Pink Sheet Audits

Pink Sheet Audits: A Simple Guide for OTCQX, OTCQB, and OTC Pink Sheets

Companies trading on the over-the-counter (OTC) markets face specific requirements to ensure transparency, financial accuracy, and regulatory compliance. Among these markets are OTCQX, OTCQB, and OTC Pink Sheets, each with different listing criteria. Dimov Audit offers specialized services to help companies in these markets maintain compliance through Pink Sheet Audits.

OTC Markets

The Over-the-Counter (OTC) market is a decentralized platform where securities not listed on major exchanges, such as the NYSE or NASDAQ, are traded. Companies in this market are often smaller or early-stage businesses, and their financial disclosures vary significantly based on their listing tier. The OTC Market Group categorizes securities into different tiers depending on the level of financial transparency provided by each company. These tiers include OTCQX, OTCQB, and OTC Pink Sheets, each with specific listing requirements and expectations.

• OTCQX: The Premier Tier
  

The OTCQX is the top tier in the OTC markets, specifically designed for established and investor-friendly companies. Companies in this tier are generally well-known, provide high levels of financial transparency, and meet rigorous requirements. Listing on the OTCQX requires companies to:

• Provide audited financial statements
  
• Submit to regular financial disclosures
  
• Comply with U.S. securities laws or international regulations
  

This tier offers a high degree of credibility for companies, making it a popular choice for those that want to offer reassurance to investors while avoiding the higher costs of listing on major exchanges. Dimov Audit can assist companies in maintaining the necessary financial transparency to remain compliant with OTCQX standards.

OTCQB: The Venture Market

The OTCQB is often referred to as the "Venture Market" and is primarily for early-stage or growth companies that may not yet meet the higher standards of OTCQX. Companies trading on the OTCQB are still required to provide a reasonable level of financial transparency, including:

• Audited financial statements
  
• Regular and timely financial disclosures
  

OTCQB is ideal for businesses looking to raise capital or attract investors while maintaining lower costs compared to larger exchanges. Dimov Audit provides tailored services to help these companies meet the reporting and auditing requirements necessary to trade on the OTCQB.

OTC Pink Sheets: A Flexible Option

The Pink Sheets, or OTC Pink, is the lowest tier of the OTC market and includes a broad range of companies. Some companies in this tier provide timely and accurate information to investors, while others may disclose minimal or no information at all. The flexibility of this tier allows both small, legitimate businesses and more speculative ventures to trade. Companies on the OTC Pink Sheets are categorized into three sub-groups:

• Current Information: Companies that provide regular and up-to-date financial information.
  
• Limited Information: Companies that submit infrequent disclosures.
  
• No Information: Companies that do not provide any public financial reports.

While regulatory requirements are minimal for OTC Pink companies, investors still expect some degree of financial accountability. Dimov Audit helps companies trading on the Pink Sheets maintain financial transparency, offering essential audit services to improve investor confidence.

Audited Financial Statements and Listing Without Them

Financial transparency is a key factor in building trust with investors, and it varies significantly across the different tiers of the OTC market. Audited financial statements play an essential role in ensuring accuracy and compliance, but not all OTC tiers have the same requirements. For companies listed on OTCQX and OTCQB, audited financial statements are a mandatory part of maintaining their listing, while OTC Pink Sheets companies have more flexibility.

• OTCQX and OTCQB: Mandatory Audited Financial Statements
  

Companies aiming to be listed on the OTCQX or OTCQB tiers are required to provide audited financial statements. These statements must adhere to either U.S. Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS), ensuring that they meet globally recognized financial reporting standards. Importantly, the audits must be conducted by auditors registered with the Public Company Accounting Oversight Board (PCAOB), a regulatory body that ensures the quality of audits for publicly traded companies.

This requirement fosters a higher level of financial transparency and confidence among investors, making it a crucial factor for companies listed on these tiers. Dimov Audit can provide expert auditing services for OTCQX and OTCQB companies, ensuring that their financial statements comply with both GAAP and IFRS standards.

OTC Pink Sheets: Flexible Disclosure Requirements

In contrast to the higher tiers, companies listed on the OTC Pink Sheets have more relaxed disclosure requirements. While some Pink Sheet companies voluntarily provide audited financial statements, it is not a requirement for all. Companies in the OTC Pink Sheets market fall into three distinct categories based on the level of disclosure they choose to provide:

• Current Information: Companies that regularly disclose their financial statements, though these may be unaudited.
  
• Limited Information: Companies that provide sporadic or incomplete financial information.
  
• No Information: Companies that offer no financial disclosure, making it difficult for investors to assess their financial health.
  

While companies can be listed on the OTC Pink Sheets without audited financial statements, the absence of audits may undermine investor confidence and reduce market liquidity. Audited financials provide assurance that the company’s financial position is accurately represented, making it more attractive to investors. Dimov Audit can assist Pink Sheet companies in voluntarily providing audited financial statements, helping them enhance transparency and improve investor trust.

Ultimately, whether a company is required to have audited financial statements or not, providing them can significantly impact investor confidence and the company’s long-term financial stability. Dimov Audit specializes in helping companies across all OTC tiers, from providing mandatory audits for OTCQX and OTCQB companies to offering voluntary audits for those listed on the OTC Pink Sheets, ensuring they meet their financial disclosure goals.

Ultimately, whether a company is required to have audited financial statements or not, providing them can significantly impact investor confidence and the company’s long-term financial stability. Dimov Audit specializes in helping companies across all OTC tiers, from providing mandatory audits for OTCQX and OTCQB companies to offering voluntary audits for those listed on the OTC Pink Sheets, ensuring they meet their financial disclosure goals.

Applicability of PCAOB Rules to OTC Companies

The Public Company Accounting Oversight Board (PCAOB) oversees audits of public companies to protect investors and ensure reliable financial reporting. Its rules apply differently depending on whether an over-the-counter (OTC) company is registered with the Securities and Exchange Commission (SEC) or not.

• SEC Reporting Companies
  

OTC companies registered with the SEC must file periodic reports (such as 10-Ks and 10-Qs), and their financial statements must be audited by PCAOB-registered firms, following PCAOB standards. This applies to many companies listed on higher OTC tiers like OTCQX and OTCQB.

• Non-SEC Reporting Companies
  

For OTC companies not registered with the SEC—common on the OTC Pink Sheets—PCAOB rules do not apply. These companies may have audits performed by Certified Public Accountants (CPAs) using Generally Accepted Auditing Standards (GAAS), which are less rigorous than PCAOB standards.

• OTCQX and OTCQB Requirements
  

While companies on OTCQX and OTCQB are not SEC-reporting, they must still provide audited financial statements prepared by PCAOB-registered firms, ensuring higher transparency similar to SEC-regulated companies.

Dimov Audit offers PCAOB-compliant audits for OTCQX, OTCQB, and SEC-reporting companies, as well as GAAS-compliant audits for OTC Pink Sheets companies.

Summary

Pink Sheets Listing Without Audited Financials

Companies can be listed on the OTC Pink Sheets without audited financial statements, depending on the level of disclosure they choose—ranging from full disclosure to none at all.

PCAOB Rules Application

• Apply To:
  ‍OTC companies that are SEC reporting and must file periodic financial reports.
  Companies listed on OTCQX and OTCQB, as required by the OTC Market Group.
  
• Do Not Apply To:
  Non-SEC reporting companies on the OTC Pink Sheets tier, where PCAOB-compliant audits are not mandatory unless the company opts for them.
  

Key Considerations

• Investor Perception: Companies without audited financial statements may struggle to attract investors, as they are often viewed as higher risk.
  
• Regulatory Changes: Regulations can change, so it's important to stay updated on the latest guidelines from the OTC Markets Group and regulatory authorities.
  
• Professional Advice: For tailored guidance or complex compliance needs, consulting with financial advisors or legal experts in securities law is highly recommended.
  

Our Offerings

Dimov Audit has deep expertise in conducting Pink Sheet Audits for companies listed on OTCQX, OTCQB, and OTC Pink Sheets. Here’s why businesses trust us with their auditing needs:

• Tailored Approach: Dimov Audit customizes each audit to the specific requirements of the company's OTC market tier.
  
• Experienced Team: Our auditors have significant experience working with companies across the OTC markets, providing expert insight into the unique challenges of each market segment.
  
• Comprehensive Services: From pre-audit preparation to post-audit advisory, Dimov Audit offers full-spectrum services to ensure financial compliance and transparency.