Statement on Auditing Standards - Filings with the Securities and Exchange Commission under the Securities Act of 1933

(Supersedes Statement on Auditing Standards No. 37, Filings Under Federal Securities Statutes [AICPA, Professional Standards, AU sec. 711]).

CONTENTS

Introduction

Scope of This Statement on Auditing Standards/
Effective Date/
Objective/
Definitions/
Requirements
Effective Date of the Registration Statement/
The Prospectus and Other Information/
Subsequent Events Procedures/
Unaudited Annual Financial Statements or
   Unaudited Interim Financial
   Information/
Application and Other Explanatory Material
Scope of This Statement on Auditing
   Standards/
Definitions/
Effective Date of the Registration Statement/
The Prospectus and Other Information/
Subsequent Events Procedures/
Exhibits/
Exhibit A: Background/
Exhibit B: Illustrative Disclosures and
   Reports/

INTRODUCTION

Scope of This Statement on Auditing Standards (Ref: par. A1)

1. This Statement on Auditing Standards (SAS) addresses the auditor's responsibilities in connection with financial statements of a nomssuer included or incorporated by reference in a registration statement filed with the U.S. Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended. Exhibit A, "Background," provides background information on certain liability provisions of Section 11 of the Securities Act of 1933, including Section 11(b)(3)(B).

Effective Date

2. This SAS is effective for filings under the Securities Act of 1933 that include audited financial statements for periods ending on or after December 15, 2012.

OBJECTIVE

3. The objective of the auditor, in connection with audited financial statements of a nonissuer that are separately included or incorporated by reference in a registration statement filed under the Securities Act of 1933, is to perform specified procedures at or shortly before the effective date of the registration statement to sustain the burden of proof that the auditor has performed a reasonable investigation, as referred to in Section 11(b)(3)(B) of the Securities Act of 1933.

DEFINITIONS

4. For purposes of this SAS, the following terms have the meanings attributed as follows:

Auditor's consent. A statement signed and dated by the auditor that indicates that the auditor consents to the use of the auditor's report, and other references to the auditor, in a registration statement filed under the Securities Act of 1933.

Awareness letter. A letter signed and dated by the auditor to acknowledge the auditor's awareness that the auditor's review report on unaudited interim financial information is being used in a registration statement filed under the Securities Act of 1933. This letter is not considered to be part of the registration statement and is also commonly referred to as an acknowledgment letter.

Effective date of the registration statement. The date on which the registration statement filed under the Securities Act of 1933 becomes effective for purposes of evaluating the auditor's liability under Section 11 of the Securities Act of 1933. (Ref: par. A2 and A14)

5. References to included or the inclusion of in a registration statement in this SAS means included or incorporated by reference in a registration statement filed under the Securities Act of 1933.

REQUIREMENTS

Effective Date of the Registration Statement (Ref: par. A3)

6. Because the effective date of a registration statement filed under the Securities Act of 1933 may not necessarily coincide with the filing date, the auditor should request management to keep the auditor advised of the progress of the registration proceedings through the effective date of the registration statement.

The Prospectus and Other Information (Ref: par. A4-A8)

7. When the auditor's report on audited financial statements is included in a registration statement filed under the Securities Act of 1933, the auditor should perform the procedures described in AU section 550, Other Information in Documents Containing Audited Financial Statements (AICPA, Professional Standards), on the prospectus and pertinent portions of the registration statement (including material that is incorporated by reference).

8. In connection with the procedures required by paragraph 7, the auditor should determine that the auditor's name is not being used in a way that indicates that the auditor's responsibility is greater than the auditor intends.

Subsequent Events Procedures (Ref: par. A9-A11)

9. When the most recent separate financial statements of the entity and related auditor's report are included in the registration statement, the auditor should perform the following procedures described in the clarified SAS Subsequent Events and Subsequently Discovered Facts (1) at or shortly before the effective date of the registration statement:

a. Audit procedures designed to identify events occurring between the date of the auditor's report and the effective date of the registration …

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Publication information: Article title: Statement on Auditing Standards - Filings with the Securities and Exchange Commission under the Securities Act of 1933. Contributors: Not available. Journal title: Journal of Accountancy. Volume: 212. Issue: 1 Publication date: July 2011. Page number: 95+. © 2009 American Institute of CPA's. COPYRIGHT 2011 Gale Group.

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