- Zero Material Weakness
- Posts
- Welcome to Zero Material Weakness!
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 September 5, 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
EDGAR Release 25.2.2 announced (Aug 29)
What happened: SEC confirmed the next EDGAR rollout effective Sept 15, 2025 - notably: EDGAR access will require Login.gov credentials (no more CIK/password), role-based filing permissions will be validated for the individual submitter, and filers must have enrolled in EDGAR Next or received Form ID access on/after Mar 24, 2025.
Why it matters: This is operationally material for every issuer and filing agent. If you haven’t completed EDGAR Next enrollment, do it now or you risk filing disruptions after Sept 15. The item also appeared on the EDGAR News page that day, underscoring urgency.Enforcement: Alleged multimillion-dollar offering fraud (Aug 29)
What happened: Litigation Release LR-26386, SEC charged Horizon Platinum LLC and owner Faraz (Osman) Dar for an alleged scheme raising up to ~$30 million from 30+ investors, promising outsized returns tied to a purported luxury-car export business that, per the complaint, did not exist; funds were allegedly misused for personal expenses. Remedies sought include injunctions, disgorgement with interest, penalties, and an officer/director bar.
Why it matters: Continues SEC’s posture on retail-facing fraud and misrepresentations; relevant for gatekeepers (CPAs, advisors, broker-dealers) screening private offerings and “too-good-to-be-true” yield programs.Quick actions:
EDGAR Next: Confirm your organization and filing agent have Login.gov accounts, roles set, and enrollment completed before Sept 15; update internal close/filing playbooks accordingly.
Market structure monitoring: If you trade equities/options, plan to listen in on Sept 18 and prepare talking points/comments, best execution and routing policies may need revisiting depending on where the Commission lands.
Enforcement hygiene: Re-check due-diligence procedures on private placements/third-party products; refresh staff training on red-flags and documentation.
On Aug 22, 2025 (the prior Friday), CFPB issued a reconsideration Notice of Proposed Rulemaking (NPRM) & Advance Notice of Proposed Rulemaking (ANPR) seeking comment on key pieces of the open banking rule, e.g., who can be a consumer’s authorized “representative.” Although published just before the week, it dominated industry focus during Aug 25–29 and drove stakeholder activity that week.
Uniform Practice Code (UPC) Advisory #88-25 – Accelerate Diagnostics (AXDXQ) deemed worthless (Aug 29)
FINRA announced the debtor’s Chapter 11 plan became effective Aug 20 and all equity interests are extinguished. The notice reminds members about handling “worthless securities” deliveries under FINRA Rule 11530 and suitability obligations under Rule 2111. This is operationally material for firms with open positions/settlements or customer claims tied to AXDXQ.What didn’t happen: FINRA did not post new Regulatory Notices, News Releases, or Rule Filings during Aug 25-29. The nearest items bracketing the week were a Technical Notice (holiday reminder) on Aug 22 and a TRAQS MFA production access reminder on Sep 2, neither falls inside the window.
OMB Circular A-129 (Federal credit & debt-collection policy) revised (late Aug, posted Aug 29)
OMB released a revised A-129 (August 2025), effective immediately and expressly rescinding the Sept 2024 version. It updates government-wide policies for direct/guaranteed loans, credit subsidy estimation, lender/servicer oversight, receivables management, and delinquent debt collection.
Why it matters: Credit programs (e.g., SBA, USDA, HUD, DOE LPO) and any agency with non-tax receivables must align underwriting, servicing, and collections to the new standards - affecting subsidy rates, risk controls, and reporting.
A thought from our Author Norm Osumi
As we enter the last four months of the reporting period, the items below act as a good reminder of the PCAOB focus areas for this year:
1. Sector-Based Audit Inspections: PCAOB will prioritize audits in financial services, real estate, and information technology sectors, especially where accounting is complex, past deficiencies exist, or there is heightened going-concern risk.
2. Special Audit Risk Scenarios: Inspections will include firms dealing with supply chain disruptions, M&A activity, broker‑dealers (especially introducing brokers), and those impacted by economic volatility.
3. Audit Execution and Standard-Change Challenges: Areas receiving focus include execution challenges, implementation of new auditing standards, and the reporting of Critical Audit Matters (CAMs).
4. Technology, Cybersecurity, and AI in Audits: The PCAOB is alert to increased use of generative AI, cybersecurity incidents, and how technology impacts audit quality.
5. Audit Quality Controls, Culture, and Independence: Emphasis is placed on quality control procedures, independence, firm culture, and how audits managed under alternative practice structures are conducted.
6. Strategic Direction: Standards, Enforcement, and Effectiveness: Under its 2022–2026 strategic plan (reflected in the FY2025 budget), the PCAOB is focused on modernizing standards, enhancing inspections, strengthening enforcement, and improving organizational effectiveness.
7. Expanded Auditor Liability and Analytical Expectation Rules: PCAOB has voted to expand auditor liability from recklessness to negligence, and proposed new rules requiring independent expectations in analytical procedures and use of tech-assisted analysis, effective for fiscal years ending December 15, 2025 or after.
8. Audit Committee Oversight and Firm Reporting: Though proposed rules on firm and engagement metrics have been withdrawn, PCAOB oversight of audit committee communications on staff turnover, audit milestones, and workload remains in focus.
9. Leadership and Regulatory Shifts: PCAOB Chair Erica Williams was ousted by the new SEC chair, signaling a potential shift toward lighter regulation and possible restructuring or weakening of PCAOB authority.
10. Quality Control Oversight Requirements in Flux: Pushback from audit firms on new PCAOB rules requiring external oversight bodies for quality control (mandated by standards post-Enron) indicates ongoing turbulence in implementing reforms.
Ask the PCAOB Whisperer
Which of these will most strain your Q4 close?
☐ Estimates/FV
☐ ICFR testing
☐ Fraud procedures
☐ Confirmations
☐ Cyber/ITGC
☐ Other (tell us)
Leave us your thoughts or questions (in the comment box) and our experts will get back to you with their answer.
Educational only, not advice. Please omit confidential details.
Weekly Podcasts
We want to keep you engaged with meaningful topics, so we create weekly podcasts and host periodic webinars.
Here's a compelling interview, where you can get to hear of a shortcut to understanding career growth, navigating the consulting maze, grasping the real impact of tech like AI and developing those indispensable consultative skill, all drawn from someone who is in the thick of it - Eric Butts, CPA.
Tune in to hear more.
Here’s the audio version of the same:
To watch more podcasts, visit and follow us on ReportingNorms.ai.
Like what you see? Subscribe now and join a growing network of finance leaders building stronger, audit-ready companies.





Reply