Welcome to Zero Material Weakness!

Stay ahead of audit red flags with practical insights and real-world tips to fix internal control weaknesses before they’re found.

Welcome to this edition (week ending July 18, 2025) of Zero Material Weakness (ZMW) — a newsletter built for CFOs and controllers who want to stay ahead of material weaknesses before they become audit red flags. Whether you're preparing for SOX compliance, managing IPO-readiness, or just tightening up your internal control environment, this newsletter brings practical insights, industry trends, and real-world examples straight to your inbox. Our goal? Help you fix what’s weak, before the auditors find it.

News this week

  • First Liberty $140 million Ponzi case
    On July 10 2025 the SEC sued First Liberty Building & Loan and owner Edwin Brant Frost IV, alleging a decade-long Ponzi scheme that raised at least $140 million from about 300 investors via high-yield bridge-loan notes. The complaint seeks an asset freeze, receivership, disgorgement, civil penalties and expedited discovery.

  • Fair-Lending chief sidelined (July 8, 2025) – Assistant Director J. Frank Vespa-Papaleo, who had warned that mass firings risked crippling HMDA mortgage-data quality, was placed on administrative leave. The move signals a sharp retreat from discrimination enforcement and heightens uncertainty about the CFPB’s civil-rights priorities under the downsizing Trump leadership.

  • Early-morning trade-reporting expansion – SR-FINRA-2025-011, filed July 8, moves the FINRA/NYSE and FINRA/Nasdaq Trade Reporting Facilities’ opening time to 4:00 a.m. ET (from 8 a.m.). Starting once FINRA issues a technical notice, off-exchange equity trades executed in the pre-market will be reported and disseminated in real time, erasing a four-hour transparency gap.

  • On July 7 2025 the OCC issued Proclamation 2025-66 permitting national banks and federal savings associations in flood-hit Texas counties to close branches where conditions are unsafe. The order activates disaster-relief guidance on hours, reporting, and customer aid, urges rapid reopening once safe, and flags continuity-of-operations and credit-quality risks.

  • SNAP “Staple Food Stocking Standards” proposal (July 11) – USDA’s Food & Nutrition Service sent a rule to OIRA that would tighten the variety and quantity of staple foods retailers must carry to retain SNAP authorization. The change affects about 250,000 stores and millions of beneficiaries, with compliance costs that could push marginal grocers out of the program.

A thought from our Author Norm Osumi 

On Thursday, July17, 2025, Congress passed the GENIUS Act, a landmark U.S. federal law creating strict standards for dollar‑backed stablecoins, mandating full reserve backing, transparency, and AML oversight. I discussed the GENIUS Act in a previous podcast.  For crypto investors, this brings newfound clarity and trust - but not a shield against market volatility or yields. It signals a turning point in institutional adoption and regulation. Post me a message or a question and I will answer it in the next week’s issue of ZMW.

Ask the PCAOB Whisperer

Q: Can the SEC Really Absorb the PCAOB?

A: In a bold legislative maneuver tucked inside a massive tax-and-spending bill, Congress is proposing to defund and dissolve the PCAOB, folding its responsibilities—inspections, enforcement, and standard-setting, into the Securities and Exchange Commission (SEC).

Why does this matter?
The PCAOB was born out of the Enron/WorldCom scandals through the Sarbanes-Oxley Act to provide independent audit oversight, funded by industry, not taxpayers. Its independence allowed for competitive pay, global inspections, and enforcement actions that raised audit quality globally.

Supporters say the merger would eliminate duplication and improve efficiency. Critics argue it risks independence, weakens international cooperation, and violates Senate budget rules (since the PCAOB isn't taxpayer-funded).

Independence Risk: Federal pay caps could drain talent. SEC’s broader mandate might dilute focus on audits.

Audit Quality Risk: PCAOB's international agreements, like the ones enabling reviews in China may lapse, leaving oversight gaps.

Enforcement Concerns: Momentum from ongoing PCAOB investigations could get lost in SEC bureaucracy.

But not all insiders are alarmed. PCAOB member Christina Ho acknowledged the potential for a more holistic view of audit quality, uniting audit process (PCAOB) with financial reporting oversight (SEC). Acting SEC Chief Accountant Ryan Wolfe echoed that his team is preparing, even if details are murky.

Whether this is efficiency or erosion depends on execution. For now, accounting leaders should stay engaged, ask tough questions, and prepare for seismic shifts in the regulatory landscape.

Weekly Podcasts

We want to keep you engaged with meaningful topics, so we create weekly podcasts and host periodic webinars.

On this week’s ReportingNorms.ai, host Norm Osumi unpacks the SEC’s latest cybersecurity disclosure rules and the explosive impact of generative AI in the finance back office. As cyber risk reporting moves from spreadsheets to headline news, Norm explains why every controller and CFO now needs a rapid-response breach playbook that can withstand intense public and regulatory scrutiny. You’ll learn what triggers a four-day SEC disclosure clock after a material cyber incident, how AI-driven financial operations are creating new attack vectors, and why incident response is no longer just an IT problem. With real-world scenarios and a practical framework for integrating AI risk into your compliance routine, this episode is essential listening for anyone navigating the crossroads of finance, technology, and regulation. Stay tuned to tighten your compliance muscles and get ahead of the new reporting norms.

Tune in to hear more.

Here’s the audio version of the same:

To watch more podcasts, visit and follow us on ReportingNorms.ai.

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