Rotenberg SEC Flash Report -January 05,2007

SEC Flash Report

for Public Companies

To:

Re:

Accounting and Finance Professionals

SEC Finalizes Delay in SOX 404 Compliance Date for Non-accelerated and New Filers

Date:

From:

January 10, 2007

William J. Friedman, CPA
Nicholas R. Bottini, CPA

On December 15, 2006, the Securities and Exchange Commission further delayed the Section 404 of the Sarbanes-Oxley Act (404) compliance dates for non-accelerated and new filers, both domestic and foreign.

The deadline for an issuer's management to report on internal control over financial reporting is extended to fiscal years ending on or after December 15, 2007. The SEC noted that if the Commission has not issued additional guidance for management on how to assess internal control over financial reporting in sufficient time, it will consider postponing this compliance date.

The SEC provided further relief to non-accelerated filers by extending the date that issuers are required to provide an auditor's report on the issuer's internal control over financial reporting to fiscal years ending on or after December 15, 2008 . The SEC noted that it will consider postponing this date further after considering the anticipated revisions to the PCAOB's Auditing Standard No. 2.

The SEC also postponed the 404 compliance date for newly public issuers. The 404 deadline for newly public issuers to provide management's report on internal control over financial reporting and to provide an auditor's report on internal control has been extended to the filing of the newly public issuer's second Form 10-K.

Accelerated foreign private issuers:

The deadline to provide an auditor's report on internal control over financial reporting was extended to fiscal years ending on or after July 15, 2007 . The deadline for an accelerated foreign private issuer's management to report on internal control over financial reporting remains unchanged at fiscal years ending on or after July 15, 2006 .
The deadline for large accelerated foreign private issuers to comply with 404 was retained and remains at fiscal years ending on or after July 15, 2006 .

The final rules are summarized in the table below.

SOX 404 - INTERNAL CONTROL OVER FINANCIAL REPORTING

	Due Date Before the Amendment	Extended Due Date	Due Date Before the Amendment		Extended Due Date
Type of Filer	Management Reporting		Auditor Reporting
Rules Finalized in December	Fiscal years ending on or after
Non-accelerated Issuer	July 15, 2007	Dec. 15, 2007	July 15, 2007	Dec. 15, 2008
Newly Public Issuer	First 10-K	Second 10-K	First 10-K	Second 10-K
Accelerated Foreign Private Issuer	July 15, 2006	Unchanged	July 15, 2006	July 15, 2007
Large Accelerated Foreign Private Issuer	July 15, 2006	Unchanged	July 15, 2006	Unchanged

To view the SEC's rulemaking release covering these actions, click on the following link:

http://www.sec.gov/rules/final/2006/33-8760.pdf

For more information send email to SECGroup@rotenbergllp.com or visit www.rotenbergllp.com

We are an independent member of the BDO Seidman Alliance
To be removed from future Rotenberg Public Companies mailings, please email SECGroup@rotenbergllp.com with unsubscribe in the subject line.