Subject: File No. S7-36-11
From: Frank Ferro, CPA

October 13, 2011

After conducting several SOX reviews for a number of clients, it has become apparent that reviews should be conducted every 3 years rather than annually.


Reduce corporate expenses
Relies on improved moral compass to avoid jail time
Puts more liquidity in the market place

The reason I have come to this conclusion is that its a waste of funds to do this annually. If the FS are fraudulant then the CEO and CFO will be prosecuted regardless.

My question becomes
How many CEO's and CFO's has the SEC charged since 2002 with fraud based on SOX reviews?

If I am wrong then companies will continue to spend money that could be better spent increasing jobs. It is too expensive for small companies to file IPOS so they go to the UK. Time for some consideration. Have fortune 100 companies filed incorrect FS in the last 5 years NO so what does it prove.