OTC Markets audits
SESGLO audits companies quoted on OTCQX, OTCQB and the other OTC Markets tiers, under PCAOB standards and on a written timeline built around your SEC and OTC Markets deadlines. Scope, fixed fee and week-by-week plan are agreed in writing before fieldwork begins.
We work with companies whose shares are quoted on the markets operated by OTC Markets Group and that need a PCAOB-registered auditor they can reach directly. Typical clients include:
The requirements differ by tier and by reporting standard. The table below summarizes the current rules, but always check the version in force for your company.
| Tier | Audit requirement (U.S. companies) | Other audit-related points |
|---|---|---|
| OTCQX | Annual audit by a PCAOB-registered firm; U.S. GAAP; opinion cannot be adverse, disclaimed or qualified. | Must not be a penny stock. One way to qualify is net tangible assets or average revenue shown in audited reports dated within 15 months. |
| OTCQB | Annual audit by a PCAOB-registered firm; opinion cannot be adverse, disclaimed or qualified. | Minimum bid price of $0.05 to join and $0.01 to stay on the tier; Management Certification each year. |
| OTCID | SEC reporting companies must be current in their SEC filings. Under the Alternative Reporting Standard, financial statements do not have to be audited. | OTCID replaced Pink Current on July 1, 2025. Management Certification and a verified company profile are required. |
| Pink Limited / Expert Market | No tier-level audit standard. | Where a company lands depends on whether its information is current and publicly available under Rule 15c2-11. |
Sources: OTCQB Rules (V6, April 6, 2026), OTCQX Rules for U.S. Companies (V11, April 6, 2026) and the OTC Markets tier chart. For a side-by-side comparison, see OTCQB vs. OTCQX audit requirements.
We audit your annual financial statements for filing on Form 10-K, or for publication through OTC Markets, under PCAOB auditing standards. Most OTC reporting companies are smaller reporting companies and present two years of audited statements under Regulation S-X Rule 8-02. We file Form AP for every audit report we issue.
Rule 10-01(d) of Regulation S-X requires an independent accountant to review the interim financial statements in each Form 10-Q before it is filed. We carry out these reviews under PCAOB AS 4105 as part of the same engagement (see 10-Q reviews).
Many OTC companies are pre-revenue or depend on outside financing. Under PCAOB AS 2415, we evaluate whether there is substantial doubt about the company's ability to continue as a going concern for a reasonable period, not more than one year beyond the balance sheet date. Management's own assessment under ASC 205-40 looks one year from the date the financial statements are issued. We ask for cash forecasts and financing evidence early, so the evaluation does not hold up the filing.
A late audit has consequences beyond the SEC. Brokers rely on Exchange Act Rule 15c2-11 to quote a security, and they need the issuer's information to be current and publicly available (see Rule 15c2-11). If an SEC reporting company falls behind, it can move from OTCQB or OTCID to Pink Limited or the Expert Market. The OTCQB Rules give delinquent companies a 45-day cure period. They also require published audited financial reports to be dated within the prior 18 months, or 16 months for Alternative Reporting companies. Form NT 10-K under Rule 12b-25 gives up to 15 extra calendar days if its conditions are met. It is a backstop, not a plan.
OTCQX and OTCQB companies must file an annual Management Certification with their Form 10-K or annual report, and no later than 45 calendar days after the annual report due date. They must also verify their company profile at least every six months and update it promptly if they change auditors. The certification is management's responsibility, but it relies on audited financial statements being filed on time, so we build its date into the audit timeline.
This is an illustrative plan for a calendar-year SEC reporting company whose Form 10-K is due 90 days after year-end. Your actual dates will be confirmed in your written proposal.
Scoping call, independence checks under SEC Rule 2-01 and PCAOB Rule 3520, and a written proposal with a fixed fee.
We learn your business and assess risks, including going concern, equity and convertible instruments, and related parties. You receive the document request list.
Remote testing of balances and transactions, confirmations and the going-concern evaluation.
Review of the Form 10-K draft, communications with the audit committee, the report release date and signature.
We file Form AP and plan the next quarter's AS 4105 review. Your OTC Markets annual certification is due by its deadline.
We agree a fixed fee in writing before fieldwork starts. The main factors are:
We explain our approach on how we price and in what a PCAOB audit costs for an OTC company.
We are the PCAOB audit practice of Asesoria Global (PCAOB Firm ID 7184). Before accepting any engagement, we check independence under SEC Rule 2-01 and PCAOB Rule 3520.
The signing partner is involved from planning to issuance, and you can reach them directly on going-concern and complex equity matters.
Every proposal includes the scope, a fixed fee and a week-by-week timeline. We reply to proposal requests within one business day.
Our English and Spanish engagement teams work remotely with U.S. issuers and their Latin American operations.
Changing firms? See how we handle auditor transitions, or write to info@sesglo.com.
FAQ
Yes, in most cases. The OTCQB Rules (April 2026 version) require annual audits by a PCAOB-registered firm. International companies are exempt unless they have an SEC reporting obligation. Regulation A companies are exempt only for their first eligibility review; all later annual audits must be performed by a PCAOB-registered firm. The audit opinion also cannot be adverse, disclaimed or qualified.
OTC Markets replaced the Pink Current tier with the OTCID Basic Market on July 1, 2025. Companies that meet OTCID requirements, including an annual Management Certification and a verified company profile, trade on OTCID. Companies that do not may be designated Pink Limited or, if their information is not current, moved to the Expert Market. Check the current OTC Markets rules for your reporting standard.
The OTCID Disclosure Guidelines say that financial statements under the Alternative Reporting Standard must follow U.S. GAAP or IFRS but do not have to be audited. That changes if the company applies to OTCQB or OTCQX, where audits by a PCAOB-registered firm are required. Many companies commission an audit anyway to prepare for an upgrade, a financing or an SEC registration.
The OTCQB Rules exclude audit opinions that are adverse, disclaimed or qualified. A going-concern explanatory paragraph under PCAOB AS 2415 is none of these; it is added to an unqualified opinion. The practical issue is evidence: management's plans, cash forecasts and financing documents need to be ready early so the evaluation does not delay the Form 10-K.
An SEC reporting company can file Form 12b-25 (NT 10-K) for up to 15 more calendar days if it meets the rule's conditions. Beyond that, the company is delinquent. Under the OTCQB Rules, a company that is delinquent in its periodic reports generally has a 45-day cure period before removal. A later downgrade can also affect Rule 15c2-11 quotation eligibility and Rule 144 resales.
Yes. Under the OTCQX Rules for U.S. Companies (April 2026 version), companies must not be penny stocks. One way to qualify is net tangible assets or average revenue shown in audited financial reports dated within 15 months. Financial statements must follow U.S. GAAP, and audits must be performed by a PCAOB-registered firm, with a first-eligibility exception for Regulation A companies.
Yes. The OTCQB and OTCQX rules both require the company to update its OTC Markets company profile promptly after changing its independent accountants. SEC reporting companies must also file Form 8-K Item 4.01 within four business days and follow the Item 304 of Regulation S-K disclosure process, including the former auditor's letter.
Keep reading
There is no single price for a PCAOB audit. This guide explains what actually moves the fee, what a fixed-fee proposal should include, and how to benchmark what comparable companies pay using their own SEC filings.
Both OTC Markets tiers require audited financial statements from a PCAOB-registered auditor, but OTCQX adds financial, float and governance tests that change how a company prepares. Here is a rule-by-rule comparison based on the April 2026 rule books.
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