Subject: File No. 265-23
From: Robert F. Richter, CPA
Affiliation: Consultant

April 4, 2006

I have two comments on the report of the Advisory Committee on Smaller Public Companies.

First, it is unfortunate that the period for submitting comments coincides with the preparation and filing of annual reports. While this might not be a problem for large organizations, it does affect the ability of many small businesses and small audit firms to participate in the process.

Second, Section 404 of the Sarbanes-Oxley Act requires that the auditor attest to management's assessment of internal control. PCAOB Auditing Standard No. 2 requires, however, that the auditor audit both (1) management's assessment and (2) the effectiveness of the internal control.

It would be good to focus attention on whether there is a need for these two separate opinions. If the auditor were to report only on whether management's assessment is fairly stated, perhaps the amount of audit work could be significantly reduced and still meet the requirements of the Act.

Robert F. Richter, CPA