated revenue through a free, ad-supported radio service with 2.6 
million users; 
 Old Akazoo operated in 25 separate markets; 

 
5 
 
 Old Akazoo was a profitable business with positive EBITDA since inception; 
 Old Akazoo had €104.8 million (or $120 million) in revenue in 2018; and 
 Old Akazoo had developed deep relationships with a large number of global, regional, 
and local music content providers. 
 
11. The August 14, 2019 Filing included Crowe U.K.’s Audit Report.  In the 
Audit Report, Crowe U.K. claimed it had audited Old Akazoo’s financial statements for the 
years ended 2018, 2017, and 2016 and that, in its opinion, Old Akazoo fairly presented its 
financial statements in all material respects in accordance with International Financial 
Reporting Standards.  Crowe U.K. also stated it conducted its audits in accordance with 
PCAOB standards.  Crowe U.K. permitted the Audit Report’s inclusion in the August 14, 
2019 Filing.   
12. The merger between the SPAC and Old Akazoo became effective on 
September 11, 2019, which created Akazoo.  On September 17, 2019, Akazoo filed a Shell 
Company Report on Form 20-F that incorporated the Audit Report by reference with Crowe 
U.K.’s permission. 
13. Approximately seven months later, on April 20, 2020, a short-selling hedge 
fund published a report claiming that Akazoo had negligible operations, subscribers, and 
revenue.  Akazoo promptly formed a special committee of independent directors to 
investigate the claims.  On May 1, 2020, Akazoo disclosed that it had terminated its CEO – 
who had been Old Akazoo’s CEO – and asked him to resign from the Board because of his 
failure to cooperate with the investigation.  In the same filing, Akazoo disclosed that Old 
Akazoo’s 2018, 2017, and 2016 financial statements “should no longer be relied upon due 
to the possibility that such financial statements contain material errors.”   
14. Akazoo released the results of the internal investigation in a Form 6-K filing 
with the SEC on May 21, 2020, admitting that “former members of Akazoo’s management 
team and associates defrauded Akazoo’s investors . . . by materially misrepresenting 
Akazoo’s business, operations, and financial results as part of a multi-year fraud.”  Akazoo 
admitted that its “historical financial statements were materially false and misleading, that 
Akazoo has had only negligible actual revenue and subscribers for years and that former 
members of Akazoo management and associates participated in a sophisticated scheme to 
falsify Akazoo’s books and records...” 
15. On September 30, 2020, the SEC filed SEC v. Akazoo S.A., 1:20-cv-08101-
AKH (S.D.N.Y.), an emergency action charging Akazoo with fraud and other violations.  
That case concluded in October 2021, after the Commission received all requested relief. 
The Crowe U.K. Engagement Team 
16. Crowe U.K.’s engagement team for the 2018 Audit was led by the 
Engagement Partner and included audit managers based in London and Athens that 

 
6 
 
conducted the fieldwork under the Engagement Partner’s supervision.  The engagement 
team and the Engagement Quality Reviewer had almost no experience and limited training 
conducting PCAOB audits. 
 
The Aggregators 
 
17. Crowe U.K. overlooked red flags pertaining to Old Akazoo’s music 
streaming revenue and expenses that should have caused it to show greater skepticism and 
expand its audit procedures before opining on Old Akazoo’s financial statements.  The 
notes to the financial statements contained in the August 14, 2019 Filing stated that Old 
Akazoo’s revenue was generated though the sale of music-streaming subscriptions directly 
to end-users or “through partners who are generally telecommunications, social messaging 
or Original Equipment Manufacturers (OEM) companies.”  The August 14, 2019 Filing 
also stated that Old Akazoo’s major expense was the licensing fees it paid to music record 
labels, publishers, and other rights holder for the rights to stream music.  Nowhere in the 
notes to the financial statements or elsewhere did the August 14, 2019 Filing disclose that 
Old Akazoo claimed to pay the music licensing fees indirectly. 
 
18.  Crowe U.K.’s audit work papers, however, described Old Akazoo’s revenue 
and expense model differently from the SPAC’s August 14, 2019 Filing.  According to 
Crowe U.K.’s audit work papers, Old Akazoo’s business model depended on three so-called 
“aggregators” – third-party businesses that supposedly maintained contracts with 
telecommunication companies through which Old Akazoo’s streaming service was sold to 
end-users.  These aggregators purportedly generated and collected 90% of Old Akazoo’s 
streaming revenue. 
19. Despite the aggregators’ substantial and critical role in Old Akazoo’s 
revenue generation, Crowe U.K.’s work papers reflected that Old Akazoo never received 
any cash payments from them in 2018, a critical fact that was not included in the August 14, 
2019 Filing.  Old Akazoo’s explanation for this – which the engagement team accepted 
without skepticism – was that the aggregators also managed Old Akazoo’s licensing 
arrangements with content providers and paid licensing fees for content streamed through 
Old Akazoo’s platform, which were Old Akazoo’s largest expense.  Old Akazoo 
documented this dual relationship with the aggregators through so-called “set-off” 
agreements. 
20. Crowe U.K.’s work papers also reflected that the aggregators paid other Old 
Akazoo expenses in 2018 through arrangements the engagement team called “tripartite 
agreements.”  As Crowe U.K.’s work papers described, Old Akazoo contracted with 
various vendors to provide services (such as software development).  Instead of Old Akazoo 
paying its vendors directly, the aggregators purportedly agreed to pay the vendors using the 
streaming revenue the aggregators collected for Old Akazoo.  In theory, the tripartite 
agreements purportedly worked as follows: (1) the vendor agreed to release its claim against 
Old Akazoo and look exclusively to the aggregator for payment; (2) the aggregator agreed 

 
7 
 
to accept liability to the vendor; and (3) Old Akazoo released the aggregator for an amount 
of receivables equal to the vendor’s invoice. 
21. In reality, the aggregators were fictional.  During its internal investigation of 
the short seller’s allegations, Akazoo’s board of directors learned that the aggregators did 
not exist and that the alleged transactions with them were simply an elaborate ruse papered 
with false documents and non-existent transactions.  The tripartite agreements likewise 
were fabrications that did not reflect any actual transactions with real vendors.  Old Akazoo 
created these fictions to cover for its lack of cash flow despite claiming to have a large and 
growing subscriber base. 
 Crowe U.K. Did Not Validate the Aggregators’ Existence 
22. Per PCAOB guidance, Crowe U.K. identified improper revenue recognition 
as a significant risk and as a fraud risk.  Even so, it did not sufficiently design audit 
procedures to respond to the identified risk appropriately. 
23. The engagement team never validated the existence of the aggregators.  In 
particular, no one from the engagement team ever directly contacted the aggregators.  
During the 2018 Audit, the engagement team did not perform additional audit procedures to 
resolve inconsistencies.  For example, the engagement team did not verify the physical 
addresses of the aggregators – even when audit documentation showed that a certain 
aggregator had the same address as another purported service provider. 
Crowe U.K. Did Not Control the Confirmation Process with the 
Aggregators and Failed to Follow-up on Red Flags 
24. Crowe U.K. allowed Old Akazoo to control the process of confirming 
revenues and expenses with the aggregators.  An employee in Old Akazoo’s finance 
department sent account receivable confirmation letters to email addresses purporting to 
belong to aggregators and sometimes copied the Greek audit manager on the request.  
Although Crowe U.K.’s confirmations explicitly directed the aggregators to return the 
confirmation to a partner at Crowe Greece, some were returned to Old Akazoo, who then 
forwarded the confirmations it received from the aggregator to the Greek audit manager, or 
the aggregator copied the Greek audit manager on its response to Old Akazoo. 
  Red Flags in Aggregator A’s Confirmation Response 
25. Other aspects of the aggregators’ confirmation process raised more red flags.  
For instance, none of the aggregators’ representatives’ emails contained an email signature, 
and one aggregator’s email address did not correlate to the aggregator’s corporate name.  
But the engagement team did not question the discrepancy.     
26. On February 15, 2019, Old Akazoo gave Crowe U.K. an account receivable 
report purporting to reflect balances as of December 31, 2018 (“February AR Report”).  

 
8 
 
Using the figure in the February AR Report, Crowe U.K. drafted a confirmation letter to the 
aggregator that supposedly operated in Latin America (“Aggregator A”) asking Aggregator 
A to confirm that it owed Old Akazoo €19,143,029.50 as of December 31, 2018.  Crowe 
U.K. allowed Old Akazoo to email the confirmation letter directly to Aggregator A.  When 
Crowe U.K. received the confirmation letter back through Old Akazoo months later in May 
2019, “€19,143,029.50” was scratched out and “€3,702,750.14” was hand-written in the 
margins.  Aggregator A included no documentation or explanation for this in the response, 
even though the confirmation letter requested such support for any discrepancies. 
27. Crowe U.K. did not conduct audit procedures in response to the discrepancy.  
Instead, Crowe U.K. accepted Old Akazoo’s explanation that it failed to incorporate 
additional transactions between Old Akazoo and the aggregators that purportedly were 
entered into before December 31, 2018, in the February AR Report.  In support of this 
claim, Old Akazoo then provided Crowe U.K. a second “updated” AR report dated May 15, 
2019 (“May AR Report”) that reflected Aggregator A’s balance as of December 31, 2018, 
as €3,702,750.14.  The engagement team accepted this explanation even though it meant 
that – at best – Old Akazoo’s 2018 year-end accounting records were grossly incomplete as 
of February 15, 2019. 
 Additional Red Flags in the Confirmation Response 
28. The audit documentation related to the confirmation of Old Akazoo’s two 
other aggregators was even more suspicious because both aggregators confirmed the 
balance reflected on Old Akazoo’s February AR Report — the same balance Old Akazoo 
later told the engagement team was inaccurate in May 2019.  For example, Crowe U.K. 
dated the first confirmation letter for the aggregator that supposedly operated in Eastern 
Europe (“Aggregator B”) for February 15, 2019, using the figure “€14,198,520.68,” which 
was represented on the February AR Report.  Again, Crowe U.K. allowed Old Akazoo to 
email the confirmation letter to Aggregator B’s purported representative.  On April 16, 
2019, Aggregator B emailed Old Akazoo a signed confirmation letter agreeing to the 
balance, which was copied to Crowe Greece.   
29. Because the May AR report reflected that Aggregator B owed Old Akazoo 
€10,881,822.55 as of December 31, 2018, not €14,198,520.68, the Engagement Partner 
requested on June 6, 2019, that Old Akazoo provide a second set of confirmations from 
Aggregator B.  Rather than securing the confirmations directly from the aggregators, the 
Engagement Partner relied on confirmations that Old Akazoo’s Financial Controller 
forwarded to him.  On June 6, 2019 – the same day of the Engagement Partner’s request – 
Old Akazoo provided a new confirmation purportedly from Aggregator B that matched the 

 
9 
 
same balance as listed on Old Akazoo’s May AR report. 
30. Crowe U.K. accepted the June 6, 2019 confirmation letters from Old 
Akazoo – one day before issuing the Audit Report – without conducting any other audit 
procedures related to the authenticity of the confirmation letters.  For instance, Crowe U.K. 
did not contact Aggregator B to ask why it originally confirmed the balance of 
€14,198,520.68 if that amount did not reflect all the transactions between Old Akazoo and 
Aggregator B occurring in 2018.  The below chronology illustrates the suspicious timeline 
associated with the confirmation letters related to Aggregator B. 
Crowe U.K. Did Not Exercise Appropriate Professional Skepticism Regarding the 
Tripartite Agreements 
 
31. Crowe U.K. used deficient audit procedures to evaluate the tripartite 
agreements.  Crowe U.K. did nothing beyond reviewing the invoices and the tripartite 
agreements, which both raised red flags that Crowe U.K. did not address.  For example, Old 
Akazoo supposedly entered into a tripartite agreement with a purported content provider 
(“Vendor A”) and Aggregator A on December 31, 2018, to transfer approximately €11.6 
million.  Crowe U.K.’s work papers included invoices from Vendor A.  But those invoices 
contained little detail, listed Vendor A’s name slightly differently than the tripartite 
agreement, and reflected that Vendor A had the same mailing address in Belize as 
Aggregator A. 
32. Although the tripartite agreements represented significant unusual 
transactions, no one from the engagement team verified the commercial purpose of the 
transactions or directly contacted the parties to the agreements.  The engagement team’s 
blanket acceptance of the tripartite agreements was insufficient given that the agreements – 
on their face – provided no details explaining the rationale for the transactions. 
33. Rather than responding to the tripartite agreements with appropriate audit 
procedures, Crowe U.K. relied on questionable representations by Old Akazoo’s 
management.  Old Akazoo’s management told the Engagement Partner that the purpose of 
the tripartite agreements was to simplify Old Akazoo’s balance sheet.  But Crowe U.K. 

 
10 
 
failed to document even this inadequate explanation in its work papers.  Instead, the 
Engagement Partner required that Old Akazoo’s management provide additional 
representations that Old Akazoo’s creditors could not hold the company liable for the debts 
transferred via the tripartite agreement.   
Crowe U.K. Did Not Maintain Adequate Audit Documentation 
34. Much of the audit evidence in the audit documentation was deficient for at 
least two reasons.  First, the work papers described testing that Crowe U.K. did not actually 
perform.  Work papers, including Crowe U.K.’s audit findings report, reflected that Crowe 
U.K. reviewed payments received by the aggregators post year-end, but the aggregators 
never made any payments to Old Akazoo at any time in 2018 or 2019 that Crowe U.K. 
could review.  Second, Crowe U.K.’s audit documentation did not include sufficient 
appropriate audit evidence to support its audit conclusions.  For example, Crowe U.K.’s 
work papers claiming to support the accuracy of Old Akazoo’s account receivable balances, 
merely attached excel spreadsheets containing a listing of Old Akazoo’s aged receivable 
balances and purported revenue per segment.  These spreadsheets did not – in any way – 
support a conclusion that the information listed in the spreadsheets supported 
management’s assertions. 
Crowe U.K.  Did Not Conduct a Sufficient EQR 
35. Crowe U.K. did not conduct a sufficient EQR in accordance with PCAOB 
standards, giving rise to a number of deficiencies during the audit.  Rather than conducting 
his review independently, the Engagement Quality Reviewer felt pressured by the 
engagement team to complete his review quickly in order to meet a deadline set by Old 
Akazoo related to the de-SPAC transaction.  Consequently, the Engagement Quality 
Reviewer deviated from his standard practice of independently accessing and reviewing 
work papers in the audit file and instead relied on the engagement team’s answers to his 
questions.  He also relied on a handful of documents selected by the engagement team, 
including a draft version of the audit findings report that contained false statements, such as 
the engagement team’s representation that they reviewed cash payments from the 
aggregators as part of their audit procedures.   
36. The engagement team provided the Engagement Quality Reviewer with only 
the select following documents for his review: (1) a draft of Old Akazoo’s financial 
statements, (2) a draft of Crowe U.K.’s 2018 Audit Findings Report, (3) an IT audit report 
addressing Old Akazoo’s general IT controls, and (4) a document from 2015 drafted by Old 
Akazoo describing its business model.  With respect to these documents, the Engagement 
Quality Reviewer failed to note inconsistencies with Crowe U.K’s audit conclusions that 
should have caused him to question the engagement team and independently access and 
review the work papers.   
37. Although the Engagement Quality Reviewer focused on Old Akazoo’s 

 
11 
 
revenue recognition, which the engagement team had identified as the most significant risk 
in the audit, he did not devote sufficient time to the EQR to understand the basis for the 
engagement team’s conclusions.  The Engagement Quality Reviewer understood the 
significance of the aggregators to Old Akazoo’s revenue, asking [the engagement team]: 
Can you clarify the work done on revenue recognition[?]  In particular we seem to 
be placing a lot of reliance on the aggregators, how have they ensured completeness 
and how have we checked this? 
38. In response, the engagement team emailed the Engagement Quality 
Reviewer the IT audit report and a 2015 document describing Old Akazoo’s business 
model.  These documents, however, did not support the engagement team’s conclusions 
about revenue recognition or the aggregators’ involvement.  For example, the document 
describing Old Akazoo’s business model was four years old, which focused on Old 
Akazoo’s claim that it was growing rapidly.  More concerning, the document contradicted 
the engagement team’s conclusions about the aggregators’ role because it reflected that Old 
Akazoo paid royalty costs to content providers directly, not indirectly through the 
aggregators.  Likewise, the IT audit document merely reflected testing of Old Akazoo’s 
general IT controls, not the accuracy of its revenue or expense reconciliation.  Despite the 
shortcomings of this documentation, the Engagement Quality Reviewer did not request or 
review additional documentation before providing his concurring approval of issuance. 
39. In his haste to complete the EQR, the Engagement Quality Reviewer did not 
follow his normal practice of accessing the audit file to confirm that the audit evidence 
supported the engagement team’s conclusions.  As a result, the Engagement Quality 
Reviewer’s concurrence rested on the engagement team’s answers to his questions and the 
four documents they provided, which undermined his judgement as the Engagement 
Quality Reviewer and provided an insufficient basis for him to determine whether there 
were any significant engagement deficiencies. 
Crowe U.K.’s Inaccurate Statements in its Audit Report 
 
40. Crowe U.K.’s Audit Report falsely claimed that Old Akazoo fairly presented 
its financial statements in all material respects for the years ended 2018, 2017, and 2016, 
when Old Akazoo had a negligible amount of revenue, not the over $120 million in revenue 
Old Akazoo’s 2018 financial statements represented.  Crowe U.K.’s Audit Report also 
falsely stated that Crowe U.K. conducted the 2018 Audit in accordance with PCAOB 
standards.  Further, Crowe U.K. failed to perform procedures that responded to the risk that 
Old Akazoo was engaged in financial fraud.  Crowe U.K. knew that its Audit Report would 
be incorporated in the August 14, 2019 Filing and Akazoo’s post de-SPAC filing of its 

 
12 
 
Form 20-F on September 17, 2019. 
 
The Engagement Team Did Not Sufficiently Follow the Firm’s Policies and 
Procedures 
 
41. Although Crowe U.K. had engagement and review policies and procedures 
related to the auditing deficiencies described above, the firm failed to establish monitoring 
policies and procedures to provide the firm with reasonable assurance that those policies 
and procedures were suitably designed and effectively applied by the engagement team.  
For instance, Crowe U.K. had access to the Crowe Global Audit Manual, which contained 
relevant policies and procedures, but the engagement team never consulted the manual.  
Crowe U.K. also periodically emailed audit alerts to the entire firm, which covered subjects 
such as fraud risks and proper confirmation procedures.  Nevertheless, the Old Akazoo 
engagement team did not follow the guidance in the relevant audit alerts. 
 
THE RESPONDENTS VIOLATED NUMEROUS PCAOB AUDITING STANDARDS 
 
Crowe U.K. Failed to Adhere to the Quality Control Standards  
 
42. PCAOB Quality Control Standards Section (“QC”) 20.13 requires an audit 
firm to establish policies and procedures to provide reasonable assurance that, among other 
things: (1) those hired possess the appropriate characteristics to enable them to perform 
competently, and (2) work is assigned to personnel having the degree of technical training 
and proficiency required in the circumstances.   
43. QC 20.03 requires an audit firm to ensure that its personnel comply with the 
professional standards applicable to its accounting and auditing practice, which includes 
adopting policies and procedures to provide the firm with reasonable assurance that its 
auditors are complying with professional standards and monitoring compliance with the 
firm’s policies and procedures. 
44. QC 30.03 requires an audit firm to have monitoring procedures that should 
enable the firm to obtain reasonable assurance that its system of quality control is effective. 
45. QC 40.08 requires the firm’s policies and procedures to address competency 
requirements for the engagement partner, such as the ability to practice sound professional 
judgment.  The exercise of sound professional judgment includes the “ability to exercise 
professional skepticism and identify areas requiring special consideration including, for 
example, the evaluation of the reasonableness of estimates and representations made by 
management[.]” 
46. As detailed above, Crowe U.K. violated QC Sections 20, 30, and 40.  In 
particular, Crowe U.K. failed to appropriately establish and monitor its policies and 
procedures with respect to: (1) demonstrating training and proficiency; (2) exercising due 

 
13 
 
professional care in the performance of work; (3) obtaining sufficient appropriate audit 
evidence; (4) maintaining sufficient audit documentation; (5) supervising the audit 
engagement; (6) conducting proper engagement quality reviews; (7) appropriately 
confirming Old Akazoo’s revenues; and (8) conducting appropriate procedures to obtain 
reasonable assurances that the financial statements were free of material misstatements 
caused by fraud.  In addition, Crowe U.K.’s quality control policies and procedures failed to 
address that the engagement partner had the ability to practice sound professional judgment 
as evidenced by the engagement partner’s lack of professional skepticism in accepting 
deficient audit evidence and management’s representations regarding the aggregators. 
AS 1010: Training and Proficiency of the Independent Auditor 
47. AS 1010.01 requires that the audit is performed by a person or persons 
having adequate technical training and proficiency as an auditor. 
48. Crowe U.K. violated AS 1010.  As detailed above, the engagement team had 
almost no experience and limited training conducting an audit pursuant to PCAOB auditing 
standards.  Further, the training provided did not sufficiently prepare the engagement team 
to conduct the Old Akazoo engagement in conformity to PCAOB auditing standards. 
AS 1015: Due Professional Care in the Performance of Work 
49. AS 1015.01 requires an auditor to exercise due professional care in the 
planning and performance of the audit and the preparation of the report.  
50. AS 1015.09 requires that the auditor neither assumes that management is 
dishonest nor assumes unquestioned honesty.  The auditor should not be satisfied with less 
than persuasive evidence because of a belief that management is honest. 
51. Crowe U.K. and the Engagement Partner violated AS 1015.  As detailed 
above, the engagement team did not exercise professional skepticism about Old Akazoo’s 
explanation for entering into the tripartite agreements.  The engagement team did not 
consider whether the tripartite agreements were evidence of fraud, despite the lack of audit 
evidence showing a commercial reason for the unusual and significant agreements. 
AS 1105: Audit Evidence 
52. AS 1105.04 requires an auditor to plan and perform audit procedures to 
obtain sufficient appropriate audit evidence to provide a reasonable basis for the audit 
opinion. 
53. AS 1105.06 requires that audit evidence be appropriate, meaning both 
relevant and reliable in providing support for the conclusions on which the auditor’s opinion 

 
14 
 
is based. 
54. AS 1105.09 requires that, if conditions indicate that a document may not be 
authentic or that the terms in a document have been modified but that the modifications 
have not been disclosed to the auditor, the auditor should modify the planned audit 
procedures or perform additional audit procedures to respond to those conditions and should 
evaluate the effect, if any, on the other aspects of the audit. 
55. AS 1105.29 requires that, if audit evidence obtained from one source is 
inconsistent with that obtained from another, or if the auditor has doubts about the 
reliability of information to be used as audit evidence, the auditor should perform the audit 
procedures necessary to resolve the matter and should determine the effect, if any, on other 
aspects of the audit. 
56. Crowe U.K. and the Engagement Partner violated AS 1105.  First, they did 
not perform audit procedures to obtain sufficient appropriate audit evidence to provide a 
reasonable basis that Old Akazoo had over $100 million in revenue.  For example, some of 
the engagement team’s work papers reflected that the engagement team reviewed payments 
received by the aggregator post year-end, but the aggregators never made any payments to 
Old Akazoo at any time in 2018 or 2019 that Crowe U.K. could review.   
57. Second, Crowe U.K.’s audit evidence did not support the audit testing that 
the engagement team claimed to perform or the conclusions they reached in the audit.  
Certain work papers, which claimed to prove the accuracy of Old Akazoo’s account 
receivable balances, attached spreadsheets containing a listing of Old Akazoo’s aged 
receivable balances and purported revenue per segment.  These spreadsheets did not – in 
any way – prove that the information listed in the spreadsheets was accurate.   
58. Third, the engagement team indirectly received all but one of the first round 
of aggregator confirmations through Old Akazoo.  None of the aggregator representatives’ 
emails contained an email signature, and one aggregator’s email address did not correlate to 
the aggregator’s corporate name.  Crowe U.K. conducted no audit procedures in response.  
Further, the amount of revenue Aggregator B confirmed in its first confirmation letter 
conflicted with the February 2019 AR Report.  Without additional corroborating evidence 
or applying professional skepticism, Crowe U.K. relied on assurances from Old Akazoo’s 
management that the discrepancy was caused by Old Akazoo failing to incorporate 
additional transactions with the aggregators in Old Akazoo’s February 2019 AR report that 
purportedly were entered into before December 31, 2018. 
59. Fourth, Crowe U.K. and the Engagement Partner accepted without sufficient 
explanation or challenge, the aggregators’ June 6, 2019 confirmations directly from 
management, the same day the Engagement Partner requested the new confirmations.  The 
Engagement Partner received the confirmations without any direct contact with the 
aggregators, and he conducted no alternative procedures to obtain sufficient evidence of the 

 
15 
 
authenticity of the confirmations. 
AS 1201: Supervision of the Audit Engagement 
60. AS 1201.03 states that the engagement partner is responsible for proper 
supervision of the work of engagement team members and for compliance with PCAOB 
standards. 
61. AS 1201.05 requires that the engagement partner review the work of 
engagement team members to evaluate whether the work was performed and documented, 
the objectives of the procedures were achieved, and the results of the work support the 
conclusions reached. 
62. AS 1201.06 requires that the engagement partner consider the nature of the 
assigned work for each engagement team member, the risks of material misstatement, and 
the knowledge, skill, and ability of each engagement team member. 
63. Crowe U.K. and the Engagement Partner violated AS 1201.  The 
Engagement Partner did not appropriately supervise the audit.  The Engagement Partner did 
not staff auditors to the engagement team that had the requisite training to conduct a 
PCAOB audit.  Nor did he evaluate whether they complied with PCAOB auditing 
standards.   
AS 1215: Audit Documentation 
64. AS 1215.04 requires an auditor to prepare audit documentation in sufficient 
detail to provide a clear understanding of its purpose, source, and the conclusions reached. 
65. AS 1215.05 requires that audit documentation support the representations in 
the audit report.   
66. AS 1215.06 requires that the auditor document the procedures performed, 
evidence obtained, and conclusions reached with respect to relevant financial statement 
assertions.  
67. Crowe U.K. and the Engagement Partner violated AS 1215.  First, Crowe 
U.K.’s audit documentation did not show that the engagement sufficiently complied with 
the applicable PCAOB standards. 
68. Second, Crowe U.K.’s work papers did not provide a clear understanding of 
its purpose, source, and the conclusions reached.  The work papers were so disorganized 
and confusing that, before the issuance of the Audit Report, the Engagement Partner added 
another section into the work papers that reflected his independent analysis, where he tried 
to make sense of the other audit documents.  But the Engagement Partner’s work papers 
only purported to tie together underlying audit documentation that did not actually support 

 
16 
 
the conclusions of the audit.  Consequently, the Engagement Partner was unsuccessful at 
curing the deficiencies in the audit documentation.  Considering that the Engagement 
Partner had trouble reviewing the work papers, an experienced auditor with no connection 
to the Old Akazoo engagement would not understand Crowe U.K.’s work papers.   
69. Third, Crowe U.K.’s audit documentation did not clearly demonstrate that 
significant work was actually performed.   
AS 1220: EQR 
70. AS 1220.05 requires an engagement quality reviewer to possess the level of 
knowledge and competence related to accounting, auditing, and financial reporting required 
to serve as the engagement partner on the engagement under review. 
71. AS 1220.06 requires an EQR be independent of the company, perform the 
engagement quality review with integrity, and maintain objectivity in performing the 
review. 
72. AS 1220.10 requires an engagement quality reviewer to evaluate the 
engagement team’s assessment of, and responses to significant risks, such as fraud risks, 
and other significant risks identified by the engagement quality reviewer.  Also, the 
engagement quality reviewer should evaluate the team’s determination, communication, 
and documentation of critical audit matters. 
73. AS 1220.11 requires that the engagement quality reviewer should evaluate 
whether the engagement documentation he or she reviews supports the conclusions reached 
by the engagement team. 
74. Crowe U.K. and the Engagement Quality Reviewer violated PCAOB 
auditing standards when conducting the EQR of Akazoo’s 2018 Audit.  First, Engagement 
Quality Reviewer had never conducted an audit or an EQR under PCAOB auditing 
standards.  Second, the Engagement Quality Reviewer did not comply with the requisite 
standard because he deviated from his standard practice of independently accessing the 
audit work file because of the pressure he felt from the engagement team to conduct the 
EQR quickly.  Third, the Engagement Quality Reviewer relied only on the handful of work 
papers the engagement team emailed him and their answers to questions he posed in email 
communications.  Consequently, the Engagement Quality Reviewer was unable to evaluate 
the engagement team’s determination, communication, and documentation of critical audit 
matters because he did not have unfettered access to Old Akazoo’s audit file.  Fourth, two 
of the audit work papers that the Engagement Quality Reviewer reviewed contradicted 
Crowe U.K.’s conclusions about Old Akazoo’s revenue.  The Engagement Quality 
Reviewer, thus did not sufficiently evaluate the engagement team’s assessment of and audit 

 
17 
 
responses to the significant risk that Old Akazoo’s misstated its revenue.   
AS 2301: The Auditor’s Responses to the Risks of Material Misstatement and AS 
2401: Consideration of Fraud in a Financial Statement Audit 
75. AS 2301.11A requires auditors to respond to risks associated with 
significant unusual transactions and references to the requirements in AS 2401.66-67A to 
perform procedures to respond to fraud risks posed by the significant unusual transactions 
in the risk assessment process. 
76. AS 2401.66 recognizes that evaluating whether the business purpose for 
significant unusual transactions indicates that the transactions may have been entered into to 
engage in fraud. 
77. AS 2401.66A requires that the auditor design and perform procedures to 
obtain an understanding of the business purpose (or lack thereof) of each significant unusual 
transaction that the auditor has identified.  
78. AS 2401.67 requires that the auditor evaluate whether the business purpose 
(or the lack thereof) indicates that the significant unusual transaction may have been entered 
into to engage in fraudulent financial reporting or conceal misappropriation of assets.  In 
making that evaluation, the auditor should, among others, evaluate whether: 
 The form of the transaction is overly complex (e.g., the transaction involves 
multiple entities within a consolidated group or unrelated third parties); and 
 The transaction enables the company to achieve certain financial targets. 
79. Crowe U.K. and the Engagement Partner violated AS 2301 and AS 2401.  
As noted above, the engagement team did not perform procedures to respond to the fraud 
risk caused by the tripartite agreements, which were significant and unusual transactions.  
No one from the engagement team tried to verify the commercial purpose of the 
transactions or directly contact the other parties to the agreements.  Nor was there any 
explanation for the tripartite agreements in the work papers.  Last, the engagement team 
never evaluated whether the tripartite agreements represented a fraud risk even though Old 
Akazoo used the agreements to justify why the aggregators never made cash payments to 
Old Akazoo in 2018. 
AS 2310: The Confirmation Process 
80. AS 2310.26 requires an auditor to direct the confirmation request to a third 
party who the auditor believes is knowledgeable about the information to be confirmed. 
81. AS 2310.27 requires an auditor to exercise a heightened degree of 
professional skepticism, such as, for significant unusual year-end transactions that have a 

 
18 
 
material effect on the financial statements. 
82. AS 2310.28 requires an auditor maintain control over the confirmation 
requests and responses.  Maintaining control means establishing direct communication 
between the intended recipient and the auditor to minimize the possibility that the results 
will be biased because of interception and alteration of the confirmation requests or 
responses. 
83. AS 2310.29 recognizes that there may be situations in which a third-party 
responds to a confirmation request other than in a written communication mailed to the 
auditor.  In those instances, additional evidence may be required to support the 
confirmations validity. 
84. AS 2310.33 requires the auditor, after performing any alternative 
procedures, to evaluate the combined evidence provided by the confirmations and the 
alternative procedures, to determine whether sufficient evidence has been obtained about all 
the applicable financial statement assertions.  In performing that evaluation, the auditor 
should consider (a) the reliability of the confirmations and alternative procedures; (b) the 
nature of any exceptions, including the implications, both quantitative and qualitative, of 
those exceptions; (c) the evidence provided by other procedures; and (d) whether additional 
evidence is needed.  If the combined evidence provided by the confirmations, alternative 
procedures, and other procedures is not sufficient, the auditor should request additional 
confirmations or extend other tests, such as tests of details or analytical procedures. 
85. Crowe U.K. and the Engagement Partner performed deficient audit 
procedures related to confirmations.  First, the engagement team did not direct the 
confirmations to the aggregators.  Rather, they allowed Old Akazoo to direct and control the 
confirmation process, which included Old Akazoo selecting the person at the aggregator to 
sign the confirmation letter.  Second, the engagement team did not exercise a heightened 
degree of professional skepticism when presented with the June 6, 2019, confirmation 
letters that they received indirectly from Old Akazoo.  Even though the aggregators 
confirmed significant unusual transactions that Old Akazoo claimed to have entered into 
with the aggregators by December 31, 2018, but failed to record in Old Akazoo’s records 
until May 2019.  Third, notwithstanding red flags, the engagement team did not undertake 
appropriate and sufficient procedures regarding the validity of the confirmations process 
with the aggregators.  Fourth, the engagement team did not analyze whether sufficient 
evidence was obtained about all the applicable financial statement assertions, namely, the 
amount of Old Akazoo’s revenue. 
VIOLATIONS   
         
86. Rule 2-02(b)(1) of Regulation S-X requires an accountant’s report to state 
whether the audit was performed in accordance with applicable auditing standards. 17 CFR 
210.2-02(b)(1).  Crowe U.K. violated Rule 2-02(b)(1) of Regulation S-X and the 

 
19 
 
Engagement Partner and the Engagement Quality Reviewer caused Crowe U.K.’s violation 
of the same when Crowe U.K. issued the Audit Report attesting that it had conducted Old 
Akazoo’s 2018 Audit in accordance with PCAOB standards when it had not. 
87. Section 13(a) of the Exchange Act and Rule 13a-19 requires every foreign 
private issuer that was a shell company to file a report on Form 20-F.  Crowe U.K., the 
Engagement Partner, and the Engagement Quality Reviewer caused Akazoo to violate 
Section 13(a) of the Exchange Act and Rule l3a-9 thereunder by allowing the incorporation 
of Crowe U.K.’s Audit Report in Akazoo’s Form 20-F. 
88. Section 14(a) of the Exchange Act and Rule 14a-9 thereunder prohibit any 
person from soliciting or permitting the use of their name to solicit any proxy or consent or 
authorization in respect to any registered security at the time and in the light of the 
circumstances under which it was made, was false or misleading with respect to a material 
fact, or which omitted to state a material fact necessary in order to make the statements 
therein not false or misleading or necessary to correct any statement in any earlier 
communication with respect to the solicitation of a proxy for the same meeting or subject 
matter which has become false or misleading while using the mail or any means or 
instrumentality of interstate commerce.  Crowe U.K. violated Section 14(a) of the Exchange 
Act and Rule 14a-9 thereunder and the Engagement Partner and the Engagement Quality 
Reviewer caused Crowe U.K.’s violations of the same by permitting the inclusion of Crowe 
U.K.’s Audit Report in the August 14, 2019 Filing. 
89. Section 4C(a)(2) of the Exchange Act and Rule 102(e)(1)(ii) of the 
Commission’s Rules of Practice provide, in part, that the Commission may censure a person 
or deny, temporarily or permanently, the privilege of appearing or practicing before the 
Commission to 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: (i) 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 (ii) repeated instances of unreasonable 
conduct, each resulting in violations of applicable professional standards, that indicate a 
lack of competence to practice before the Commission.  See Rule 102(e)(1)(iv)(B)(1) and 
(2).  By violating PCAOB standards in connection with the 2018 Audit of Old Akazoo, as 
described above, Crowe U.K., the Engagement Partner, and the Engagement Quality 
Reviewer engaged in improper professional conduct as defined in Rule 102(e)(1)(iv).  
FINDINGS 
90. Based on the foregoing, the Commission finds that Crowe U.K. violated 
Rule 2-02(b)(1) of Regulation S-X. 
91. Based on the foregoing, the Commission finds that the Engagement Partner 

 
20 
 
and the Engagement Quality Reviewer caused Crowe U.K. to violate Rule 2-02(b)(1) of 
Regulation S-X. 
92. Based on the foregoing, the Commission finds that Crowe U.K., the 
Engagement Partner, and the Engagement Quality Reviewer caused Akazoo to violate 
Section 13(a) of the Exchange Act and Rule 13a-19 promulgated thereunder. 
93. Based on the foregoing, the Commission finds that Crowe U.K. violated 
Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. 
94. Based on the foregoing, the Commission finds that the Engagement Partner 
and the Engagement Quality Reviewer caused Crowe U.K. to violate Section 14(a) of the 
Exchange Act and Rule 14a-9 promulgated thereunder. 
95. Based on the foregoing, the Commission finds that Crowe U.K., the 
Engagement Partner, and, the Engagement Quality Reviewer 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. 
DISGORGEMENT AND CIVIL PENALTIES 
96. The disgorgement ordered in Section IV.D. is consistent with equitable 
principles and does not exceed Crowe U.K.’s net profits from its violations.  Crowe 
U.K.’s $187,740 in disgorgement and $28,104 in prejudgment interest are deemed satisfied 
by Crowe U.K.’s payment of $11,500,000 to Akazoo’s defrauded investors. 
UNDERTAKINGS 
97. Crowe U.K. has resigned from all audit engagements for issuer clients and 
has withdrawn its PCAOB registration. 
Acceptance of New Clients 
98. Crowe U.K. undertakes not to accept an audit engagement from any new 
client who is: (1) an issuer as that term is defined in Section 2(a)(7) of the Sarbanes-Oxley 
Act of 2002; (2) registered with the Commission; (3) seeking an audit for the purpose of 
registering securities with the Commission from the date of entry of this order; or (4) 
permitting the inclusions of its audit report in any SEC filing. 
99. If Crowe U.K. wishes to accept any audit engagement from any new client 
described in paragraph 98, Crowe U.K. undertakes that, before it accepts such engagements, 
it will: (1) certify that it is registered with the PCAOB in accordance with the Sarbanes-
Oxley Act of 2002, and such registration continues to be effective; (2) comply with the 
undertakings discussed in paragraphs 100 through 113 below; and (3) provide the Division 
of Enforcement with written certification of such compliance by an independent consultant, 

 
21 
 
as set forth in paragraph 110 below. 
Independent Consultant 
100. If Crowe U.K. wishes to accept any audit engagement from any new client 
described in paragraph 98, it shall retain the services of an independent consultant 
(“Independent Consultant”) not unacceptable to the Division of Enforcement of the 
Commission (“Division of Enforcement”), to review and evaluate Crowe U.K.’s policies 
and procedures regarding: (1) demonstrating training and proficiency, (2) exercising due 
professional care in the performance of work, (3) obtaining sufficient appropriate audit 
evidence, (4) maintaining sufficient audit documentation, (5) supervising the audit 
engagement, (6) conducting proper EQRs, (7) confirmation procedures, (8) conducting 
appropriate procedures to obtain reasonable assurance that the financial statements are free 
of material misstatements caused by fraud, and (9) adhering to the quality control standards.  
The Independent Consultant will also review and evaluate whether Crowe U.K. has adopted 
policies and procedures to provide the firm with reasonable assurance that its auditors are 
complying with professional standards and monitoring compliance with the firm’s policies 
and procedures. 
101. Crowe U.K. shall provide to the Commission staff a copy of the engagement 
letter detailing the scope of the Independent Consultant’s responsibilities.  The Independent 
Consultant’s compensation and expenses shall be borne exclusively by Crowe U.K. 
102. Crowe U.K. shall cooperate fully with the Independent Consultant and shall 
provide reasonable access to firm personnel, information, and records as the Independent 
Consultant may reasonably request for the Independent Consultant’s review and evaluation 
described herein and the reports specified in paragraphs 106 and 109 below. 
103. To ensure the independence of the Independent Consultant, Crowe U.K.: (1) 
shall not have the authority to terminate the Independent Consultant or substitute another 
independent compliance consultant for the initial Independent Consultant, without the prior 
written approval of the Commission staff; and (2) shall compensate the Independent 
Consultant and persons engaged to assist the Independent Consultant for services rendered 
pursuant to this Order at their reasonable and customary rates. 
104. Crowe U.K. shall require the Independent Consultant to enter into an 
agreement that provides that for the period of engagement and for a period of two years 
from completion of the engagement, the Independent Consultant shall not enter into any 
employment, consultant, attorney-client, auditing or other professional relationship with 
Crowe U.K. or Crowe Global or any of their present or former affiliates, directors, officers, 
employees, or agents acting in their capacity.  The agreement will also provide that the 
Independent Consultant will require that any firm with which he/she is affiliated or of 
which he/she is a member, and any person engaged to assist the Independent Consultant in 
performance of his/her duties under this Order shall not, without prior written consent of the 

 
22 
 
Division of Enforcement’s Fort Worth Regional Office, enter into any employment, 
consultant, attorney-client, auditing, or other professional relationship with Crowe U.K. or 
Crowe Global or any of its present or former affiliates, directors, officers, employees, or 
agents acting in their capacity as such for the period of the engagement and for a period of 
two years after the engagement. 
105. The reports by the Independent Consultant will likely include confidential 
financial, proprietary, competitive business or commercial information.  Public disclosure 
of the reports could discourage cooperation, impede pending or potential government 
investigations or undermine the objectives of the reporting requirement.  For these reasons, 
among others, the reports and the contents thereof are intended to remain and shall remain 
non-public, except (1) pursuant to court order, (2) as agreed to by the parties in writing, (3) 
to the extent that the Commission determines in its sole discretion that disclosure would be 
in furtherance of the Commission’s discharge of its duties and responsibilities, or (4) is 
otherwise required by law. 
Independent Consultant Reports and Certifications 
106. Within five months of the Independent Consultant being retained, Crowe 
U.K. shall require the Independent Consultant to issue a detailed written report (“Report”) 
to Crowe U.K.: (1) describing the Independent Consultant’s review and evaluation of the 
areas identified in paragraph 100 above; and (2) making recommendations, where 
appropriate, reasonably designed to ensure that audits conducted by Crowe U.K. comply 
with Commission regulations and with PCAOB standards and rules.  Crowe U.K. shall 
require the Independent Consultant to provide a copy of the Report to the Commission staff 
when the Report is issued. 
107. Crowe U.K. shall adopt, implement, and thereafter maintain all 
recommendations made by the Independent Consultant in the Report; provided, however, 
that within thirty days of issuance of the Report, Crowe U.K. may advise the Independent 
Consultant and the Division of Enforcement in writing of any recommendation that it 
considers to be unnecessary, unduly burdensome, or impractical.  With respect to any such 
recommendation, Crowe U.K. need not adopt that recommendation at that time but shall 
propose in writing to the Independent Consultant and the Division of Enforcement an 
alternative policy, procedure, or system designed to achieve the same objective or purpose.  
As to any of the Independent Consultant’s recommendations about which Crowe U.K. and 
the Independent Consultant do not agree, Crowe U.K. shall attempt in good faith to reach 
agreement with the Independent Consultant within sixty days of the date of the Report.  In 
the event that Crowe U.K. and the Independent Consultant are unable to agree on an 
alternative proposal, Crowe U.K. shall abide by the determinations of the Independent 
Consultant and adopt those recommendations deemed appropriate by the Independent 
Consultant. 
108. Within sixty days of issuance of the Report, but not sooner than thirty days 

 
23 
 
after a copy of the Report is provided to the Commission staff, Crowe U.K. shall certify to 
the Commission staff in writing that it has adopted and has implemented or will implement 
all recommendations of the Independent Consultant (“Interim Certification of 
Compliance”).  Crowe U.K. shall provide a copy of the Interim Certification of Compliance 
to the Commission staff. 
109. Within six months of the issuance of the Report, Crowe U.K. shall require 
the Independent Consultant to: (1) test whether Crowe U.K. has implemented and enforced 
its policies and procedures concerning the areas specified in paragraph 100 above; (2) 
assess the effectiveness of those policies and procedures; and (3) test whether Crowe U.K.’s 
staff has completed the training specified in paragraph 111 below.  Crowe U.K. shall 
require the Independent Consultant to issue a written final report summarizing the results of 
the Independent Consultant’s test and assessment (“Final Report”) and to provide a copy of 
the Final Report to the Commission Staff. 
110. Upon issuance of the Final Report, if the Independent Consultant determines 
that the undertakings discussed herein have been completed to the satisfaction of the 
Independent Consultant, Crowe U.K. shall require the Independent Consultant to certify in 
writing that the undertakings have been completed (“Independent Consultant Certification”) 
and provide a copy of this certification to the Commission staff.  Crowe U.K.’s undertaking 
to not accept any new clients described in paragraph 98 above shall continue until the 
Independent Consultant has issued the Independent Consultant Certification. 
Training 
111. If Crowe U.K. wishes to accept any audit engagement from any new client 
described in paragraph 98, Crowe U.K. shall require each audit and attest professional who 
will participate in such engagement to complete successfully: (a) a minimum of 24 hours of 
PCAOB audit-related training; and (b) a minimum of 8 hours of fraud-detection training.   
The audit-related training requirement will cover the topics specified in paragraph 100 
above, with no less than four hours being devoted to confirmation procedures.  The audit-
related training requirement may be fulfilled by completing course(s) conducted in 
accordance with the applicable governing professional boards or agencies.  The fraud-
detection training requirement will include training in techniques in detecting and 
responding to possible fraud in the course of public company audits by audit clients or by 
employees, officers, or directors of audit clients. 
Crowe U.K. Certification 
112. Within sixty days from the date of completion of the undertakings, Crowe 
U.K. shall certify, in writing, compliance with the undertakings set forth above (“Final 
Certification of Compliance”).  The Final Certification of Compliance shall identify the 
undertakings, provide written evidence of compliance in the form of a narrative, and be 
supported by exhibits sufficient to demonstrate compliance.  The Commission staff may 

 
24 
 
make reasonable requests for further evidence of compliance, and Crowe U.K. agrees to 
provide such evidence. 
113. The engagement letter, Report, Interim Certification of Compliance, Final 
Report, Independent Consultant Certification, Final Certification of Compliance, and any 
related correspondence or other documents shall be submitted to Samantha Martin, Division 
of Enforcement, Securities and Exchange Commission, 801 Cherry Street., Ste. 1900, Fort 
Worth, TX 76102, with a copy to the Office of Chief Counsel of the Division of 
Enforcement. 
114. For good cause shown, the Commission staff may extend any of the 
procedural dates relating to the undertakings.  Deadlines for procedural dates shall be 
counted in calendar days, except that if the last day falls on a weekend or federal holiday, 
the next business day shall be considered to be the last day.   
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in the Respondents’ Offers. 
 
 Accordingly, it is hereby ORDERED, effective immediately, that: 
 
 A. Respondents shall cease and desist from committing or causing any violations and 
any future violations of Sections 13(a), and 14(a) of the Exchange Act and Rules 14a-9 and 13a-19, 
promulgated thereunder, and Rule 2-02(b)(1) of Regulation S-X. 
 
 B. Crowe U.K. is censured. 
 
C. Crowe U.K. shall comply with the undertakings enumerated in paragraphs 98 to 
113 of Section III above. 
 
D.  Crowe U.K. shall pay $187,740 in disgorgement plus prejudgment interest of 
$28,104, and payment is deemed satisfied by Crowe U.K.’s payment of $11,500,000 to Akazoo’s 
defrauded investors pursuant to settlements approved in private litigation. 
 
E. The Engagement Partner and the Engagement Quality Reviewer are hereby denied 
the privilege of appearing or practicing before the Commission as an accountant. 
 
 F. After five years from the date of the Order, the Engagement Partner may request 
that the Commission consider his reinstatement by submitting an application to the attention of the 
Office of the Chief Accountant. 
 

 
25 
 
 G. After two years from the date of the Order, the Engagement Quality Reviewer may 
request that the Commission consider his reinstatement by submitting an application to the 
attention of the Office of the Chief Accountant. 
 
 H. 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, the 
Engagement Partner and/or the Engagement Quality Reviewer shall submit a written statement 
attesting to an undertaking to have work by the Engagement Partner and/or the Engagement 
Quality Reviewer reviewed by the independent audit committee of any public company for which 
the Engagement Partner and/or the Engagement Quality Reviewer work or in some other manner 
acceptable to the Commission, as long as the Engagement Partner and the Engagement Quality 
Reviewer practice 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. 
 
 I. 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, the Engagement 
Partner and/or the Engagement Quality Reviewer shall submit a statement prepared by the audit 
committee(s) with which the Engagement Partner and/or the Engagement Quality Reviewer will be 
associated, including the following information: 
 
1. A summary of the responsibilities and duties of the specific audit committee(s) 
with which the Engagement Partner and/or the Engagement Quality Reviewer 
will be associated; 
 
2. A description of the Engagement Partner’s and/or the Engagement Quality 
Reviewer’s role on the specific audit committee(s) with which the Engagement 
Partner and/or the Engagement Quality Reviewer 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 the Engagement Partner’s and/or the 
Engagement Quality Reviewer’s service on the specific audit committee; and 
 
5. A statement noting whether the Engagement Partner and/or the Engagement 
Quality Reviewer will be able to act unilaterally on behalf of the Audit 
Committee as a whole. 
 

 
26 
 
 J. In support of any application for reinstatement to appear and practice before the 
Commission as an independent accountant (auditor) before the Commission, the Engagement 
Partner and/or the Engagement Quality Reviewer must be associated with a public accounting firm 
registered with the PCAOB, and the Engagement Partner and/or the Engagement Quality Reviewer 
shall submit the following additional information: 
 
1. A statement from the public accounting firm (the “Firm”) with which the 
Engagement Partner and/or the Engagement Quality Reviewer are 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 Engagement Partner and/or the 
Engagement Quality Reviewer are 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 
the Engagement Partner and/or the Engagement Quality Reviewer will not 
receive appropriate supervision; and 
 
3. A statement from the Engagement Partner and/or the Engagement Quality 
Reviewer indicating that the PCAOB has taken no disciplinary actions against 
the Engagement Partner and/or the Engagement Quality Reviewer since seven 
(7) years prior to the date of the Order other than for the conduct that was the 
basis for the Order. 
 
 K. In support of any application for reinstatement, the Engagement Partner and/or the 
Engagement Quality Reviewer shall provide documentation showing that the Engagement Partner 
and/or the Engagement Quality Reviewer are currently licensed as certified public accountants 
(“CPA”), or Associate Chartered Accountants (“ACA”), or Fellow Chartered Accountants 
(“FCA”) and that the Engagement Partner and/or the Engagement Quality Reviewer have resolved 
all other disciplinary issues with any applicable state boards of accountancy.  If the Engagement 
Partner and/or the Engagement Quality Reviewer are not currently licensed as CPAs, ACAs, or 
FCAs, the Engagement Partner and/or the Engagement Quality Reviewer shall provide 
documentation showing that their licensure is dependent upon reinstatement by the Commission. 
 
 L. In support of any application for reinstatement, the Engagement Partner and/or the 
Engagement Quality Reviewer shall also submit a signed affidavit truthfully stating, under penalty 
of perjury: 
 
1. That the Engagement Partner and/or the Engagement Quality Reviewer have 
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; 
 

 
27 
 
2. That the Engagement Partner and/or the Engagement Quality Reviewer 
undertake to notify the Commission immediately in writing if any information 
submitted in support of the application for reinstatement becomes materially 
false or misleading or otherwise changes in any material way while the 
application is pending; 
 
3. That the Engagement Partner and/or the Engagement Quality Reviewer, since 
the entry of the Order, have 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 the Engagement Partner and/or the Engagement Quality Reviewer, since 
the entry of the Order: 
 
a. have 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. have not been found by the Commission or a court of the United States 
to have committed a violation of the federal securities laws, and have 
not been enjoined from violating the federal securities laws, except for 
any finding or injunction concerning the conduct that was the basis for 
the Order; 
 
c. have not been charged by the Commission or the United States with a 
violation of the federal securities laws, except for any charge concerning 
the conduct that was the basis for the Order; 
 
d. have 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. have 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. 
 

 
28 
 
5. That the Engagement Partner’s and/or the Engagement Quality Reviewer’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; and 
 
6. That the Engagement Partner and/or the Engagement Quality Reviewer have 
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. 
 
 M. The Engagement Partner and/or the Engagement Quality Reviewer shall also 
provide a detailed description of: 
 
1. The Engagement Partner’s and/or the Engagement Quality Reviewer’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 the Engagement 
Partner and/or the Engagement Quality Reviewer reported for such 
work; and 
 
2. The Engagement Partner’s and/or the Engagement Quality Reviewer’s plans for 
any future appearance or practice before the Commission. 
 
 N. The Commission may conduct its own investigation to determine if the foregoing 
attestations are accurate. 
 
 O. If the Engagement Partner and/or the Engagement Quality Reviewer provide the 
documentation and attestations required in this Order and the Commission (1) discovers no 
contrary information therein, and (2) determines that the Engagement Partner and/or the 
Engagement Quality Reviewer truthfully and accurately attested to each of the items required in 
the Engagement Partner’s and/or the Engagement Quality Reviewer’s affidavit, and the 
Commission discovers no information, including under Paragraph N, indicating that the 
Engagement Partner and/or the Engagement Quality Reviewer have violated a federal securities 
law, rule or regulation or rule of professional conduct applicable to the Engagement Partner and/or 
the Engagement Quality Reviewer since entry of the Order (other than by conduct underlying the 
Engagement Partner’s and/or the Engagement Quality Reviewer’s original Rule 102(e) 
suspension), then, unless the Commission determines that reinstatement would not be in the public 

 
29 
 
interest, the Commission shall reinstate the Engagement Partner and/or the Engagement Quality 
Reviewer for cause shown. 
 
 P. If the Engagement Partner and/or the Engagement Quality Reviewer are 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 N, the burden shall 
be on the Engagement Partner and/or the Engagement Quality Reviewer to provide an explanation 
as to the facts and circumstances pertaining to the matter setting forth why the Engagement Partner 
and/or the Engagement Quality Reviewer believe cause for reinstatement nonetheless exists and 
reinstatement would not be contrary to the public interest. The Commission may then, in its 
discretion, reinstate the Engagement Partner and/or the Engagement Quality Reviewer for cause 
shown. 
 
 Q. If the Commission declines to reinstate the Engagement Partner and/or the 
Engagement Quality Reviewer pursuant to Paragraphs K and L, it may, at the Engagement 
Partner’s and/or the Engagement Quality Reviewer’s request, hold a hearing to determine whether 
cause has been shown to permit the Engagement Partner and/or the Engagement Quality Reviewer 
to resume appearing and practicing before the Commission as an accountant. 
 
 R. Crowe U.K. shall, within 10 days of the entry of this Order, pay a civil money 
penalty in the amount of $750,000 to the Securities and Exchange Commission for transfer to the 
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. 
 
 S. The Engagement Partner shall, within 10 days of the entry of this Order, pay a civil 
money penalty in the amount of $25,000 to the Securities and Exchange Commission for transfer 
to the 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. 
 
 T. The Engagement Quality Reviewer shall, within 10 days of the entry of this Order, 
pay a civil money penalty in the amount of $10,000 to the Securities and Exchange Commission 
for transfer to the 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) Respondents may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request;  
 
(2) Respondents 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  

 
30 
 
 
(3) Respondents 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 
Crowe U.K. LLP, Nigel Bostock, or Matthew Stallabrass 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 Eric Werner, Associate Regional Director, Division of Enforcement, Securities and 
Exchange Commission, 801 Cherry Street, Ste. 1900, Fort Worth, TX 76102. 
 
U. 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, Respondents agree that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it 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 it 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. 
  

 
31 
 
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 
the Engagement Partner and the Engagement Quality Reviewer, and further, any debt for 
disgorgement, prejudgment interest, civil penalty or other amounts due by the Engagement Partner 
and the Engagement Quality Reviewer 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 Engagement Partner and the Engagement Quality Reviewer 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 
 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 98118 / August 14, 2023 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4438 / August 14, 2023 

 

ADMINISTRATIVE PROCEEDING 

File No.  3-21560 

 

 

 

 

In the Matter of 

 

CROWE U.K. LLP, 

NIGEL D. BOSTOCK, FCA, 

AND 

MATTHEW C. 

STALLABRASS, FCA 

             

 

Respondents. 

 

 

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 

CEASE-AND-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 Crowe U.K. 

LLP ( “Crowe U.K.”), Nigel D. Bostock, FCA, and Matthew C. Stallabrass, FCA (each a 

“Respondent” and collectively “Respondents”) pursuant to Sections 4C1 and 21C of the Securities 

                                                 
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 

 

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

Practice.2 

 

II. 
 

 In anticipation of the institution of these proceedings, Respondents have submitted Offers 

of Settlement (“Offers”) 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 them and the subject matter of these proceedings, which are 

admitted, Respondents consent 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 Rule of Practice, Making Findings, and Imposing 

Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   

III. 
 

 On the basis of this Order and Respondents’ Offers, the Commission finds3 that:  

 

SUMMARY 

1. These proceedings arise out of Crowe U.K.’s deficient audit of Akazoo 

Limited’s (“Old Akazoo”) 2018 financial statements (“2018 Audit”) in connection with Old 

Akazoo’s business combination with a special purpose acquisition company (“the SPAC”).  

Crowe U.K. audited Old Akazoo’s financial statements for the years ended 2016 through 

2018 subject to PCAOB standards.  The SPAC included Crowe U.K.’s audit report 

containing an unqualified opinion dated June 7, 2019 (“Audit Report”) in its joint proxy and 

registration statement filed for the initial business combination with Old Akazoo (known as 

a “de-SPAC transaction”).  This filing falsely stated Old Akazoo earned over $120 million 

in revenue and had over four million paying subscribers in 2018.  In reality, Old Akazoo 

had only negligible amounts of revenue and subscribers.   

2. In order to give the appearance of revenue, Old Akazoo fabricated 

companies it called “aggregators.”  Old Akazoo explained to Crowe U.K., but not to the 

                                                 
 

2  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. 

  
3   The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any 

other person or entity in this or any other proceeding. 

 



 

3 

 

SPAC’s investors, that it never received cash payments from the purported aggregators in 

2018 because Old Akazoo netted out the revenues and expenses attributable to the 

aggregators.  In support of its false explanation to Crowe U.K., Old Akazoo presented 

Crowe U.K. with facially problematic agreements that lacked a commercial purpose and 

dubious confirmation letters – both of which were fake.  Crowe U.K., however, did not 

design audit procedures to respond to these red flags or even attempt to contact the 

aggregators directly.  Less than a year after Crowe U.K. signed the Audit Report, Akazoo 

S.A. (“Akazoo”), Old Akazoo’s public company successor after the de-SPAC transaction, 

reported that Old Akazoo’s management had conducted a financial fraud that lasted several 

years, including the years audited by Crowe U.K.   

3. During the 2018 Audit, Crowe U.K. violated applicable PCAOB standards.  

Crowe U.K. did not exercise an appropriate level of due professional care or professional 

skepticism when it came to the aggregators, even though improper revenue recognition is a 

significant risk and fraud risk per PCAOB guidance.  Crowe U.K. also violated other 

PCAOB standards, such as failing to control the confirmation process and failing to conduct 

a meaningful engagement quality review (“EQR”).  Further, Crowe U.K. had deficient 

quality controls.  As a result of these failures, Crowe U.K. engaged in improper professional 

conduct during the 2018 Audit of Old Akazoo.  

RESPONDENTS 
  

4. Crowe U.K. LLP was a PCAOB-registered public accounting firm 

headquartered in London, U.K.  Crowe U.K. submitted a request to withdraw its registration 

from the PCAOB on June 2, 2023.  It provides audit, tax, advisory, and risk services 

through its offices in the United Kingdom, and is affiliated with Crowe Global, a 

multinational professional services network consisting of more than 220 firms licensed to 

use “Crowe” or “Horwath.” 

5. Nigel D. Bostock, FCA, (the “Engagement Partner”) resides in the United 

Kingdom, has served as the CEO of Crowe U.K. since September 2017, and is a member of 

the board of Crowe Global.  He was the engagement partner for each of Crowe U.K.’s 

audits of Old Akazoo from 2015 through 2018 and supervised the audit team in London and 

Athens, Greece.  The Engagement Partner is a Fellow of the Institute of Chartered 

Accountants in England and Wales (“ICAEW”). 

6. Matthew C. Stallabrass, FCA, (the “Engagement Quality Reviewer”) 

resides in the U.K., is a partner at Crowe U.K., and member of the firm’s Supervisory 

Board.  He was the engagement quality reviewer for Crowe U.K.’s 2018 Audit of Old 

Akazoo as required by PCAOB standards.  The Engagement Quality Reviewer is a Fellow 



 

4 

 

of the ICAEW. 

OTHER RELATED ENTITY 

 

7. Akazoo is organized under the laws of Luxembourg.  From September 2019 

to May 2020, Akazoo’s principal place of business was Athens, Greece.  Akazoo was 

formed in September 2019 as a result of a merger between the SPAC and Old Akazoo, a 

purported music streaming company that offered its services to emerging markets.  

Akazoo’s ordinary shares were registered under the Exchange Act pursuant to Section 12(b) 

and traded on the Nasdaq under the ticker “SONG,” before being delisted on June 2, 2020.  

The shares were deregistered in January 2021.  As of the date of this Order, Akazoo has no 

operations and exists only to respond to legal disputes.    

FACTS 

Background 

8. Crowe U.K. became Old Akazoo’s auditor in 2016 for the audit year ending 

December 31, 2015 when Old Akazoo was a private company.  Old Akazoo retained Crowe 

U.K. to conduct its U.K. statutory audit and component reporting to the auditors of Old 

Akazoo’s then-London Stock Exchange listed parent company (“Parent Company”).  After 

Parent Company went private, Crowe U.K. continued to conduct Old Akazoo’s statutory 

audits and reporting to Parent Company’s auditors for the years ended 2016 and 2017 using 

International Standards on Auditing applicable in the U.K.  During this time, the members 

of the engagement team visited Old Akazoo’s primary location in Athens at least twice. 

9. In January 2019, the SPAC publicly disclosed Old Akazoo as its target for a 

de-SPAC transaction.  Because Old Akazoo needed three years of audited financial 

statements for the de-SPAC transaction, Old Akazoo retained Crowe U.K., using the same 

engagement team it had worked with since 2016.  This new engagement required Crowe 

U.K. to apply PCAOB auditing standards to re-audit Old Akazoo’s financial statements for 

the years ended 2016 and 2017 and to conduct Old Akazoo’s 2018 Audit.   

10.  On August 14, 2019, the SPAC filed a joint proxy and registration 

statement with the SEC on Form F-4 (“August 14, 2019 Filing”), in which the SPAC’s 

board of directors recommended that shareholders vote for the proposed business 

combination with Old Akazoo.  The August 14, 2019 Filing falsely described Old Akazoo’s 

music streaming business as of December 31, 2018, with the following highlights: 

 Over 4.6 million subscribers paid for Old Akazoo’s streaming content monthly; 

 Old Akazoo’s subscribers either paid Old Akazoo directly or through partners; 

 Old Akazoo also generated revenue through a free, ad-supported radio service with 2.6 

million users; 

 Old Akazoo operated in 25 separate markets; 



 

5 

 

 Old Akazoo was a profitable business with positive EBITDA since inception; 

 Old Akazoo had €104.8 million (or $120 million) in revenue in 2018; and 

 Old Akazoo had developed deep relationships with a large number of global, regional, 

and local music content providers. 

 

11. The August 14, 2019 Filing included Crowe U.K.’s Audit Report.  In the 

Audit Report, Crowe U.K. claimed it had audited Old Akazoo’s financial statements for the 

years ended 2018, 2017, and 2016 and that, in its opinion, Old Akazoo fairly presented its 

financial statements in all material respects in accordance with International Financial 

Reporting Standards.  Crowe U.K. also stated it conducted its audits in accordance with 

PCAOB standards.  Crowe U.K. permitted the Audit Report’s inclusion in the August 14, 

2019 Filing.   

12. The merger between the SPAC and Old Akazoo became effective on 

September 11, 2019, which created Akazoo.  On September 17, 2019, Akazoo filed a Shell 

Company Report on Form 20-F that incorporated the Audit Report by reference with Crowe 

U.K.’s permission. 

13. Approximately seven months later, on April 20, 2020, a short-selling hedge 

fund published a report claiming that Akazoo had negligible operations, subscribers, and 

revenue.  Akazoo promptly formed a special committee of independent directors to 

investigate the claims.  On May 1, 2020, Akazoo disclosed that it had terminated its CEO – 

who had been Old Akazoo’s CEO – and asked him to resign from the Board because of his 

failure to cooperate with the investigation.  In the same filing, Akazoo disclosed that Old 

Akazoo’s 2018, 2017, and 2016 financial statements “should no longer be relied upon due 

to the possibility that such financial statements contain material errors.”   

14. Akazoo released the results of the internal investigation in a Form 6-K filing 

with the SEC on May 21, 2020, admitting that “former members of Akazoo’s management 

team and associates defrauded Akazoo’s investors . . . by materially misrepresenting 

Akazoo’s business, operations, and financial results as part of a multi-year fraud.”  Akazoo 

admitted that its “historical financial statements were materially false and misleading, that 

Akazoo has had only negligible actual revenue and subscribers for years and that former 

members of Akazoo management and associates participated in a sophisticated scheme to 

falsify Akazoo’s books and records…” 

15. On September 30, 2020, the SEC filed SEC v. Akazoo S.A., 1:20-cv-08101-

AKH (S.D.N.Y.), an emergency action charging Akazoo with fraud and other violations.  

That case concluded in October 2021, after the Commission received all requested relief. 

The Crowe U.K. Engagement Team 

16. Crowe U.K.’s engagement team for the 2018 Audit was led by the 

Engagement Partner and included audit managers based in London and Athens that 



 

6 

 

conducted the fieldwork under the Engagement Partner’s supervision.  The engagement 

team and the Engagement Quality Reviewer had almost no experience and limited training 

conducting PCAOB audits. 

 

The Aggregators 

 

17. Crowe U.K. overlooked red flags pertaining to Old Akazoo’s music 

streaming revenue and expenses that should have caused it to show greater skepticism and 

expand its audit procedures before opining on Old Akazoo’s financial statements.  The 

notes to the financial statements contained in the August 14, 2019 Filing stated that Old 

Akazoo’s revenue was generated though the sale of music-streaming subscriptions directly 

to end-users or “through partners who are generally telecommunications, social messaging 

or Original Equipment Manufacturers (OEM) companies.”  The August 14, 2019 Filing 

also stated that Old Akazoo’s major expense was the licensing fees it paid to music record 

labels, publishers, and other rights holder for the rights to stream music.  Nowhere in the 

notes to the financial statements or elsewhere did the August 14, 2019 Filing disclose that 

Old Akazoo claimed to pay the music licensing fees indirectly. 

 

18.  Crowe U.K.’s audit work papers, however, described Old Akazoo’s revenue 

and expense model differently from the SPAC’s August 14, 2019 Filing.  According to 

Crowe U.K.’s audit work papers, Old Akazoo’s business model depended on three so-called 

“aggregators” – third-party businesses that supposedly maintained contracts with 

telecommunication companies through which Old Akazoo’s streaming service was sold to 

end-users.  These aggregators purportedly generated and collected 90% of Old Akazoo’s 

streaming revenue. 

19. Despite the aggregators’ substantial and critical role in Old Akazoo’s 

revenue generation, Crowe U.K.’s work papers reflected that Old Akazoo never received 

any cash payments from them in 2018, a critical fact that was not included in the August 14, 

2019 Filing.  Old Akazoo’s explanation for this – which the engagement team accepted 

without skepticism – was that the aggregators also managed Old Akazoo’s licensing 

arrangements with content providers and paid licensing fees for content streamed through 

Old Akazoo’s platform, which were Old Akazoo’s largest expense.  Old Akazoo 

documented this dual relationship with the aggregators through so-called “set-off” 

agreements. 

20. Crowe U.K.’s work papers also reflected that the aggregators paid other Old 

Akazoo expenses in 2018 through arrangements the engagement team called “tripartite 

agreements.”  As Crowe U.K.’s work papers described, Old Akazoo contracted with 

various vendors to provide services (such as software development).  Instead of Old Akazoo 

paying its vendors directly, the aggregators purportedly agreed to pay the vendors using the 

streaming revenue the aggregators collected for Old Akazoo.  In theory, the tripartite 

agreements purportedly worked as follows: (1) the vendor agreed to release its claim against 

Old Akazoo and look exclusively to the aggregator for payment; (2) the aggregator agreed 



 

7 

 

to accept liability to the vendor; and (3) Old Akazoo released the aggregator for an amount 

of receivables equal to the vendor’s invoice. 

21. In reality, the aggregators were fictional.  During its internal investigation of 

the short seller’s allegations, Akazoo’s board of directors learned that the aggregators did 

not exist and that the alleged transactions with them were simply an elaborate ruse papered 

with false documents and non-existent transactions.  The tripartite agreements likewise 

were fabrications that did not reflect any actual transactions with real vendors.  Old Akazoo 

created these fictions to cover for its lack of cash flow despite claiming to have a large and 

growing subscriber base. 

 Crowe U.K. Did Not Validate the Aggregators’ Existence 

22. Per PCAOB guidance, Crowe U.K. identified improper revenue recognition 

as a significant risk and as a fraud risk.  Even so, it did not sufficiently design audit 

procedures to respond to the identified risk appropriately. 

23. The engagement team never validated the existence of the aggregators.  In 

particular, no one from the engagement team ever directly contacted the aggregators.  

During the 2018 Audit, the engagement team did not perform additional audit procedures to 

resolve inconsistencies.  For example, the engagement team did not verify the physical 

addresses of the aggregators – even when audit documentation showed that a certain 

aggregator had the same address as another purported service provider. 

Crowe U.K. Did Not Control the Confirmation Process with the 

Aggregators and Failed to Follow-up on Red Flags 

24. Crowe U.K. allowed Old Akazoo to control the process of confirming 

revenues and expenses with the aggregators.  An employee in Old Akazoo’s finance 

department sent account receivable confirmation letters to email addresses purporting to 

belong to aggregators and sometimes copied the Greek audit manager on the request.  

Although Crowe U.K.’s confirmations explicitly directed the aggregators to return the 

confirmation to a partner at Crowe Greece, some were returned to Old Akazoo, who then 

forwarded the confirmations it received from the aggregator to the Greek audit manager, or 

the aggregator copied the Greek audit manager on its response to Old Akazoo. 

  Red Flags in Aggregator A’s Confirmation Response 

25. Other aspects of the aggregators’ confirmation process raised more red flags.  

For instance, none of the aggregators’ representatives’ emails contained an email signature, 

and one aggregator’s email address did not correlate to the aggregator’s corporate name.  

But the engagement team did not question the discrepancy.     

26. On February 15, 2019, Old Akazoo gave Crowe U.K. an account receivable 

report purporting to reflect balances as of December 31, 2018 (“February AR Report”).  



 

8 

 

Using the figure in the February AR Report, Crowe U.K. drafted a confirmation letter to the 

aggregator that supposedly operated in Latin America (“Aggregator A”) asking Aggregator 

A to confirm that it owed Old Akazoo €19,143,029.50 as of December 31, 2018.  Crowe 

U.K. allowed Old Akazoo to email the confirmation letter directly to Aggregator A.  When 

Crowe U.K. received the confirmation letter back through Old Akazoo months later in May 

2019, “€19,143,029.50” was scratched out and “€3,702,750.14” was hand-written in the 

margins.  Aggregator A included no documentation or explanation for this in the response, 

even though the confirmation letter requested such support for any discrepancies. 

27. Crowe U.K. did not conduct audit procedures in response to the discrepancy.  

Instead, Crowe U.K. accepted Old Akazoo’s explanation that it failed to incorporate 

additional transactions between Old Akazoo and the aggregators that purportedly were 

entered into before December 31, 2018, in the February AR Report.  In support of this 

claim, Old Akazoo then provided Crowe U.K. a second “updated” AR report dated May 15, 

2019 (“May AR Report”) that reflected Aggregator A’s balance as of December 31, 2018, 

as €3,702,750.14.  The engagement team accepted this explanation even though it meant 

that – at best – Old Akazoo’s 2018 year-end accounting records were grossly incomplete as 

of February 15, 2019. 

 Additional Red Flags in the Confirmation Response 

28. The audit documentation related to the confirmation of Old Akazoo’s two 

other aggregators was even more suspicious because both aggregators confirmed the 

balance reflected on Old Akazoo’s February AR Report — the same balance Old Akazoo 

later told the engagement team was inaccurate in May 2019.  For example, Crowe U.K. 

dated the first confirmation letter for the aggregator that supposedly operated in Eastern 

Europe (“Aggregator B”) for February 15, 2019, using the figure “€14,198,520.68,” which 

was represented on the February AR Report.  Again, Crowe U.K. allowed Old Akazoo to 

email the confirmation letter to Aggregator B’s purported representative.  On April 16, 

2019, Aggregator B emailed Old Akazoo a signed confirmation letter agreeing to the 

balance, which was copied to Crowe Greece.   

29. Because the May AR report reflected that Aggregator B owed Old Akazoo 

€10,881,822.55 as of December 31, 2018, not €14,198,520.68, the Engagement Partner 

requested on June 6, 2019, that Old Akazoo provide a second set of confirmations from 

Aggregator B.  Rather than securing the confirmations directly from the aggregators, the 

Engagement Partner relied on confirmations that Old Akazoo’s Financial Controller 

forwarded to him.  On June 6, 2019 – the same day of the Engagement Partner’s request – 

Old Akazoo provided a new confirmation purportedly from Aggregator B that matched the 



 

9 

 

same balance as listed on Old Akazoo’s May AR report. 

30. Crowe U.K. accepted the June 6, 2019 confirmation letters from Old 

Akazoo – one day before issuing the Audit Report – without conducting any other audit 

procedures related to the authenticity of the confirmation letters.  For instance, Crowe U.K. 

did not contact Aggregator B to ask why it originally confirmed the balance of 

€14,198,520.68 if that amount did not reflect all the transactions between Old Akazoo and 

Aggregator B occurring in 2018.  The below chronology illustrates the suspicious timeline 

associated with the confirmation letters related to Aggregator B. 

Crowe U.K. Did Not Exercise Appropriate Professional Skepticism Regarding the 

Tripartite Agreements 

 

31. Crowe U.K. used deficient audit procedures to evaluate the tripartite 

agreements.  Crowe U.K. did nothing beyond reviewing the invoices and the tripartite 

agreements, which both raised red flags that Crowe U.K. did not address.  For example, Old 

Akazoo supposedly entered into a tripartite agreement with a purported content provider 

(“Vendor A”) and Aggregator A on December 31, 2018, to transfer approximately €11.6 

million.  Crowe U.K.’s work papers included invoices from Vendor A.  But those invoices 

contained little detail, listed Vendor A’s name slightly differently than the tripartite 

agreement, and reflected that Vendor A had the same mailing address in Belize as 

Aggregator A. 

32. Although the tripartite agreements represented significant unusual 

transactions, no one from the engagement team verified the commercial purpose of the 

transactions or directly contacted the parties to the agreements.  The engagement team’s 

blanket acceptance of the tripartite agreements was insufficient given that the agreements – 

on their face – provided no details explaining the rationale for the transactions. 

33. Rather than responding to the tripartite agreements with appropriate audit 

procedures, Crowe U.K. relied on questionable representations by Old Akazoo’s 

management.  Old Akazoo’s management told the Engagement Partner that the purpose of 

the tripartite agreements was to simplify Old Akazoo’s balance sheet.  But Crowe U.K. 



 

10 

 

failed to document even this inadequate explanation in its work papers.  Instead, the 

Engagement Partner required that Old Akazoo’s management provide additional 

representations that Old Akazoo’s creditors could not hold the company liable for the debts 

transferred via the tripartite agreement.   

Crowe U.K. Did Not Maintain Adequate Audit Documentation 

34. Much of the audit evidence in the audit documentation was deficient for at 

least two reasons.  First, the work papers described testing that Crowe U.K. did not actually 

perform.  Work papers, including Crowe U.K.’s audit findings report, reflected that Crowe 

U.K. reviewed payments received by the aggregators post year-end, but the aggregators 

never made any payments to Old Akazoo at any time in 2018 or 2019 that Crowe U.K. 

could review.  Second, Crowe U.K.’s audit documentation did not include sufficient 

appropriate audit evidence to support its audit conclusions.  For example, Crowe U.K.’s 

work papers claiming to support the accuracy of Old Akazoo’s account receivable balances, 

merely attached excel spreadsheets containing a listing of Old Akazoo’s aged receivable 

balances and purported revenue per segment.  These spreadsheets did not – in any way – 

support a conclusion that the information listed in the spreadsheets supported 

management’s assertions. 

Crowe U.K.  Did Not Conduct a Sufficient EQR 

35. Crowe U.K. did not conduct a sufficient EQR in accordance with PCAOB 

standards, giving rise to a number of deficiencies during the audit.  Rather than conducting 

his review independently, the Engagement Quality Reviewer felt pressured by the 

engagement team to complete his review quickly in order to meet a deadline set by Old 

Akazoo related to the de-SPAC transaction.  Consequently, the Engagement Quality 

Reviewer deviated from his standard practice of independently accessing and reviewing 

work papers in the audit file and instead relied on the engagement team’s answers to his 

questions.  He also relied on a handful of documents selected by the engagement team, 

including a draft version of the audit findings report that contained false statements, such as 

the engagement team’s representation that they reviewed cash payments from the 

aggregators as part of their audit procedures.   

36. The engagement team provided the Engagement Quality Reviewer with only 

the select following documents for his review: (1) a draft of Old Akazoo’s financial 

statements, (2) a draft of Crowe U.K.’s 2018 Audit Findings Report, (3) an IT audit report 

addressing Old Akazoo’s general IT controls, and (4) a document from 2015 drafted by Old 

Akazoo describing its business model.  With respect to these documents, the Engagement 

Quality Reviewer failed to note inconsistencies with Crowe U.K’s audit conclusions that 

should have caused him to question the engagement team and independently access and 

review the work papers.   

37. Although the Engagement Quality Reviewer focused on Old Akazoo’s 



 

11 

 

revenue recognition, which the engagement team had identified as the most significant risk 

in the audit, he did not devote sufficient time to the EQR to understand the basis for the 

engagement team’s conclusions.  The Engagement Quality Reviewer understood the 

significance of the aggregators to Old Akazoo’s revenue, asking [the engagement team]: 

Can you clarify the work done on revenue recognition[?]  In particular we seem to 

be placing a lot of reliance on the aggregators, how have they ensured completeness 

and how have we checked this? 

38. In response, the engagement team emailed the Engagement Quality 

Reviewer the IT audit report and a 2015 document describing Old Akazoo’s business 

model.  These documents, however, did not support the engagement team’s conclusions 

about revenue recognition or the aggregators’ involvement.  For example, the document 

describing Old Akazoo’s business model was four years old, which focused on Old 

Akazoo’s claim that it was growing rapidly.  More concerning, the document contradicted 

the engagement team’s conclusions about the aggregators’ role because it reflected that Old 

Akazoo paid royalty costs to content providers directly, not indirectly through the 

aggregators.  Likewise, the IT audit document merely reflected testing of Old Akazoo’s 

general IT controls, not the accuracy of its revenue or expense reconciliation.  Despite the 

shortcomings of this documentation, the Engagement Quality Reviewer did not request or 

review additional documentation before providing his concurring approval of issuance. 

39. In his haste to complete the EQR, the Engagement Quality Reviewer did not 

follow his normal practice of accessing the audit file to confirm that the audit evidence 

supported the engagement team’s conclusions.  As a result, the Engagement Quality 

Reviewer’s concurrence rested on the engagement team’s answers to his questions and the 

four documents they provided, which undermined his judgement as the Engagement 

Quality Reviewer and provided an insufficient basis for him to determine whether there 

were any significant engagement deficiencies. 

Crowe U.K.’s Inaccurate Statements in its Audit Report 

 

40. Crowe U.K.’s Audit Report falsely claimed that Old Akazoo fairly presented 

its financial statements in all material respects for the years ended 2018, 2017, and 2016, 

when Old Akazoo had a negligible amount of revenue, not the over $120 million in revenue 

Old Akazoo’s 2018 financial statements represented.  Crowe U.K.’s Audit Report also 

falsely stated that Crowe U.K. conducted the 2018 Audit in accordance with PCAOB 

standards.  Further, Crowe U.K. failed to perform procedures that responded to the risk that 

Old Akazoo was engaged in financial fraud.  Crowe U.K. knew that its Audit Report would 

be incorporated in the August 14, 2019 Filing and Akazoo’s post de-SPAC filing of its 



 

12 

 

Form 20-F on September 17, 2019. 

 

The Engagement Team Did Not Sufficiently Follow the Firm’s Policies and 

Procedures 

 

41. Although Crowe U.K. had engagement and review policies and procedures 

related to the auditing deficiencies described above, the firm failed to establish monitoring 

policies and procedures to provide the firm with reasonable assurance that those policies 

and procedures were suitably designed and effectively applied by the engagement team.  

For instance, Crowe U.K. had access to the Crowe Global Audit Manual, which contained 

relevant policies and procedures, but the engagement team never consulted the manual.  

Crowe U.K. also periodically emailed audit alerts to the entire firm, which covered subjects 

such as fraud risks and proper confirmation procedures.  Nevertheless, the Old Akazoo 

engagement team did not follow the guidance in the relevant audit alerts. 

 

THE RESPONDENTS VIOLATED NUMEROUS PCAOB AUDITING STANDARDS 

 

Crowe U.K. Failed to Adhere to the Quality Control Standards  

 

42. PCAOB Quality Control Standards Section (“QC”) 20.13 requires an audit 

firm to establish policies and procedures to provide reasonable assurance that, among other 

things: (1) those hired possess the appropriate characteristics to enable them to perform 

competently, and (2) work is assigned to personnel having the degree of technical training 

and proficiency required in the circumstances.   

43. QC 20.03 requires an audit firm to ensure that its personnel comply with the 

professional standards applicable to its accounting and auditing practice, which includes 

adopting policies and procedures to provide the firm with reasonable assurance that its 

auditors are complying with professional standards and monitoring compliance with the 

firm’s policies and procedures. 

44. QC 30.03 requires an audit firm to have monitoring procedures that should 

enable the firm to obtain reasonable assurance that its system of quality control is effective. 

45. QC 40.08 requires the firm’s policies and procedures to address competency 

requirements for the engagement partner, such as the ability to practice sound professional 

judgment.  The exercise of sound professional judgment includes the “ability to exercise 

professional skepticism and identify areas requiring special consideration including, for 

example, the evaluation of the reasonableness of estimates and representations made by 

management[.]” 

46. As detailed above, Crowe U.K. violated QC Sections 20, 30, and 40.  In 

particular, Crowe U.K. failed to appropriately establish and monitor its policies and 

procedures with respect to: (1) demonstrating training and proficiency; (2) exercising due 



 

13 

 

professional care in the performance of work; (3) obtaining sufficient appropriate audit 

evidence; (4) maintaining sufficient audit documentation; (5) supervising the audit 

engagement; (6) conducting proper engagement quality reviews; (7) appropriately 

confirming Old Akazoo’s revenues; and (8) conducting appropriate procedures to obtain 

reasonable assurances that the financial statements were free of material misstatements 

caused by fraud.  In addition, Crowe U.K.’s quality control policies and procedures failed to 

address that the engagement partner had the ability to practice sound professional judgment 

as evidenced by the engagement partner’s lack of professional skepticism in accepting 

deficient audit evidence and management’s representations regarding the aggregators. 

AS 1010: Training and Proficiency of the Independent Auditor 

47. AS 1010.01 requires that the audit is performed by a person or persons 

having adequate technical training and proficiency as an auditor. 

48. Crowe U.K. violated AS 1010.  As detailed above, the engagement team had 

almost no experience and limited training conducting an audit pursuant to PCAOB auditing 

standards.  Further, the training provided did not sufficiently prepare the engagement team 

to conduct the Old Akazoo engagement in conformity to PCAOB auditing standards. 

AS 1015: Due Professional Care in the Performance of Work 

49. AS 1015.01 requires an auditor to exercise due professional care in the 

planning and performance of the audit and the preparation of the report.  

50. AS 1015.09 requires that the auditor neither assumes that management is 

dishonest nor assumes unquestioned honesty.  The auditor should not be satisfied with less 

than persuasive evidence because of a belief that management is honest. 

51. Crowe U.K. and the Engagement Partner violated AS 1015.  As detailed 

above, the engagement team did not exercise professional skepticism about Old Akazoo’s 

explanation for entering into the tripartite agreements.  The engagement team did not 

consider whether the tripartite agreements were evidence of fraud, despite the lack of audit 

evidence showing a commercial reason for the unusual and significant agreements. 

AS 1105: Audit Evidence 

52. AS 1105.04 requires an auditor to plan and perform audit procedures to 

obtain sufficient appropriate audit evidence to provide a reasonable basis for the audit 

opinion. 

53. AS 1105.06 requires that audit evidence be appropriate, meaning both 

relevant and reliable in providing support for the conclusions on which the auditor’s opinion 



 

14 

 

is based. 

54. AS 1105.09 requires that, if conditions indicate that a document may not be 

authentic or that the terms in a document have been modified but that the modifications 

have not been disclosed to the auditor, the auditor should modify the planned audit 

procedures or perform additional audit procedures to respond to those conditions and should 

evaluate the effect, if any, on the other aspects of the audit. 

55. AS 1105.29 requires that, if audit evidence obtained from one source is 

inconsistent with that obtained from another, or if the auditor has doubts about the 

reliability of information to be used as audit evidence, the auditor should perform the audit 

procedures necessary to resolve the matter and should determine the effect, if any, on other 

aspects of the audit. 

56. Crowe U.K. and the Engagement Partner violated AS 1105.  First, they did 

not perform audit procedures to obtain sufficient appropriate audit evidence to provide a 

reasonable basis that Old Akazoo had over $100 million in revenue.  For example, some of 

the engagement team’s work papers reflected that the engagement team reviewed payments 

received by the aggregator post year-end, but the aggregators never made any payments to 

Old Akazoo at any time in 2018 or 2019 that Crowe U.K. could review.   

57. Second, Crowe U.K.’s audit evidence did not support the audit testing that 

the engagement team claimed to perform or the conclusions they reached in the audit.  

Certain work papers, which claimed to prove the accuracy of Old Akazoo’s account 

receivable balances, attached spreadsheets containing a listing of Old Akazoo’s aged 

receivable balances and purported revenue per segment.  These spreadsheets did not – in 

any way – prove that the information listed in the spreadsheets was accurate.   

58. Third, the engagement team indirectly received all but one of the first round 

of aggregator confirmations through Old Akazoo.  None of the aggregator representatives’ 

emails contained an email signature, and one aggregator’s email address did not correlate to 

the aggregator’s corporate name.  Crowe U.K. conducted no audit procedures in response.  

Further, the amount of revenue Aggregator B confirmed in its first confirmation letter 

conflicted with the February 2019 AR Report.  Without additional corroborating evidence 

or applying professional skepticism, Crowe U.K. relied on assurances from Old Akazoo’s 

management that the discrepancy was caused by Old Akazoo failing to incorporate 

additional transactions with the aggregators in Old Akazoo’s February 2019 AR report that 

purportedly were entered into before December 31, 2018. 

59. Fourth, Crowe U.K. and the Engagement Partner accepted without sufficient 

explanation or challenge, the aggregators’ June 6, 2019 confirmations directly from 

management, the same day the Engagement Partner requested the new confirmations.  The 

Engagement Partner received the confirmations without any direct contact with the 

aggregators, and he conducted no alternative procedures to obtain sufficient evidence of the 



 

15 

 

authenticity of the confirmations. 

AS 1201: Supervision of the Audit Engagement 

60. AS 1201.03 states that the engagement partner is responsible for proper 

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

standards. 

61. AS 1201.05 requires that the engagement partner review the work of 

engagement team members to evaluate whether the work was performed and documented, 

the objectives of the procedures were achieved, and the results of the work support the 

conclusions reached. 

62. AS 1201.06 requires that the engagement partner consider the nature of the 

assigned work for each engagement team member, the risks of material misstatement, and 

the knowledge, skill, and ability of each engagement team member. 

63. Crowe U.K. and the Engagement Partner violated AS 1201.  The 

Engagement Partner did not appropriately supervise the audit.  The Engagement Partner did 

not staff auditors to the engagement team that had the requisite training to conduct a 

PCAOB audit.  Nor did he evaluate whether they complied with PCAOB auditing 

standards.   

AS 1215: Audit Documentation 

64. AS 1215.04 requires an auditor to prepare audit documentation in sufficient 

detail to provide a clear understanding of its purpose, source, and the conclusions reached. 

65. AS 1215.05 requires that audit documentation support the representations in 

the audit report.   

66. AS 1215.06 requires that the auditor document the procedures performed, 

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

assertions.  

67. Crowe U.K. and the Engagement Partner violated AS 1215.  First, Crowe 

U.K.’s audit documentation did not show that the engagement sufficiently complied with 

the applicable PCAOB standards. 

68. Second, Crowe U.K.’s work papers did not provide a clear understanding of 

its purpose, source, and the conclusions reached.  The work papers were so disorganized 

and confusing that, before the issuance of the Audit Report, the Engagement Partner added 

another section into the work papers that reflected his independent analysis, where he tried 

to make sense of the other audit documents.  But the Engagement Partner’s work papers 

only purported to tie together underlying audit documentation that did not actually support 



 

16 

 

the conclusions of the audit.  Consequently, the Engagement Partner was unsuccessful at 

curing the deficiencies in the audit documentation.  Considering that the Engagement 

Partner had trouble reviewing the work papers, an experienced auditor with no connection 

to the Old Akazoo engagement would not understand Crowe U.K.’s work papers.   

69. Third, Crowe U.K.’s audit documentation did not clearly demonstrate that 

significant work was actually performed.   

AS 1220: EQR 

70. AS 1220.05 requires an engagement quality reviewer to possess the level of 

knowledge and competence related to accounting, auditing, and financial reporting required 

to serve as the engagement partner on the engagement under review. 

71. AS 1220.06 requires an EQR be independent of the company, perform the 

engagement quality review with integrity, and maintain objectivity in performing the 

review. 

72. AS 1220.10 requires an engagement quality reviewer to evaluate the 

engagement team’s assessment of, and responses to significant risks, such as fraud risks, 

and other significant risks identified by the engagement quality reviewer.  Also, the 

engagement quality reviewer should evaluate the team’s determination, communication, 

and documentation of critical audit matters. 

73. AS 1220.11 requires that the engagement quality reviewer should evaluate 

whether the engagement documentation he or she reviews supports the conclusions reached 

by the engagement team. 

74. Crowe U.K. and the Engagement Quality Reviewer violated PCAOB 

auditing standards when conducting the EQR of Akazoo’s 2018 Audit.  First, Engagement 

Quality Reviewer had never conducted an audit or an EQR under PCAOB auditing 

standards.  Second, the Engagement Quality Reviewer did not comply with the requisite 

standard because he deviated from his standard practice of independently accessing the 

audit work file because of the pressure he felt from the engagement team to conduct the 

EQR quickly.  Third, the Engagement Quality Reviewer relied only on the handful of work 

papers the engagement team emailed him and their answers to questions he posed in email 

communications.  Consequently, the Engagement Quality Reviewer was unable to evaluate 

the engagement team’s determination, communication, and documentation of critical audit 

matters because he did not have unfettered access to Old Akazoo’s audit file.  Fourth, two 

of the audit work papers that the Engagement Quality Reviewer reviewed contradicted 

Crowe U.K.’s conclusions about Old Akazoo’s revenue.  The Engagement Quality 

Reviewer, thus did not sufficiently evaluate the engagement team’s assessment of and audit 



 

17 

 

responses to the significant risk that Old Akazoo’s misstated its revenue.   

AS 2301: The Auditor’s Responses to the Risks of Material Misstatement and AS 

2401: Consideration of Fraud in a Financial Statement Audit 

75. AS 2301.11A requires auditors to respond to risks associated with 

significant unusual transactions and references to the requirements in AS 2401.66-67A to 

perform procedures to respond to fraud risks posed by the significant unusual transactions 

in the risk assessment process. 

76. AS 2401.66 recognizes that evaluating whether the business purpose for 

significant unusual transactions indicates that the transactions may have been entered into to 

engage in fraud. 

77. AS 2401.66A requires that the auditor design and perform procedures to 

obtain an understanding of the business purpose (or lack thereof) of each significant unusual 

transaction that the auditor has identified.  

78. AS 2401.67 requires that the auditor evaluate whether the business purpose 

(or the lack thereof) indicates that the significant unusual transaction may have been entered 

into to engage in fraudulent financial reporting or conceal misappropriation of assets.  In 

making that evaluation, the auditor should, among others, evaluate whether: 

 The form of the transaction is overly complex (e.g., the transaction involves 

multiple entities within a consolidated group or unrelated third parties); and 

 The transaction enables the company to achieve certain financial targets. 

79. Crowe U.K. and the Engagement Partner violated AS 2301 and AS 2401.  

As noted above, the engagement team did not perform procedures to respond to the fraud 

risk caused by the tripartite agreements, which were significant and unusual transactions.  

No one from the engagement team tried to verify the commercial purpose of the 

transactions or directly contact the other parties to the agreements.  Nor was there any 

explanation for the tripartite agreements in the work papers.  Last, the engagement team 

never evaluated whether the tripartite agreements represented a fraud risk even though Old 

Akazoo used the agreements to justify why the aggregators never made cash payments to 

Old Akazoo in 2018. 

AS 2310: The Confirmation Process 

80. AS 2310.26 requires an auditor to direct the confirmation request to a third 

party who the auditor believes is knowledgeable about the information to be confirmed. 

81. AS 2310.27 requires an auditor to exercise a heightened degree of 

professional skepticism, such as, for significant unusual year-end transactions that have a 



 

18 

 

material effect on the financial statements. 

82. AS 2310.28 requires an auditor maintain control over the confirmation 

requests and responses.  Maintaining control means establishing direct communication 

between the intended recipient and the auditor to minimize the possibility that the results 

will be biased because of interception and alteration of the confirmation requests or 

responses. 

83. AS 2310.29 recognizes that there may be situations in which a third-party 

responds to a confirmation request other than in a written communication mailed to the 

auditor.  In those instances, additional evidence may be required to support the 

confirmations validity. 

84. AS 2310.33 requires the auditor, after performing any alternative 

procedures, to evaluate the combined evidence provided by the confirmations and the 

alternative procedures, to determine whether sufficient evidence has been obtained about all 

the applicable financial statement assertions.  In performing that evaluation, the auditor 

should consider (a) the reliability of the confirmations and alternative procedures; (b) the 

nature of any exceptions, including the implications, both quantitative and qualitative, of 

those exceptions; (c) the evidence provided by other procedures; and (d) whether additional 

evidence is needed.  If the combined evidence provided by the confirmations, alternative 

procedures, and other procedures is not sufficient, the auditor should request additional 

confirmations or extend other tests, such as tests of details or analytical procedures. 

85. Crowe U.K. and the Engagement Partner performed deficient audit 

procedures related to confirmations.  First, the engagement team did not direct the 

confirmations to the aggregators.  Rather, they allowed Old Akazoo to direct and control the 

confirmation process, which included Old Akazoo selecting the person at the aggregator to 

sign the confirmation letter.  Second, the engagement team did not exercise a heightened 

degree of professional skepticism when presented with the June 6, 2019, confirmation 

letters that they received indirectly from Old Akazoo.  Even though the aggregators 

confirmed significant unusual transactions that Old Akazoo claimed to have entered into 

with the aggregators by December 31, 2018, but failed to record in Old Akazoo’s records 

until May 2019.  Third, notwithstanding red flags, the engagement team did not undertake 

appropriate and sufficient procedures regarding the validity of the confirmations process 

with the aggregators.  Fourth, the engagement team did not analyze whether sufficient 

evidence was obtained about all the applicable financial statement assertions, namely, the 

amount of Old Akazoo’s revenue. 

VIOLATIONS   

         

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

whether the audit was performed in accordance with applicable auditing standards. 17 CFR 

210.2-02(b)(1).  Crowe U.K. violated Rule 2-02(b)(1) of Regulation S-X and the 



 

19 

 

Engagement Partner and the Engagement Quality Reviewer caused Crowe U.K.’s violation 

of the same when Crowe U.K. issued the Audit Report attesting that it had conducted Old 

Akazoo’s 2018 Audit in accordance with PCAOB standards when it had not. 

87. Section 13(a) of the Exchange Act and Rule 13a-19 requires every foreign 

private issuer that was a shell company to file a report on Form 20-F.  Crowe U.K., the 

Engagement Partner, and the Engagement Quality Reviewer caused Akazoo to violate 

Section 13(a) of the Exchange Act and Rule l3a-9 thereunder by allowing the incorporation 

of Crowe U.K.’s Audit Report in Akazoo’s Form 20-F. 

88. Section 14(a) of the Exchange Act and Rule 14a-9 thereunder prohibit any 

person from soliciting or permitting the use of their name to solicit any proxy or consent or 

authorization in respect to any registered security at the time and in the light of the 

circumstances under which it was made, was false or misleading with respect to a material 

fact, or which omitted to state a material fact necessary in order to make the statements 

therein not false or misleading or necessary to correct any statement in any earlier 

communication with respect to the solicitation of a proxy for the same meeting or subject 

matter which has become false or misleading while using the mail or any means or 

instrumentality of interstate commerce.  Crowe U.K. violated Section 14(a) of the Exchange 

Act and Rule 14a-9 thereunder and the Engagement Partner and the Engagement Quality 

Reviewer caused Crowe U.K.’s violations of the same by permitting the inclusion of Crowe 

U.K.’s Audit Report in the August 14, 2019 Filing. 

89. Section 4C(a)(2) of the Exchange Act and Rule 102(e)(1)(ii) of the 

Commission’s Rules of Practice provide, in part, that the Commission may censure a person 

or deny, temporarily or permanently, the privilege of appearing or practicing before the 

Commission to 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: (i) 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 (ii) repeated instances of unreasonable 

conduct, each resulting in violations of applicable professional standards, that indicate a 

lack of competence to practice before the Commission.  See Rule 102(e)(1)(iv)(B)(1) and 

(2).  By violating PCAOB standards in connection with the 2018 Audit of Old Akazoo, as 

described above, Crowe U.K., the Engagement Partner, and the Engagement Quality 

Reviewer engaged in improper professional conduct as defined in Rule 102(e)(1)(iv).  

FINDINGS 

90. Based on the foregoing, the Commission finds that Crowe U.K. violated 

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

91. Based on the foregoing, the Commission finds that the Engagement Partner 



 

20 

 

and the Engagement Quality Reviewer caused Crowe U.K. to violate Rule 2-02(b)(1) of 

Regulation S-X. 

92. Based on the foregoing, the Commission finds that Crowe U.K., the 

Engagement Partner, and the Engagement Quality Reviewer caused Akazoo to violate 

Section 13(a) of the Exchange Act and Rule 13a-19 promulgated thereunder. 

93. Based on the foregoing, the Commission finds that Crowe U.K. violated 

Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. 

94. Based on the foregoing, the Commission finds that the Engagement Partner 

and the Engagement Quality Reviewer caused Crowe U.K. to violate Section 14(a) of the 

Exchange Act and Rule 14a-9 promulgated thereunder. 

95. Based on the foregoing, the Commission finds that Crowe U.K., the 

Engagement Partner, and, the Engagement Quality Reviewer 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. 

DISGORGEMENT AND CIVIL PENALTIES 

96. The disgorgement ordered in Section IV.D. is consistent with equitable 

principles and does not exceed Crowe U.K.’s net profits from its violations.  Crowe 

U.K.’s $187,740 in disgorgement and $28,104 in prejudgment interest are deemed satisfied 

by Crowe U.K.’s payment of $11,500,000 to Akazoo’s defrauded investors. 

UNDERTAKINGS 

97. Crowe U.K. has resigned from all audit engagements for issuer clients and 

has withdrawn its PCAOB registration. 

Acceptance of New Clients 

98. Crowe U.K. undertakes not to accept an audit engagement from any new 

client who is: (1) an issuer as that term is defined in Section 2(a)(7) of the Sarbanes-Oxley 

Act of 2002; (2) registered with the Commission; (3) seeking an audit for the purpose of 

registering securities with the Commission from the date of entry of this order; or (4) 

permitting the inclusions of its audit report in any SEC filing. 

99. If Crowe U.K. wishes to accept any audit engagement from any new client 

described in paragraph 98, Crowe U.K. undertakes that, before it accepts such engagements, 

it will: (1) certify that it is registered with the PCAOB in accordance with the Sarbanes-

Oxley Act of 2002, and such registration continues to be effective; (2) comply with the 

undertakings discussed in paragraphs 100 through 113 below; and (3) provide the Division 

of Enforcement with written certification of such compliance by an independent consultant,21 

 

as set forth in paragraph 110 below. 

Independent Consultant 

100. If Crowe U.K. wishes to accept any audit engagement from any new client 

described in paragraph 98, it shall retain the services of an independent consultant 

(“Independent Consultant”) not unacceptable to the Division of Enforcement of the 

Commission (“Division of Enforcement”), to review and evaluate Crowe U.K.’s policies 

and procedures regarding: (1) demonstrating training and proficiency, (2) exercising due 

professional care in the performance of work, (3) obtaining sufficient appropriate audit 

evidence, (4) maintaining sufficient audit documentation, (5) supervising the audit 

engagement, (6) conducting proper EQRs, (7) confirmation procedures, (8) conducting 

appropriate procedures to obtain reasonable assurance that the financial statements are free 

of material misstatements caused by fraud, and (9) adhering to the quality control standards.  

The Independent Consultant will also review and evaluate whether Crowe U.K. has adopted 

policies and procedures to provide the firm with reasonable assurance that its auditors are 

complying with professional standards and monitoring compliance with the firm’s policies 

and procedures. 

101. Crowe U.K. shall provide to the Commission staff a copy of the engagement 

letter detailing the scope of the Independent Consultant’s responsibilities.  The Independent 

Consultant’s compensation and expenses shall be borne exclusively by Crowe U.K. 

102. Crowe U.K. shall cooperate fully with the Independent Consultant and shall 

provide reasonable access to firm personnel, information, and records as the Independent 

Consultant may reasonably request for the Independent Consultant’s review and evaluation 

described herein and the reports specified in paragraphs 106 and 109 below. 

103. To ensure the independence of the Independent Consultant, Crowe U.K.: (1) 

shall not have the authority to terminate the Independent Consultant or substitute another 

independent compliance consultant for the initial Independent Consultant, without the prior 

written approval of the Commission staff; and (2) shall compensate the Independent 

Consultant and persons engaged to assist the Independent Consultant for services rendered 

pursuant to this Order at their reasonable and customary rates. 

104. Crowe U.K. shall require the Independent Consultant to enter into an 

agreement that provides that for the period of engagement and for a period of two years 

from completion of the engagement, the Independent Consultant shall not enter into any 

employment, consultant, attorney-client, auditing or other professional relationship with 

Crowe U.K. or Crowe Global or any of their present or former affiliates, directors, officers, 

employees, or agents acting in their capacity.  The agreement will also provide that the 

Independent Consultant will require that any firm with which he/she is affiliated or of 

which he/she is a member, and any person engaged to assist the Independent Consultant in 

performance of his/her duties under this Order shall not, without prior written consent of the 



 

22 

 

Division of Enforcement’s Fort Worth Regional Office, enter into any employment, 

consultant, attorney-client, auditing, or other professional relationship with Crowe U.K. or 

Crowe Global or any of its present or former affiliates, directors, officers, employees, or 

agents acting in their capacity as such for the period of the engagement and for a period of 

two years after the engagement. 

105. The reports by the Independent Consultant will likely include confidential 

financial, proprietary, competitive business or commercial information.  Public disclosure 

of the reports could discourage cooperation, impede pending or potential government 

investigations or undermine the objectives of the reporting requirement.  For these reasons, 

among others, the reports and the contents thereof are intended to remain and shall remain 

non-public, except (1) pursuant to court order, (2) as agreed to by the parties in writing, (3) 

to the extent that the Commission determines in its sole discretion that disclosure would be 

in furtherance of the Commission’s discharge of its duties and responsibilities, or (4) is 

otherwise required by law. 

Independent Consultant Reports and Certifications 

106. Within five months of the Independent Consultant being retained, Crowe 

U.K. shall require the Independent Consultant to issue a detailed written report (“Report”) 

to Crowe U.K.: (1) describing the Independent Consultant’s review and evaluation of the 

areas identified in paragraph 100 above; and (2) making recommendations, where 

appropriate, reasonably designed to ensure that audits conducted by Crowe U.K. comply 

with Commission regulations and with PCAOB standards and rules.  Crowe U.K. shall 

require the Independent Consultant to provide a copy of the Report to the Commission staff 

when the Report is issued. 

107. Crowe U.K. shall adopt, implement, and thereafter maintain all 

recommendations made by the Independent Consultant in the Report; provided, however, 

that within thirty days of issuance of the Report, Crowe U.K. may advise the Independent 

Consultant and the Division of Enforcement in writing of any recommendation that it 

considers to be unnecessary, unduly burdensome, or impractical.  With respect to any such 

recommendation, Crowe U.K. need not adopt that recommendation at that time but shall 

propose in writing to the Independent Consultant and the Division of Enforcement an 

alternative policy, procedure, or system designed to achieve the same objective or purpose.  

As to any of the Independent Consultant’s recommendations about which Crowe U.K. and 

the Independent Consultant do not agree, Crowe U.K. shall attempt in good faith to reach 

agreement with the Independent Consultant within sixty days of the date of the Report.  In 

the event that Crowe U.K. and the Independent Consultant are unable to agree on an 

alternative proposal, Crowe U.K. shall abide by the determinations of the Independent 

Consultant and adopt those recommendations deemed appropriate by the Independent 

Consultant. 

108. Within sixty days of issuance of the Report, but not sooner than thirty days 



 

23 

 

after a copy of the Report is provided to the Commission staff, Crowe U.K. shall certify to 

the Commission staff in writing that it has adopted and has implemented or will implement 

all recommendations of the Independent Consultant (“Interim Certification of 

Compliance”).  Crowe U.K. shall provide a copy of the Interim Certification of Compliance 

to the Commission staff. 

109. Within six months of the issuance of the Report, Crowe U.K. shall require 

the Independent Consultant to: (1) test whether Crowe U.K. has implemented and enforced 

its policies and procedures concerning the areas specified in paragraph 100 above; (2) 

assess the effectiveness of those policies and procedures; and (3) test whether Crowe U.K.’s 

staff has completed the training specified in paragraph 111 below.  Crowe U.K. shall 

require the Independent Consultant to issue a written final report summarizing the results of 

the Independent Consultant’s test and assessment (“Final Report”) and to provide a copy of 

the Final Report to the Commission Staff. 

110. Upon issuance of the Final Report, if the Independent Consultant determines 

that the undertakings discussed herein have been completed to the satisfaction of the 

Independent Consultant, Crowe U.K. shall require the Independent Consultant to certify in 

writing that the undertakings have been completed (“Independent Consultant Certification”) 

and provide a copy of this certification to the Commission staff.  Crowe U.K.’s undertaking 

to not accept any new clients described in paragraph 98 above shall continue until the 

Independent Consultant has issued the Independent Consultant Certification. 

Training 

111. If Crowe U.K. wishes to accept any audit engagement from any new client 

described in paragraph 98, Crowe U.K. shall require each audit and attest professional who 

will participate in such engagement to complete successfully: (a) a minimum of 24 hours of 

PCAOB audit-related training; and (b) a minimum of 8 hours of fraud-detection training.   

The audit-related training requirement will cover the topics specified in paragraph 100 

above, with no less than four hours being devoted to confirmation procedures.  The audit-

related training requirement may be fulfilled by completing course(s) conducted in 

accordance with the applicable governing professional boards or agencies.  The fraud-

detection training requirement will include training in techniques in detecting and 

responding to possible fraud in the course of public company audits by audit clients or by 

employees, officers, or directors of audit clients. 

Crowe U.K. Certification 

112. Within sixty days from the date of completion of the undertakings, Crowe 

U.K. shall certify, in writing, compliance with the undertakings set forth above (“Final 

Certification of Compliance”).  The Final Certification of Compliance shall identify the 

undertakings, provide written evidence of compliance in the form of a narrative, and be 

supported by exhibits sufficient to demonstrate compliance.  The Commission staff may 



 

24 

 

make reasonable requests for further evidence of compliance, and Crowe U.K. agrees to 

provide such evidence. 

113. The engagement letter, Report, Interim Certification of Compliance, Final 

Report, Independent Consultant Certification, Final Certification of Compliance, and any 

related correspondence or other documents shall be submitted to Samantha Martin, Division 

of Enforcement, Securities and Exchange Commission, 801 Cherry Street., Ste. 1900, Fort 

Worth, TX 76102, with a copy to the Office of Chief Counsel of the Division of 

Enforcement. 

114. For good cause shown, the Commission staff may extend any of the 

procedural dates relating to the undertakings.  Deadlines for procedural dates shall be 

counted in calendar days, except that if the last day falls on a weekend or federal holiday, 

the next business day shall be considered to be the last day.   

IV. 

 

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

agreed to in the Respondents’ Offers. 

 

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

 

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

any future violations of Sections 13(a), and 14(a) of the Exchange Act and Rules 14a-9 and 13a-19, 

promulgated thereunder, and Rule 2-02(b)(1) of Regulation S-X. 

 

 B. Crowe U.K. is censured. 

 

C. Crowe U.K. shall comply with the undertakings enumerated in paragraphs 98 to 

113 of Section III above. 

 

D.  Crowe U.K. shall pay $187,740 in disgorgement plus prejudgment interest of 

$28,104, and payment is deemed satisfied by Crowe U.K.’s payment of $11,500,000 to Akazoo’s 

defrauded investors pursuant to settlements approved in private litigation. 

 

E. The Engagement Partner and the Engagement Quality Reviewer are hereby denied 

the privilege of appearing or practicing before the Commission as an accountant. 

 

 F. After five years from the date of the Order, the Engagement Partner may request 

that the Commission consider his reinstatement by submitting an application to the attention of the 

Office of the Chief Accountant. 

 



 

25 

 

 G. After two years from the date of the Order, the Engagement Quality Reviewer may 

request that the Commission consider his reinstatement by submitting an application to the 

attention of the Office of the Chief Accountant. 

 

 H. 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, the 

Engagement Partner and/or the Engagement Quality Reviewer shall submit a written statement 

attesting to an undertaking to have work by the Engagement Partner and/or the Engagement 

Quality Reviewer reviewed by the independent audit committee of any public company for which 

the Engagement Partner and/or the Engagement Quality Reviewer work or in some other manner 

acceptable to the Commission, as long as the Engagement Partner and the Engagement Quality 

Reviewer practice 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. 

 

 I. 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, the Engagement 

Partner and/or the Engagement Quality Reviewer shall submit a statement prepared by the audit 

committee(s) with which the Engagement Partner and/or the Engagement Quality Reviewer will be 

associated, including the following information: 

 

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

with which the Engagement Partner and/or the Engagement Quality Reviewer 

will be associated; 

 

2. A description of the Engagement Partner’s and/or the Engagement Quality 

Reviewer’s role on the specific audit committee(s) with which the Engagement 

Partner and/or the Engagement Quality Reviewer 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 the Engagement Partner’s and/or the 

Engagement Quality Reviewer’s service on the specific audit committee; and 

 

5. A statement noting whether the Engagement Partner and/or the Engagement 

Quality Reviewer will be able to act unilaterally on behalf of the Audit 

Committee as a whole. 

 



 

26 

 

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

Commission as an independent accountant (auditor) before the Commission, the Engagement 

Partner and/or the Engagement Quality Reviewer must be associated with a public accounting firm 

registered with the PCAOB, and the Engagement Partner and/or the Engagement Quality Reviewer 

shall submit the following additional information: 

 

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

Engagement Partner and/or the Engagement Quality Reviewer are 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 Engagement Partner and/or the 

Engagement Quality Reviewer are 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 

the Engagement Partner and/or the Engagement Quality Reviewer will not 

receive appropriate supervision; and 

 

3. A statement from the Engagement Partner and/or the Engagement Quality 

Reviewer indicating that the PCAOB has taken no disciplinary actions against 

the Engagement Partner and/or the Engagement Quality Reviewer since seven 

(7) years prior to the date of the Order other than for the conduct that was the 

basis for the Order. 

 

 K. In support of any application for reinstatement, the Engagement Partner and/or the 

Engagement Quality Reviewer shall provide documentation showing that the Engagement Partner 

and/or the Engagement Quality Reviewer are currently licensed as certified public accountants 

(“CPA”), or Associate Chartered Accountants (“ACA”), or Fellow Chartered Accountants 

(“FCA”) and that the Engagement Partner and/or the Engagement Quality Reviewer have resolved 

all other disciplinary issues with any applicable state boards of accountancy.  If the Engagement 

Partner and/or the Engagement Quality Reviewer are not currently licensed as CPAs, ACAs, or 

FCAs, the Engagement Partner and/or the Engagement Quality Reviewer shall provide 

documentation showing that their licensure is dependent upon reinstatement by the Commission. 

 

 L. In support of any application for reinstatement, the Engagement Partner and/or the 

Engagement Quality Reviewer shall also submit a signed affidavit truthfully stating, under penalty 

of perjury: 

 

1. That the Engagement Partner and/or the Engagement Quality Reviewer have 

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; 

 



 

27 

 

2. That the Engagement Partner and/or the Engagement Quality Reviewer 

undertake to notify the Commission immediately in writing if any information 

submitted in support of the application for reinstatement becomes materially 

false or misleading or otherwise changes in any material way while the 

application is pending; 

 

3. That the Engagement Partner and/or the Engagement Quality Reviewer, since 

the entry of the Order, have 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 the Engagement Partner and/or the Engagement Quality Reviewer, since 

the entry of the Order: 

 

a. have 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. have not been found by the Commission or a court of the United States 

to have committed a violation of the federal securities laws, and have 

not been enjoined from violating the federal securities laws, except for 

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

the Order; 

 

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

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

the conduct that was the basis for the Order; 

 

d. have 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. have 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. 

 



 

28 

 

5. That the Engagement Partner’s and/or the Engagement Quality Reviewer’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; and 

 

6. That the Engagement Partner and/or the Engagement Quality Reviewer have 

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. 

 

 M. The Engagement Partner and/or the Engagement Quality Reviewer shall also 

provide a detailed description of: 

 

1. The Engagement Partner’s and/or the Engagement Quality Reviewer’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 the Engagement 

Partner and/or the Engagement Quality Reviewer reported for such 

work; and 

 

2. The Engagement Partner’s and/or the Engagement Quality Reviewer’s plans for 

any future appearance or practice before the Commission. 

 

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

attestations are accurate. 

 

 O. If the Engagement Partner and/or the Engagement Quality Reviewer provide the 

documentation and attestations required in this Order and the Commission (1) discovers no 

contrary information therein, and (2) determines that the Engagement Partner and/or the 

Engagement Quality Reviewer truthfully and accurately attested to each of the items required in 

the Engagement Partner’s and/or the Engagement Quality Reviewer’s affidavit, and the 

Commission discovers no information, including under Paragraph N, indicating that the 

Engagement Partner and/or the Engagement Quality Reviewer have violated a federal securities 

law, rule or regulation or rule of professional conduct applicable to the Engagement Partner and/or 

the Engagement Quality Reviewer since entry of the Order (other than by conduct underlying the 

Engagement Partner’s and/or the Engagement Quality Reviewer’s original Rule 102(e) 

suspension), then, unless the Commission determines that reinstatement would not be in the public 



 

29 

 

interest, the Commission shall reinstate the Engagement Partner and/or the Engagement Quality 

Reviewer for cause shown. 

 

 P. If the Engagement Partner and/or the Engagement Quality Reviewer are 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 N, the burden shall 

be on the Engagement Partner and/or the Engagement Quality Reviewer to provide an explanation 

as to the facts and circumstances pertaining to the matter setting forth why the Engagement Partner 

and/or the Engagement Quality Reviewer believe cause for reinstatement nonetheless exists and 

reinstatement would not be contrary to the public interest. The Commission may then, in its 

discretion, reinstate the Engagement Partner and/or the Engagement Quality Reviewer for cause 

shown. 

 

 Q. If the Commission declines to reinstate the Engagement Partner and/or the 

Engagement Quality Reviewer pursuant to Paragraphs K and L, it may, at the Engagement 

Partner’s and/or the Engagement Quality Reviewer’s request, hold a hearing to determine whether 

cause has been shown to permit the Engagement Partner and/or the Engagement Quality Reviewer 

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

 

 R. Crowe U.K. shall, within 10 days of the entry of this Order, pay a civil money 

penalty in the amount of $750,000 to the Securities and Exchange Commission for transfer to the 

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. 

 

 S. The Engagement Partner shall, within 10 days of the entry of this Order, pay a civil 

money penalty in the amount of $25,000 to the Securities and Exchange Commission for transfer 

to the 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. 

 

 T. The Engagement Quality Reviewer shall, within 10 days of the entry of this Order, 

pay a civil money penalty in the amount of $10,000 to the Securities and Exchange Commission 

for transfer to the 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) Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;  

 

(2) Respondents 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  

http://www.sec.gov/about/offices/ofm.htm


 

30 

 

 

(3) Respondents 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 

Crowe U.K. LLP, Nigel Bostock, or Matthew Stallabrass 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 Eric Werner, Associate Regional Director, Division of Enforcement, Securities and 

Exchange Commission, 801 Cherry Street, Ste. 1900, Fort Worth, TX 76102. 

 

U. 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, Respondents agree that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it 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 it 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. 

  



 

31 

 

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 

the Engagement Partner and the Engagement Quality Reviewer, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by the Engagement Partner 

and the Engagement Quality Reviewer 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 Engagement Partner and the Engagement Quality Reviewer 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