How do I launch my Small OPO without an independent CPA review?

If your goal is to limit upfront costs and launch as quickly as possible, then launching without a two year independent CPA review is an option to consider.

As the rule states, any offering that posts a maximum funding goal of $107,000 or less only needs to provide financial information from its tax returns (but not the tax returns themselves) certified by the principal executive officer. Consequently, the time it takes to produce this report can be done in a day and the cost is $0.

If choosing this option, it is vital to also disclose that the company will be performing rolling closes throughout the campaign. You may also want to set an easily obtainable minimum funding goal so that the company can decide to close on funds once the minimum target amount is surpassed.

After electing to go this route, the company should follow these simple steps:

  1. Launch the campaign with a maximum funding goal of $107,000 or less, also disclosing that the company will conduct rolling closes.
  2. Once the campaign has surpassed the minimum funding goal and can see that the maximum funding goal is clearly in reach, post an update to the campaign page notifying your investors that the company will close on the first round of funds in 'as little as five business days.'
  3. Reach out to to get a list of independent CPAs who have experience conducting financial reviews for Small OPO offerings.
  4. After five business days have passed, conduct the first disbursement of funds.
  5. With your newly accessible funds, hire an independent CPA to conduct the two year financial review.
  6. As the review is being done, continue to raise funds through StartEngine. Please note, you will not be able to disburse any funds until the review is complete, the amendment is filed and the investments have been reconfirmed. 
  7. Once the review is complete, file an amendment with the SEC increasing your maximum funding goal to any amount equal to or less than $1,070,000.
  8. Reconfirm investments only that came in during the period between your first disbursement and filing the amendment. StartEngine will send multiple emails to these investors with a link to reconfirm their investment.
  9. Continue to raise funds all the way up to your new maximum funding goal, while also allowing yourself the ability to close on funds along the way.

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