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Who this service is for

A large share of SEC registrants are small companies. Many find that large audit firms have little appetite for their engagement, while some small firms lack the capacity to meet quarterly deadlines. We work with:

  • Smaller reporting companies (SRCs) listed on Nasdaq or NYSE American, or quoted on OTCQX and OTCQB (see OTC company audits).
  • Microcap issuers with lean finance teams, complex equity and financing needs.
  • Non-accelerated filers that need a full PCAOB audit and quarterly reviews, but not an ICFR audit.
  • Companies whose current auditor has exited the public company market, or whose audit committee wants a firm with more capacity or partner access.

What "small" means under SEC rules

Under Exchange Act Rule 12b-2, a company is a smaller reporting company if its public float is below $250 million, or if its annual revenues are below $100 million and its public float is below $700 million (or it has none). The accelerated filer definition covers companies with a public float of $75 million or more but below $700 million. Since the 2020 amendments, it excludes companies that qualify as SRCs under the revenue test. That distinction determines whether you need an auditor's ICFR attestation.

What is included

1. Annual audit under Article 8 of Regulation S-X

SRCs may prepare their financial statements under Article 8 of Regulation S-X. Rule 8-02 requires audited balance sheets as of the end of the two most recent fiscal years, and audited statements of comprehensive income, cash flows and changes in stockholders' equity for each of those two years. Larger filers generally present three years of income and cash-flow statements. We audit under PCAOB standards, communicate with your audit committee as PCAOB standards require, and include critical audit matters (CAMs) in the report where they apply.

2. Quarterly reviews

Every Form 10-Q needs an interim review before filing under Rule 10-01(d) of Regulation S-X. We perform these reviews under PCAOB AS 4105, using what we learn in the annual audit. See 10-Q reviews.

3. ICFR: 404(a) now, 404(b) when it applies

Item 308 of Regulation S-K generally requires management's annual report on internal control over financial reporting, with a transition period for newly public companies. The auditor's attestation under Item 308(b) (SOX 404(b)) does not apply to companies that are neither accelerated nor large accelerated filers. Even so, our audit takes internal control into account and we report significant deficiencies and material weaknesses we identify to the audit committee. If your filer status changes, see SOX 404 and ICFR audits.

Note: In May 2026 the SEC proposed replacing the current filer categories with two main ones, large accelerated filers and non-accelerated filers. The proposal would raise the large accelerated filer threshold to $2 billion and give all non-accelerated filers scaled disclosures and the 404(b) exemption. It was still a proposal when this page was last reviewed. We will reflect any final rule in your engagement plan.

4. Transparency you can verify

For every issuer audit report, we file Form AP with the PCAOB. It names the engagement partner and discloses other accounting firms that took part and their share of audit hours. Under the PCAOB's rules, Form AP is due 35 days after the report is first included in an SEC filing, or 10 days for an IPO. Anyone can search Form AP data in PCAOB AuditorSearch.

Typical timeline

This is an illustrative first-year plan for a calendar-year non-accelerated filer (Form 10-K due in 90 days, Form 10-Q in 45 days). Your actual dates will be confirmed in your written proposal.

  1. Week 1Proposal

    Scoping call, independence checks under SEC Rule 2-01 and PCAOB Rule 3520, and a fixed-fee proposal to the audit committee.

  2. Weeks 2–3Acceptance and onboarding

    Predecessor communications if you are changing firms, the engagement letter and the document request list.

  3. Next quarter-endFirst 10-Q review

    AS 4105 review, completed before the Form 10-Q is filed.

  4. Q4 (interim)Planning and interim testing

    Risk assessment, understanding of controls and early work on complex areas.

  5. Weeks 1–10 after year-endYear-end audit and report

    Fieldwork, audit committee communications, Form 10-K review and report issuance, followed by Form AP.

Documents to prepare

  • Filer-status analysis: public float at the end of the second quarter and annual revenues.
  • Trial balance, general ledger, reconciliations and draft financial statements.
  • Prior-year audit report, and the predecessor's contact details if you are changing auditors.
  • Capitalization table, equity grants, warrants and convertible instruments, with valuations.
  • Board and audit committee minutes and the audit committee charter.
  • Management's ICFR assessment and supporting documentation (Item 308(a)).
  • Revenue contracts, debt agreements and related-party agreements.
  • Your filing calendar: fiscal year-end, 10-Q dates and any planned offerings.

What drives the fee

Your fee is fixed and agreed in writing before fieldwork starts. It mainly depends on:

  • Filer status: whether a 404(b) ICFR audit is required.
  • Number of entities and locations, and any foreign operations.
  • Revenue models, inventory and significant estimates.
  • Equity and debt complexity, including derivatives and modifications.
  • First-year work: opening balances and predecessor coordination.
  • Registration statements, comfort procedures or consents during the year.

For more detail, see how we price.

What to look for in a small cap audit firm, and how we answer

Before you engage any firm, check its PCAOB registration, read its inspection reports and review the Form AP data for its current clients. Our guide on how to verify a PCAOB-registered auditor explains how. Then ask the questions below.

Who signs, and how often will we speak?

At SESGLO, the signing partner is involved from planning to issuance, and you can reach them directly.

Is there capacity at our deadlines?

Your proposal includes a written, week-by-week timeline covering the 10-K and each 10-Q. We reply to proposal requests within one business day.

Will the fee change mid-audit?

The fee is fixed and agreed in writing before fieldwork, based on a defined scope.

Can the team work with our operations?

Our English and Spanish engagement teams work remotely with U.S. issuers and their Latin American subsidiaries.

We are the PCAOB audit practice of Asesoria Global (PCAOB Firm ID 7184). Read about our quality control system, or write to info@sesglo.com.

FAQ

Frequently asked questions

What makes a company a smaller reporting company?

Under Exchange Act Rule 12b-2, a company is a smaller reporting company if its public float is below $250 million, or if its annual revenues are below $100 million and it has no public float or a public float below $700 million. Status is determined each year, with public float measured as of the last business day of the most recently completed second fiscal quarter.

Does a smaller reporting company need an ICFR audit under SOX 404(b)?

Only if it is also an accelerated or large accelerated filer. Item 308(b) of Regulation S-K exempts companies that are neither, and after the 2020 amendments, companies that qualify as smaller reporting companies under the revenue test are excluded from the accelerated filer definition. Management's own ICFR report under Item 308(a) is still required, after the transition period for newly public companies.

How can we check who actually led our audit?

Search the PCAOB's AuditorSearch database. Form AP, filed by the audit firm for each issuer audit report, names the engagement partner and discloses other accounting firms that took part, with their share of total audit hours. The basic filing deadline is 35 days after the report is first included in an SEC filing, or 10 days for an IPO registration statement.

How often is a small audit firm inspected by the PCAOB?

Under Section 104 of the Sarbanes-Oxley Act, a registered firm that regularly issues audit reports for 100 or fewer issuers must be inspected at least once every three years. Firms with more than 100 issuer clients are inspected every year. Inspection reports are published on the PCAOB website, and audit committees should read them before engaging a firm.

Is the SEC changing the smaller reporting company rules?

In May 2026 the SEC proposed a new filer-status framework with two main categories: large accelerated filers and non-accelerated filers. The proposal would raise the large accelerated filer threshold to $2 billion and give all non-accelerated filers scaled disclosures and the 404(b) exemption. As of this page's review, it remained a proposal. Current rules apply until a final rule takes effect.

Why does a small-cap company need partner access rather than just a team?

Small public companies often have complex equity, convertible debt, going-concern questions and a lean finance team. These issues need a decision from the person who will sign the opinion, not a message passed along a chain. Partner access shortens the time to resolve technical questions and lowers the risk of surprises close to the filing deadline.

Keep reading

Audit fees & auditor selectionSeptember 17, 2026

How to Find and Verify a PCAOB-Registered Auditor

A registration number is the starting point, not the answer. This guide shows CFOs and audit committees how to use the PCAOB's own public databases and SEC EDGAR to check a prospective audit firm before signing an engagement letter.

Audit fees & auditor selectionSeptember 17, 2026

How Much Does a PCAOB Audit Cost for an OTC Company?

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.

Glossary of SEC & PCAOB terms

Ready to discuss your audit?

Send us your last 10-K, draft S-1 or term sheet. We reply within one business day with scoping questions and next steps toward a fixed-fee proposal.