Articles

Plain-English technical accounting & SEC reporting.

No fluff, no fabricated war stories. Just the standards that decide whether your filing holds up, explained by someone who files them. For the named accounting failures we dissect, see the case studies.

Public-Company Finance6 min

The small-cap 10-Q close: a 15-day calendar that holds

A day-by-day close calendar that gets the 10-Q filed on time. Without heroics in the final 48 hours.

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Technical Accounting8 min

Warrant accounting for small-caps: liability or equity?

ASC 815-40's indexation and settlement tests. The same ones behind the 2021 SPAC restatements.

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Technical Accounting7 min

Going concern: when substantial doubt must be disclosed

ASC 205-40 made going-concern management's job, every period. The trigger, the window, and the disclosure.

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Internal Controls7 min

Material weakness vs. significant deficiency

What separates the three rungs of the ICFR severity ladder. And which one you have to disclose.

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SEC Reporting8 min

How to answer an SEC comment letter without making it worse

A playbook for Corp Fin comment letters: timeline, drafting, auditor coordination, and the round-two mistakes.

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Audit Readiness5 min

The Audit That Almost Failed

8 unresolved issues, 48 hours to filing, an auditor threatening a qualified opinion. How triage delivered a clean opinion.

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Board & Governance5 min

The Board Package That Changed Everything

Quarterly 40-slide decks, "looks good" feedback, and no real oversight. Redesigning the package changed the conversation.

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Cross-Border5 min

The Cross-Border Mess: India + US Operations

A 25-day close and $400K of monthly intercompany variance, all traced to a Day 1 chart-of-accounts decision.

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Finance Strategy5 min

The Division That Looked Profitable But Wasn't

A 12% EBITDA margin on paper, $200-300K of cash consumed each quarter. What the P&L was hiding.

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Fundraising4 min

The Failed Fundraise: What the Numbers Were Saying

12 VC pitches, 0 term sheets. What the numbers said that the pitch deck didn't.

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Fractional CFO4 min

The Family Business at ₹200Cr: When to Hire Your First CFO

Compliance was perfect and strategy was absent. When a ₹200Cr family business actually needs its first CFO.

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Cross-Border5 min

The India Subsidiary Hemorrhaging Cash

25% EBITDA on paper, $500-800K of cash burned each quarter. What a 72-hour diagnostic found.

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Pre-IPO5 min

The Pre-IPO Company with Material Weaknesses

3 material weaknesses, 14 significant deficiencies, 12 months to IPO. Remediation in 8 months for $180K.

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SEC Reporting4 min

The SEC Comment Letter: A 30-Day Recovery Plan

15 comments, 10 business days. How categorization closed the letter in two rounds with zero stock impact.

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US GAAP4 min

The US GAAP Conversion Nobody Wanted to Fund

Big 4 quoted ₹50L. A materiality analysis got the VCs what they needed for ₹13L.

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SEC Reporting4 min

Do We Need to File a Preliminary Proxy Statement? The Rule 14a-6 Test

When Rule 14a-6(a) requires a preliminary Schedule 14A, which agenda items are exempt, and how the 10-calendar-day rule really behaves in practice.

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SEC Reporting4 min

What Happens If We Can't Hold Our Annual Meeting on Time?

Nasdaq 5620(a), NYSE American Section 704, DGCL 211(c): what happens when a listed company misses its annual meeting deadline, and the cure path.

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Technical Accounting3 min

Where Do Earnout Payments Go on the Cash Flow Statement? (It's Usually Three Places)

Earnout payments split across investing, financing, and operating under ASC 230. How to classify contingent consideration and avoid restatement.

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Technical Accounting4 min

We Found a Cash Flow Classification Error. Restatement, Revision, or Fix It Quietly?

A cash flow classification error with no net income impact can still force restatement. SAB 99, Big R vs. little r, and Item 4.02 explained.

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Technical Accounting4 min

How Much Cash Runway Do You Need to Avoid a Going-Concern Disclosure?

Not 12 months from year-end. Why ASC 205-40's one-year-from-issuance horizon means annual filers need 14-15 months of runway, and how to compute yours.

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Technical Accounting4 min

Will Our Financing Plans Alleviate Substantial Doubt? The 'Probable' Test Explained

ASC 205-40-50-6's double-probable test for management's plans: what qualifies (committed facilities, approved cuts) and what fails (ATMs, LOIs, hope).

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Technical Accounting4 min

Why Your Discount-to-VWAP Convertible Note Is a Derivative Liability

Convertible notes that convert at a discount to market price fail ASC 815-40's fixed-for-fixed test. What that costs you every quarter, and why.

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Technical Accounting4 min

Why Did Our Warrants and Conversion Features Get Classified as Liabilities?

The ASC 815-40-25 settlement conditions that flip warrants and conversion features from equity to liability, and the contract fixes that reverse it.

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Technical Accounting4 min

How Do I Determine My Incremental Borrowing Rate for ASC 842 With No Credit Rating?

Building a defensible ASC 842 IBR without a credit rating: synthetic rating, yield curve, collateral notching, and the documentation auditors expect.

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Technical Accounting4 min

Does My Contract Contain an Embedded Lease? The ASC 842 Test Auditors Run on Your Service Agreements

Embedded leases under ASC 842: the identified-asset and control tests in 842-10-15-3, which contracts to screen, and how to fix missed leases.

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SEC Reporting4 min

The $120,000 Threshold Is Not Your Threshold: Item 404(d) for Smaller Reporting Companies

Smaller reporting companies use the lesser of $120K or 1% of average total assets under Item 404(d). How to compute it and what else changes.

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SEC Reporting4 min

We Found an Undisclosed Related-Party Transaction. Now What?

A prior-year related-party transaction was never disclosed under Item 404 or ASC 850. The triage sequence: assess, correct, document, remediate.

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Technical Accounting4 min

Should We Report Revenue Gross or Net? The Principal-vs-Agent Test the SEC Actually Applies

Gross vs net revenue under ASC 606: the control test in 55-37, the three indicators, and how to survive the SEC comment letter.

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Technical Accounting3 min

Why Is My Auditor Making Us Defer Revenue on Bundled Contracts? SSP Allocation, Explained

Auditor deferring revenue on bundled deals? The ASC 606 SSP allocation rules, the stated-price trap, and how to build a defensible SSP study.

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Technical Accounting3 min

We Only Have One Segment. What Does ASU 2023-07 Actually Make Us Disclose?

ASU 2023-07 applies to single-segment companies. What the new segment footnote must contain, effective dates, and how to build it.

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Technical Accounting4 min

The SEC Is Asking About Our Segments and Our CODM. How Do We Respond Without Making It Worse?

How to respond to an SEC comment letter on segment reporting: what the staff asks for, why CODM packages decide the outcome, and the errors that escalate.

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