SECURITIES 

REGULATION

Factors That May 

Affect Trends in 

Regulation A Offerings

Report to Congressional Committees

July 2012

GAO-12-839

United States Government Accountability Office

GAO
United States Government Accountability Office

Highlights of GAO-12-839, a report to 

congressional committees 

July 2012 

SECURITIES REGULATION 

Factors That May Affect Trends in Regulation A 

Offerings

Why GAO Did This Study

Businesses seeking to use public 

offerings of securities to raise capital

must comply with federal and state 

securities laws. Businesses must 

register offerings with SEC unless they 

qualify for an exemption. Regulation A 

exempts a securities offering that does 

not exceed $5 million from SEC 

registration if certain requirements are 

met. However, businesses still must 

file an offering statement that includes 

an offering circular and financial 

statements with SEC, and SEC staff 

review filings for consistency with 

applicable rules and accounting 

standards. In addition, Regulation A 

does not exempt offerings from states’ 

registration requirements, which are 

also intended to protect investors. 

Concerned about the decline in the 

number of public offerings, the JOBS 

Act requires SEC to amend Regulation 

A (or to adopt a new regulation) to 

raise the threshold for use of that 

registration exemption from $5 million 

to $50 million, and requires GAO to 

study the impact of state securities 

laws on Regulation A offerings. This 

report examines (1) trends in 

Regulation A filings, (2) how states

register Regulation A filings, and, (3) 

factors affecting the number of 

Regulation A filings and how the 

number of filings may change in the 

future. GAO analyzed SEC data 

related to financial regulatory filings, 

reviewed published research, and 

interviewed academics, SEC staff, 

state securities regulators, and small 

businesses. SEC and NASAA provided 

technical comments on a draft copy of 

this report, which GAO incorporated as 

appropriate. In its letter, NASAA 

concurred with our finding that multiple 

factors have influenced the use of 

Regulation A. 

What GAO Found

The number of Regulation A offerings filed and qualified (that is, cleared) by the 

Securities and Exchange Commission (SEC) has declined significantly after 

peaking in fiscal years 1997 and 1998, respectively. In particular, offerings filed 

since 1997 decreased from 116 in 1997 to 19 in 2011. Similarly, the number of

qualified offerings dropped from 57 in 1998 to 1 in 2011. Securities attorneys

GAO interviewed suggested that the decrease in filings after 1997 could be 

attributed to a number of factors, including the increased attractiveness of 

Regulation D. The National Securities Markets Improvement Act of 1996

preempted state registration requirements for other categories of securities 

including certain Regulation D offerings, which are also exempt from SEC 

registration. In contrast, Regulation A offerings are generally subject to state 

securities laws and must go through a federal filing and review process. In 

recent years, businesses have used Regulation D and registered public offerings 

to a greater extent than Regulation A. 

States’ methods for registering and reviewing securities vary. One method used 

by states is “registration by qualification,” which is similar to registering securities 

with SEC, as issuers are required to submit certain documents to the responsible 

state securities agency for review and approval. All states conduct disclosure 

reviews of the Regulation A offerings, meaning that they ensure that all material 

information is disclosed in the offering. According to the North American 

Securities Administrators Association (NASAA) officials, most states additionally 

conduct a merit review—an analysis of the fairness of the offering to investors—

although some states use stricter standards in their merit reviews than others. 

NASAA officials have encouraged states to take steps to streamline their 

requirements and make them more uniform, including adopting a standard form 

for registering securities. NASAA plans to work with states to determine what 

changes in their registration methods will be needed in light of the Jumpstart Our 

Business Startups Act (JOBS Act). 

Multiple factors appear to have influenced the use of Regulation A and views 

vary on whether raising the offering threshold will increase its use. The factors 

included the type of investors businesses sought to attract, the process of filing 

the offering with SEC, state securities laws, and the cost-effectiveness of 

Regulation A relative to other SEC exemptions. For example, identifying and 

addressing individual state’s securities registration requirements can be both 

costly and time-consuming for small businesses, according to research, an 

organization that advocates for small businesses, and securities attorneys that 

GAO interviewed. Additionally, another SEC exemption is viewed by securities 

attorneys that GAO met with as more cost-effective for small businesses. For 

example, through certain Regulation D filings small businesses can raise equity 

capital without registering securities in individual states, as long as other 

requirements are met. State securities administrators, a small business 

advocate, and securities attorneys with whom GAO met had mixed views on 

whether the higher maximum offering amount ($50 million) under the JOBS Act 

would lead to increased use of Regulation A. For example, some thought that 

the higher threshold could encourage greater use of Regulation A, while others 

told us that many of the factors that have deterred its use in the past likely will 

continue to make other options more attractive. 

View GAO-12-839. For more information, 

contact A. Nicole Clowers at (202) 512-8678 

or clowersa@gao.gov
Page i GAO-12-839 Securities Regulation

Letter 1 

Background 4

Regulation A Use Has Decreased Since 1997 8

States’ Methods of Registering Regulation A Securities Offerings 

Vary 13

Multiple Factors May Have Affected Use of Regulation A and Views 

on Future Use Are Mixed 15

Agency Comments 21

Appendix I Comments from the North American Securities Administrators 

Association 23

Appendix II GAO Contact and Staff Acknowledgments 25

Table

Table 1: Number of Qualified Regulation A Offerings and 

Regulation D and Registered Public Offerings Filed for 

under $5 Million, Fiscal Years 2008 through 2011 11

Figure

Figure 1: Number of Regulation A Offerings Filed and Qualified, 

Fiscal Years 1992 through 2011 9

Contents
Page ii GAO-12-839 Securities Regulation

Abbreviations

Corporation Finance SEC Division of Corporation Finance

FINRA Financial Industry Regulatory Authority

JOBS Act Jumpstart Our Business Startups Act

NASAA North American Securities Administrators 

 Association 

SEC Securities and Exchange Commission

Securities Act Securities Act of 1933

This is a work of the U.S. government and is not subject to copyright protection in the 

United States. The published product may be reproduced and distributed in its entirety 

without further permission from GAO. However, because this work may contain 

copyrighted images or other material, permission from the copyright holder may be 

necessary if you wish to reproduce this material separately.
Page 1 GAO-12-839 Securities Regulation

United States Government Accountability Office 

Washington, DC 20548

July 3, 2012

The Honorable Tim Johnson

Chairman

The Honorable Richard C. Shelby

Ranking Member

Committee on Banking, Housing, and Urban Affairs

United States Senate

The Honorable Spencer T. Bachus

Chairman

The Honorable Barney Frank

Ranking Member

Committee on Financial Services

House of Representatives

Small businesses rely on capital to start and expand their businesses. 

Some small businesses often satisfy capital needs by asking friends and 

family members, or by seeking bank loans. Small businesses that exceed 

these resources, or have additional capital needs, may seek to sell 

shares of ownership or securities convertible into shares of ownership, in 

the business to raise needed cash to be used in operations. One of the 

major sources of equity capital is the public offering of securities.

The Securities Act of 1933 (Securities Act) requires companies that are 

publicly offering securities for investment to register the offering of the 

securities with the Securities and Exchange Commission (SEC) and 

provide investors with all material information necessary to make an 

investment decision.1 The Securities Act contains some exemptions from 

registration and authorizes SEC to provide by rule for additional 

exemptions. In particular, SEC Regulation A exempts from registration 

securities offerings if the total offering price does not exceed $5 million 

and if certain other requirements are met.2

 

1

15 U.S.C. §§ 77a et seq.

SEC has stated that 

Regulation A is an effective tool for developing companies that may not 

be able to raise sufficient funds to justify the significant costs of 

2

17 C.F.R. §§ 230.251 through 230.263.

 
 

Page 2 GAO-12-839 Securities Regulation

registration.3

In addition, Regulation A offerings are generally subject to registration 

requirements under state securities laws, known as blue sky laws.

Although Regulation A offerings are not subject to the SEC 

review process for registered offerings, these offerings must go through a 

federal filing and review process.

4

In an effort to increase small business public offerings, the Jumpstart Our 

Business Startups Act (JOBS Act) requires SEC to amend Regulation A 

(or to adopt a new regulation) to raise the ceiling for use of that 

registration exemption from $5 million to $50 million, among other things.

Unless federal law specifically preempts a securities offering from state 

regulation, issuers must meet the specific regulatory requirements for 

each state in which they want to make an offering.

5

To examine trends in Regulation A filings, we analyzed SEC data for 

trends on the number of filings and the number of filings SEC determined 

to be qualified (i.e., cleared by SEC) from 1992 through 2011. We 

compared the number of qualified Regulation A offerings to the number of 

Regulation D filings (containing three additional Securities Act registration 

However, questions remain about whether state blue sky laws could 

serve as an impediment to greater use of Regulation A. Section 402 of 

the JOBS Act requires us to review the impact of state blue sky laws on 

Regulation A offerings. This report examines (1) trends in Regulation A 

filings, (2) how states register Regulation A filings, and (3) what factors 

have affected the number of Regulation A filings and how the number of 

filings may change in the future.

 

3

SEC Release No. 33-6924 (Mar. 11, 1992). 57 Fed. Reg. 9768, 9770 (Mar. 20, 1992).

4

The origin of the term “blue sky laws” is subject to a number of different theories. The 

most widely held theory attributes it to Justice McKenna’s description of a state securities 

law in Hall v. Geiger-Jones Co., 242 U.S. 539, 550 (1917): “The name that is given to the 

law indicates the evil at which it is aimed; that is . . . speculative schemes which have no 

more basis than so many feet of blue sky . . .” However, a newspaper article written by the 

author of the original Kansas law states that the term actually refers to a fraudulent 

rainmaking scheme in which the investment promoter “promises rain but delivers blue 

sky.” See Rick Fleming, “100 Years of Securities Law: Examining a Foundation Laid in the 

Kansas Blue Sky,” 50, no. 3 Washburn Law Journal (Spring 2011).

5

Pub. L. No. 112-106, § 401,126 Stat. 306, 323 (2012) amending section 3(b) of the 

Securities Act, 15 U.S.C. § 77c(b). In addition, section 401 of the JOBS Act added a new 

section 3(b)(5) to the Securities Act, 15 U.S.C. § 77c(b)(5), which requires SEC to 

consider upward adjustments to the new $50 million ceiling every 2 years.
 

Page 3 GAO-12-839 Securities Regulation

exemptions for certain securities offerings) and registered offerings of up 

to $5 million from 2008 through 2011 to illustrate differences in 

businesses’ use of other securities offering options. We assessed the 

reliability of SEC’s data on Regulation A, Regulation D, and registered 

offerings by interviewing agency officials and reviewing documentation 

related to SEC’s Electronic Data Gathering, Analysis, and Retrieval 

system. We determined the data reliable for our purposes. We also 

reviewed SEC’s policies and procedures for qualifying small businesses’ 

filings for exemption through Regulation A.

To describe how states register Regulation A filings, we reviewed 

published research and North American Securities Administrators 

Association (NASAA) documentation of state registration methods. We 

interviewed NASAA officials to discuss states’ registration methods and 

Regulation A filings, and state securities administrators from seven states 

to discuss their registration methods. We interviewed a non probability 

sample of state administrators’ offices based on geographic diversity, 

recent experience with Regulation A, and referrals from NASAA.

Specifically, we interviewed staff from the state securities administrators 

of the following: Arkansas, Delaware, Florida, Ohio, Texas, Virginia, and 

Washington. We also interviewed a non probability sample of three small 

businesses from different industries that had issued Regulation A 

offerings in multiple states from 2010 through May 2012 to provide a 

diversity of perspectives.

To identify factors that may have affected the number of Regulation A 

filings and how the number of filings may change in the future, we 

reviewed published research and reports on blue sky laws, Regulation A 

and Regulation D usage over time, and small businesses’ access to 

equity capital. We also reviewed the JOBS Act, the Securities Exchange 

Act of 1934, the Securities Act, and Regulations A and D. In addition, we 

interviewed SEC officials and state securities administrators and 

representatives from the states and small businesses mentioned above.

We also interviewed attorneys who have assisted small businesses with 

obtaining Regulation A exemptions, academics, and organizations that 

advocate on behalf of small businesses. We identified and judgmentally 

selected these attorneys, academics, and organizations based on 

referrals from the American Bar Association and NASAA, testimonies 

before Congress, and evidence of having a view on blue sky laws. Based 

on these interviews, we identified the most frequently identified factors 

affecting the use of Regulation A.
 

Page 4 GAO-12-839 Securities Regulation

We conducted this performance audit from April to July 2012 in 

accordance with generally accepted government auditing standards. 

These standards require that we plan and perform the audit to obtain 

sufficient, appropriate evidence to provide a reasonable basis for our 

findings and conclusions based on our audit objectives. We believe that 

the evidence obtained provides a reasonable basis for our findings and 

conclusions based on our audit objectives.

Businesses can raise capital in the regulated securities markets through 

the public offering of securities, which is an offering of stock to the 

general public. For a small business, this could take the form of a 

registered public offering—an offering and sale of securities to the 

general public. Unless subject to a specific exemption, the Securities Act 

requires a business selling its securities to file a registration statement 

with SEC that includes a prospectus that discloses, among other things, 

the business’s operations, financial condition, security offering, risk 

factors, and management. Businesses that qualify as smaller reporting 

companies under SEC rules can file using disclosure requirements scaled 

for small businesses.6

SEC’s Division of Corporation Finance (Corporation Finance) reviews 

registration statements for compliance with disclosure and accounting 

requirements. Corporation Finance does not evaluate the accuracy of 

disclosure, the merits of any transaction, or determine whether an 

investment is appropriate for any investor. According to SEC, this review 

process is not a guarantee that the disclosure is complete and accurate—

responsibility for complete and accurate disclosure lies with the business 

and others involved in the preparation of a business’s filings. Through the 

course of its review, Corporation Finance may issue comments to a 

company to elicit compliance with applicable disclosure requirements. In 

response to those comments, a business may revise its financial 

statements or amend its disclosure to provide additional information. 

According to SEC, this comment process is designed to provide investors 

The Securities Act requires that information 

provided to investors in connection with the offer or sale of the business’s 

securities include material information necessary to make an investment 

decision.

 

6

A smaller reporting company is generally one whose outstanding publicly held stock was 

worth no more than $75 million at the end of the second quarter of its last fiscal year. 

Background
 

Page 5 GAO-12-839 Securities Regulation

with better disclosure necessary to make informed investment decisions, 

thus enhancing investor protection, facilitating capital formation, and 

enhancing the efficiency of the capital markets. When a business has 

resolved all comments from Corporation Finance on a Securities Act 

registration statement, the business may request that SEC declare the 

registration statement effective so that it can proceed with the transaction.

A business cannot sell its securities until SEC declares the registration 

statement effective.

The Small Business Investment Incentive Act of 1980 requires SEC to 

conduct an annual forum on small business capital formation.7 In 2011, 

SEC held its 30th forum. According to the resulting report on the forum, a 

major purpose of the forum is to provide a platform to highlight perceived 

unnecessary impediments to small business capital formation and 

address whether they can be eliminated or reduced.8 Each forum seeks 

to develop recommendations for government and private action to 

improve the environment for small business capital formation, consistent 

with other public policy goals, including investor protection. The report 

made a number of recommendations, including a few related to 

Regulation A, such as raising the ceiling to $50 million and preempting 

Regulation A offerings from state blue sky law registration requirements.

Regulation A represents an exercise by SEC of its authority under section 

3(b) of the Securities Act to exempt offerings of securities from 

registration if it finds that registration “is not necessary in the public 

interest and for the protection of investors by reason of the small amount 

involved or the limited character of the public offering....”9 SEC has 

previously stated that the primary purpose in adopting Regulation A was 

to provide a simple and relatively inexpensive procedure for small 

business use in raising limited amounts of needed capital.10

 

7

Pub. L. No. 96-477, § 503, 94 Stat. 2275, 2292 (1980), 15 U.S.C. § 80c-1.

A business 

8

Securities and Exchange Commission, “2011 SEC Government-Business Forum on 

Small Business Capital Formation: Final Report” (Washington, D.C.: March 2012).

9

15 U.S.C. § 77c(b).

10GAO, Small Business: Efforts to Facilitate Equity Capital Formation, GAO/GGD-00-190 

(Washington, D.C.: September 2000). 

SEC Forum on Small 

Business Capital 

Formation

Offerings under 

Regulation A
 

Page 6 GAO-12-839 Securities Regulation

that relies on Regulation A must (1) file for SEC staff review an offering 

statement that includes an offering circular and financial statements, and 

(2) provide the offering circular to investors. The offering statement also 

includes a notification and exhibits. The offering circular is expected to 

include, among other things, information on the company; officers, 

directors and key personnel; risk factors; use of proceeds; and plan for 

distributing the securities.

SEC staff review the initial offering statement (for example, to determine if 

it complies with disclosure requirements) and determines if the offering is 

qualified (i.e., cleared by SEC).11 We discuss the review process in more 

detail later in this report. Like securities sold in registered offerings, 

Regulation A securities can be offered publicly and are freely tradable in 

the secondary market. In addition, Regulation A securities can be sold to 

both accredited and nonaccredited investors. Accredited investors 

include, among others, individuals whose net worth is more than $1 

million (not including the value of their primary residence) or whose 

individual income exceeds at least $200,000 for the most recent 2 years 

and certain institutional investors, such as insurance companies, banks, 

and corporations with assets exceeding $5 million.12

Although Regulation A offerings are generally subject to state blue sky 

laws, state exemptions for certain offerings might apply to a Regulation A 

issuer. The Uniform Securities Acts of 1956 and 2002, which form the 

basis for many blue sky laws, provide a series of exemptions from statelevel registration for certain types of securities or transactions.

Conversely, 

nonaccredited investors include any investor that does not meet the 

definition for an accredited investor.

13

 

11According to SEC staff, Corporation Finance may review subsequent offering 

statements by the same business. 

For 

example, one exemption applies to sales to institutional investors, 

federally covered investment advisors, and other purchasers exempted 

by a state rule. Furthermore, the JOBS Act preempts state registration 

requirements for offerings under the new version of Regulation A if the 

12See 17 C.F.R. § 230.501(a).

13For the text of the 1956 Act with amendments through 1986, see 

http://www.nasaa.org/wpcontent/uploads/2011/08/UniformSecuritesAct1956withcomments.pdf. For the 2002 Act, 

with commentary, see http://www.law.upenn.edu/bll/archives/ulc/securities/2002final.pdf. 
 

Page 7 GAO-12-839 Securities Regulation

securities are sold on a national securities exchange or to “qualified 

purchasers” as defined by SEC.14

Regulation D is designed to (1) eliminate any unnecessary restrictions 

that SEC rules place on small business issuers and (2) achieve uniformity 

between state and federal exemptions to facilitate capital formation 

consistent with protecting investors.15 Regulation D contains three 

separate but interrelated exemptive rules—Rules 504, 505, and 506—that 

allow some businesses to offer and sell their securities without having to 

register the securities with SEC.16

• Rule 504 has a maximum offering amount of $1 million in any 12-

month period and generally does not limit the number or type of 

investors.

As the following illustrates, the 

exemptions differ in relation to the size of the offerings to which they 

apply or the number and type of investors to which offerings may be 

made.

• Rule 505 has a maximum offering amount of $5 million in any 12-

month period, and the sales are limited to 35 nonaccredited investors 

and an unlimited number of accredited investors.

• Rule 506 has no dollar limitation and offerings can be sold to up to 35 

nonaccredited, sophisticated investors and an unlimited number of 

accredited investors.17

 

1415 U.S.C. § 77r. According to SEC staff, Regulation A offerings currently are not 

generally sold on national exchanges because current Regulation A may not be used by 

companies with SEC reporting obligations and all companies whose securities are listed 

on national exchanges have SEC reporting obligations. Moreover, the SEC has not yet 

defined a qualified purchaser for the purpose of section 18 of the Securities Act. Therefore 

it is unclear whether or to what extent these preemption provisions will remove new 

Regulation A offerings from blue sky registration requirements.

15GAO/GGD-00-190. 

1617 C.F.R. §§ 230.500-230.508.

17A sophisticated investor is a purchaser that has enough knowledge and experience in 

finance and business matters to evaluate the risks and merits of the prospective 

investment or one that the issuer reasonably believes the purchaser comes within this 

description. 17 C.F.R. § 230.506(b)(2)(ii).

Offerings under 

Regulation D
 

Page 8 GAO-12-839 Securities Regulation

While businesses do not have to register Regulation D offerings with 

SEC, they must notify SEC of initial sales in the offering. SEC does not 

comment on or approve these notifications. Businesses that make 

offerings under Rules 504 or 505 must register them at the state level if 

required in the state in which they are made, while offerings made under 

Rule 506 are preempted from state registration by the National Securities 

Markets Improvement Act of 1996.18

In addition to federal securities laws, state securities laws are designed to 

protect investors against fraudulent sales practices and activities. While 

these laws can vary from state to state, they require securities issuers

(including businesses making small offerings) to register their offerings 

with the state before the offerings can be sold in that state unless state 

registration for the offering has been preempted by federal law or a state 

registration exemption applies. According to state securities 

administrators with whom we met, blue sky laws are beneficial because 

they provide an additional layer of protection for potential investors. 

Moreover, for states that have the statutory authority to assess the merit 

of an offering, the state can assess the extent to which the offering is fair 

to potential investors, and require the business to address the state’s 

concerns before the offering is registered.

The number of Regulation A offerings filed and qualified has declined 

significantly after peaking in fiscal years 1997 and 1998 respectively (see 

fig. 1).

19

 

18Pub. L. No. 104-290, 110 Stat. 3416 (1996). 

The number of initial Regulation A offerings filed increased from 

15 to 116 from 1992 through 1997. Similarly, the number of Regulation A 

offerings qualified increased from 14 to 56 during this same time. These

19During the period we reviewed (fiscal years 1992-2011), businesses filed more initial 

offering statements for review than were qualified. Small businesses can abandon or 

withdraw filings before SEC completes the review process. Also, an offering could be 

submitted to SEC for review in one fiscal year and cleared in a different fiscal year. We 

discuss abandoned or withdrawn offering statements in greater detail later in this report. 

Blue Sky Laws

Regulation A Use Has 

Decreased Since 1997

Trends in Regulation A 

Offerings
 

Page 9 GAO-12-839 Securities Regulation

increases followed SEC’s adoption of rules that raised the ceiling for

Regulation A offerings from $1.5 to $5 million as well as allowing 

Regulation A offerors to “test the waters” by soliciting investor interest in 

the security before incurring preparation costs for the offering statement.

However, since 1997, the number of initial Regulation A offerings filed 

decreased significantly—from 116 in 1997 to 19 in 2011. The number of 

qualified offerings also dropped dramatically after 1998, decreasing from 

57 in 1998 to 1 in 2011. SEC has not evaluated the causes of changes in 

the use of Regulation A. Securities attorneys with whom we met stated 

that the decrease in filings after 1997 could be attributed to a number of 

different factors, including the increased attractiveness of Regulation D.

The National Securities Markets Improvement Act of 1996 preempted 

state registration requirements for certain other categories of securities 

offerings (including Rule 506 of Regulation D)—potentially making these 

other options more attractive to businesses.

Figure 1: Number of Regulation A Offerings Filed and Qualified, Fiscal Years 1992 through 2011

Note: Data on Regulation A offerings filed are based on initial offerings. 

Initial qualified Regulation A offerings have varied in size and purpose 

and represented a wide range of business lines. Specifically, from 2002 

through 2011, the maximum offering amounts for the 82 qualified 

Regulation A offerings ranged from $100,000 to $5 million. Over one-third 
 

Page 10 GAO-12-839 Securities Regulation

of these offerings were for $5 million. According to SEC data, the 

businesses intended to use the proceeds for purpose such as 

capitalization, debt repayment, research and development, and marketing 

and advertising. During this period, different types of businesses filed 

offerings that qualified for exemption under Regulation A—for example, a 

software database service company, industrial design company, senior 

assisted living facility, and financial services company. These businesses 

were either corporations or limited liability corporations that were located 

throughout the United States. In addition, about 24 percent of the 

qualified Regulation A offerings were associated with start-up businesses.

Businesses have used Regulation D exemptions and registered initial 

public offerings to a greater extent than Regulation A in recent years. We 

summarize the trends for these types of offerings and provide comparison 

with Regulation A qualified filings in table 1.

• Regulation D: According to SEC data, there were over 15,500 initial 

Regulation D filings for up to $5 million in fiscal years 2010 and 2011.

In comparison, there were 8 qualified initial Regulation A offerings 

during this period. According to a recent report prepared for SEC, the 

median Regulation D offering was $1 million from January 2009 

through March 2011 and the overwhelming majority of Regulation D 

issuers have been issuing securities under Rule 506.20

• Registered Public Offerings: Businesses may decide to sell their 

securities through a registered public offering rather than seeking a 

Regulation A or another type of exemption—meaning that they must 

complete the registration process under the Securities Act. Data show 

that businesses more frequently opted to conduct a registered public 

offering than seek a Regulation A exemption. From fiscal years 2008 

through 2011, the number of initial registered public offerings ranged 

from 536 to 195 each year, while the number of qualified initial 

Regulation A offerings statements ranged from 1 to 8. SEC staff said 

 

20Vlad Ivanov and Scott Bauguess, “Capital Raising in the U.S.: The Significance of 

Unregistered Offerings Using the Regulation D Exemption,” report prepared for SEC 

Division of Risk Strategy and Financial Innovation (Washington, D.C.: February 2012). 

Rule 506 filings under Regulation D are preempted from state registration by the National 

Securities Markets Improvement Act of 1996. 
 

Page 11 GAO-12-839 Securities Regulation

that some businesses may switch to a registered public offering 

instead of completing the Regulation A filing process.21

Table 1: Number of Qualified Regulation A Offerings and Regulation D and 

Registered Public Offerings Filed for under $5 Million, Fiscal Years 2008 through 

2011

Type of securities offering 2008 2009 2010 2011

Regulation A 8 3 6 1 

Regulation D N/A N/A 7,517 8,194

Registered Public Offerings 536 246 195 312

Source: GAO analysis of SEC data.

Note: Regulation D data are not available for fiscal years 2008 and 2009. Regulation D data include 

notices filed under Rules 504, 505, and 506 but does not include notices for pooled investment funds, 

those claiming only a Section 4(5) exemption, and those reporting an indefinite offering amount. All 

data represent initial offerings. 

SEC’s process for reviewing filings for exemption through Regulation A 

includes multiple steps.22 First, Corporation Finance staff review the 

offering statement, which includes financial statements that have been 

prepared according to generally accepted accounting principles.23

 

21According to SEC staff, businesses may stop the Regulation A filing process for a 

variety of reasons. 

More 

specifically, staff review filings to determine whether disclosures appear 

to be consistent with SEC rules and applicable accounting standards.

Staff can then comment on the offering statement. That is, they may note 

deficiencies with the offering documents or ask for clarifications.

According to SEC staff, deficiencies could include inadequate disclosure 

or incomplete financial statements. The goal of SEC staff is to provide 

comments on Regulation A filings within 27 calendar days of the filing 

date. Businesses are then given the opportunity to provide written 

responses and, if appropriate, amend their filing based on SEC’s 

comments. Depending on the nature of the issue, SEC’s concern, and the 

response from the business, agency staff may issue additional comments 

following their review of the response. This comment and response 

22The Financial Industry Regulatory Authority (FINRA) may review offerings that utilize a 

broker-dealer in the placement of the securities. These offerings must be filed with FINRA 

within one business day of filing with SEC. 

23If a business has audited financial statements they must be used.

Regulation A Filing Is a 

Multi-Step Process That 

Some Businesses Do Not 

Complete
 

Page 12 GAO-12-839 Securities Regulation

process continues until all SEC comments are resolved, at which time 

SEC qualifies the filing.

The time period for SEC to complete its review process can be lengthy 

depending on the quality and completeness of the offering statement, the 

extent of SEC’s comments on the offering statement, and the business’s 

response. According to SEC data, from 2002 through 2011 it took an 

average of 228 days for 82 offering statements to complete the review 

process, starting from the date the Regulation A exemption was filed 

through the date SEC qualified the filing. SEC staff told us that the length 

of the review process depends largely on the quality of the filing initially 

and how quickly and thoroughly the business responds to their 

comments. Because of the amount of time it can take to complete SEC’s 

review process, an issuer whom we interviewed said that they 

concurrently filed their Regulation A offerings with SEC and the 

appropriate state(s).

A business can opt not to continue seeking exemption through Regulation 

A at any point during SEC’s review process. SEC may declare an offering 

statement to be “abandoned” when the business fails to amend the 

offering statement for a lengthy time period and fails to respond to an 

abandonment notice. A filing may be “withdrawn” if the business informs 

SEC that it no longer wants to proceed and requests the offering 

statement be withdrawn and the SEC consents to the withdrawal.24

Between 1992 and May 2012, 214 of the 1,006 Regulation A filings made 

with SEC were abandoned or withdrawn.25 As discussed earlier, SEC 

staff stated that they have received anecdotal information that some 

businesses abandon or withdraw from the Regulation A filing process to 

raise capital through different means, such as the issuance of registered 

public offering.

 

24The conditions governing the withdrawal or abandonment of filings are stated in 

Regulation A. See 17 C.F.R. § 230.259.

25SEC does not track the reasons for which a business abandoned or withdrew from the 

Regulation A filing process.
 

Page 13 GAO-12-839 Securities Regulation

Although states employ a limited number of methods for registering 

securities offerings, specific requirements and processes vary. States 

generally use one of two methods for registering Regulation A 

securities—registration by qualification or registration by coordination.26

• Registration by qualification is similar to a securities registration with 

SEC under the Securities Act. Specifically, the issuer submits required 

documents to the state securities agency, and the offering is subject 

to approval by that agency under the state’s standards.

• Registration by coordination is available to issuers that have 

registered their offerings with SEC.27

While all states conduct disclosure reviews of Regulation A securities 

offerings, most states also conduct merit reviews.

Under this method, issuers file 

copies of their SEC registration statement and any amendments with 

the state agency for review. A registration by coordination usually 

becomes effective at the state level at the time it becomes effective at 

the federal level. Although the content of the filing and the procedure 

by which it becomes effective is streamlined in this process, it is still 

subject to state administrator review.

28

 

26The Uniform Securities Act of 1956 provides for registration by notification, qualification, 

or coordination. Registration by “notification” is reserved for issuers with demonstrated 

performance and financial stability. However, according to NASAA officials, this 

registration method is generally no longer used. 

Disclosure reviews 

follow the federal approach, requiring only full disclosure of all material 

information in offering statements. A merit review is an analysis of the 

offering using substantive standards (for example, the disparity in the 

price paid by promoters for their shares and the price paid by public 

investors). If an offering is considered unfair in certain respects, a state 

securities administrator will issue comments on the substance of the 

offering, and, as in SEC’s review process, the business has an 

opportunity to respond to the state’s comments. According to NASAA, if 

27Regulation A offerings are exempt from federal registration but go through a simplified 

federal process. As a result, they generally are not eligible for registration by coordination. 

Nevertheless, one state we interviewed said that it allowed registration by coordination 

and NASAA officials also told us some states do permit Regulation A offerings to be 

registered by coordination.

28SEC and NASAA do not have up-to-date information on the number of merit review 

states. However, NASAA officials and others with whom we spoke stated that most states 

conduct merit reviews.

States’ Methods of 

Registering 

Regulation A 

Securities Offerings 

Vary
 

Page 14 GAO-12-839 Securities Regulation

the business does not adequately address the state’s concerns, the state 

securities administrator may refuse to declare the registration statement 

effective in that state.

Merit reviews have varying degrees of stringency, with some states 

applying stricter standards than others. For example, according to one of 

the state securities administrators with whom we met, the state’s blue sky 

laws require businesses that seek to offer securities to have a consistent 

record of earnings for the preceding 3 fiscal years. Other states may not 

have the same requirements for records of earnings. According to a state 

securities administrator official from a merit state, that state may require 

proceeds from investors to be placed in escrow until a certain level of 

proceeds is reached. For example, where an offering provides that a 

certain level of securities must be sold before proceeds are released to 

an issuer, the state requires the issuer to place all proceeds from 

investors in that state in an escrow account with a depository in that state 

until the level is reached. The funds cannot be released without 

authorization from the state agency. Although state registration processes 

can improve investor confidence, they can be costly and time-consuming 

for businesses seeking to raise capital according to issuers and securities 

attorneys with whom we met.

Recognizing these potential costs, NASAA has developed and 

encouraged states’ use of methods to make registration of securities, 

including Regulation A offerings, more streamlined for multistate 

offerings. For example, 44 states allow businesses to use a standard form 

(called the SCOR form) to register their security offering. The SCOR form 

was adopted by NASAA in 1996 and is designed to simplify and reduce 

the costs to businesses of registering their securities. SCOR offers a 

simplified question-and-answer registration format and becomes the main 

disclosure document for securities offerings at the state level. Businesses 

that are exempt from federal registration under Regulation A can use the 

SCOR form in those states that accept it.

As another means of streamlining the state registration process, some 

states participate in coordinated review programs—also known as 

regional reviews. A regional review expedites multistate registration, 

thereby potentially saving issuers time and money. Regional reviews are 

available in the New England, Mid-Atlantic, Midwest, Southwestern, 

Southeastern, and Western regions. Each state participating in the 

program agrees to apply uniform standards regarding such matters as the 

time frame for issuing comments and the type of comments to be issued 
 

Page 15 GAO-12-839 Securities Regulation

in reviewing registration applications. According to NASAA, approximately 

37 states participate in regional reviews.

The efficacy of the efforts to streamline the state registration process is 

unknown. According to several of the state securities administrators 

whom we interviewed, they have not participated in regional reviews or 

used SCOR forms for Regulation A filings because there have been so 

few Regulation A filings in their state. Similarly, a researcher and 

securities attorneys with whom we met noted that some of these 

methods, like SCOR, have not been widely used because of the low 

number of Regulation A filings in recent years.

According to officials from NASAA, changes to the states’ registration 

processes and requirements are likely needed to coincide with the new 

exemption for larger offerings under the JOBS Act. NASAA staff stated 

that they recognize that issuers may want to conduct nationwide offerings 

under the larger federal exemption, which increases the need for uniform 

state-level registration requirements for such larger offerings. In 

particular, the increased ceiling amount could encourage smaller 

community banks as well as those businesses that do not want to limit 

themselves to accredited investors or investors in a single state to pursue 

a Regulation A filing. Officials from organizations that work to develop 

capital intensive businesses agreed that in order for small businesses to 

use the Regulation A exemption, the process to register in multiple states 

needed to be more streamlined and entail minimal cost and greater 

efficiency. NASAA plans to work with the states to promote a more 

uniform state-level registration process for larger offerings. In addition, 

NASAA plans to coordinate with SEC on new disclosure forms for larger 

offerings—with the goal of developing a disclosure form that can be used 

at the federal and state level. According to NASAA officials, the time 

frame for making these and other changes is unknown, as the states 

must wait for SEC to issue certain rules under the JOBS Act.

According to the stakeholders with whom we met, multiple factors may 

have influenced small businesses’ decision to use Regulation A. These 

factors included the type of investors businesses sought to attract, the 

process of filing the offering with SEC, state securities laws, and the costeffectiveness of Regulation A relative to other SEC exemptions. Views 

vary on whether use of Regulation A will increase, with some 

stakeholders stating that interest will increase as a result of the $50 

million ceiling, and others stating that the requirement for issuers to 

Multiple Factors May 

Have Affected Use of 

Regulation A and 

Views on Future Use 

Are Mixed
 

Page 16 GAO-12-839 Securities Regulation

register the securities at the state level will continue to deter small 

businesses from using the exemption.

Multiple factors appear to have influenced whether small businesses used 

Regulation A to raise equity capital, according to recent issuers and other 

stakeholders with whom we met. Regulation A has been attractive to 

small businesses because, among other things, they can sell the 

securities to nonaccredited investors. However, other factors, including 

SEC’s process for qualifying Regulation A filings, the requirement for 

Regulation A issuers to comply with blue sky laws, and the benefits 

associated with Regulation D have played a role in limiting the use of 

Regulation A to date.

Small businesses that wanted nonaccredited investors to purchase their 

securities have opted to use Regulation A, according to recent issuers of 

Regulation A securities as well as other stakeholders with whom we met.

One issuer stated that working with investors that supported its social 

mission was important, and that these investors were not necessarily 

accredited. Another issuer stated that the business wanted to sell its 

securities to specific investors with whom it had existing relationships—

which also were not necessarily accredited. In both cases, the issuers 

explained that had they used a different SEC exemption to raise capital, 

such as Regulation D, they would not have been able to sell their 

securities to their desired investors.29 Representatives of one issuer also 

noted that they wanted to offer their securities to the public, and 

Regulation A enabled them to do so. This company offered its securities 

on the internet.30

The process of filing a Regulation A offering with SEC, and working with 

SEC to qualify the filing, can be time-consuming and costly, according to 

 Securities attorneys who have experience in assisting 

small businesses raise equity capital similarly stated that Regulation A 

has been attractive to businesses that desired to make their securities 

available to members of the businesses’ local community.

 

29Rules 505 and 506 of Regulation D permit issuers to sell to only 35 non-accredited 

investors. 

30Prior to the JOBS Act, general solicitation or advertising was not allowed for Regulation 

D offerings. The JOBS Act allows the general solicitation and advertisement of a Rule 

506 offering, as long as all purchasers are accredited investors.

Factors That May Have 

Affected Regulation A Use

Type of Investors Sought

SEC Process for Qualifying 

Regulation A Offerings
 

Page 17 GAO-12-839 Securities Regulation

several stakeholders with whom we met. For example, several 

stakeholders, (including a recent Regulation A issuer, attorneys who

worked with recent issuers, and a small business advocate) described the 

process as detailed and time consuming; two of these stakeholders

described the process as akin to filing a registered public offering. Other 

stakeholders noted that the process of filing a Regulation A offering is 

considered in the industry to be a “mini-registration.” Stakeholders also 

noted that because the process of receiving and addressing comments 

from SEC could entail multiple rounds that involved attorneys and 

accountants, it could be costly to the small businesses involved. Two of 

the Regulation A issuers with whom we met stated that SEC required 

them to address comments related to their financial statements, and that 

such comments required the issuers to work with their accountants to 

clarify accounting-related information, which was costly. According to 

SEC, its process of qualifying Regulation A offerings is designed to 

protect investors. SEC staff stated that in some cases the businesses that 

were seeking exemption through Regulation A did not fully address SEC’s 

comments and requests for clarification, which resulted in additional 

comment letters as well as informal communication.

Identifying and addressing the securities registration requirements of 

individual states is both costly and time-consuming for small businesses, 

according to research, an advocate for small businesses, and securities 

attorneys with whom we met. For example, one academic who has 

researched and written extensively about blue sky laws believes that they 

impose significant costs on small businesses and impair capital 

formation.31 According to this researcher, the costs to issuers of 

addressing blue sky laws have been a significant factor in the historic 

underuse of Regulation A by small businesses.32

 

31Rutheford B. Campbell, Jr., “Blue Sky Laws and the Recent Congressional Preemption 

Failure,” 22 Journal of Corporation Law (Winter 1997).

An advocate for small 

businesses as well as securities attorneys with whom we met agreed with 

this assessment. An organization that advocates for small businesses 

noted that small businesses have limited resources; thus, the legal 

expenses associated with researching and complying with state securities 

laws can be a significant burden. Securities attorneys who have 

experience in assisting small businesses with obtaining the Regulation A 

32Rutheford B. Campbell, Jr., “Regulation A: Small Businesses’ Search for ‘Moderate 

Capital,’” 31, no. 1 Delaware Journal of Corporate Law (2006).

Complying with State 

Securities Registration 

Requirements 
 

Page 18 GAO-12-839 Securities Regulation

exemption noted that their legal fees were relatively high due to the need 

to research individual state’s blue sky laws. For example, one attorney 

who works with start-up technology firms stated that his fees associated 

with Regulation A were high because of the need to research state laws, 

prepare offering documents for individual states, and address comments 

both from SEC and some states.

Some states’ securities registration requirements deterred small 

businesses from registering in those states. For example, a 

representative of one of the Regulation A issuers with whom we met 

stated that the issuer was deterred from registering in a specific state 

because of the state’s requirement for issuers to have a consistent record 

of earnings for the preceding three fiscal years. He stated that because 

the business was relatively new and had not yet become profitable—

particularly during the recent financial crisis—it could not meet this 

requirement. According to the securities administrator for this state, the 

state’s securities laws are intended to help ensure fair, just, and equitable 

offerings for investors, but other means exist to meet the state’s 

requirements. As another example, one issuer opted to withdraw its 

application from a state that provided extensive comments on the 

business’s offering. According to an official from this state’s securities 

administrator, small businesses withdraw from the process of registering 

with the state, likely to avoid having to address the state’s comments.

Merit review states are viewed by some stakeholders as presenting 

greater challenges for small businesses that want to register Regulation A 

securities. As previously discussed, states assess the fairness of 

offerings in merit reviews and require businesses to address their 

comments before securities can be registered. For example, we met with 

securities attorneys who had experience obtaining Regulation A 

exemptions for small businesses. Some of the attorneys stated that they 

advised their clients to avoid registering in merit states. The legal counsel 

for one recent Regulation A issuer noted that after researching merit 

review states and contacting the securities administrator for one of these 

states, it became evident that the review processes in such states would 

be time-consuming and burdensome to address. The counsel advised, 

and the issuer agreed, to avoid attempting to register in any merit states. 

As noted earlier, according to NASAA officials, most states perform merit 

reviews. Issuers with whom we met stated that they registered in 3 to 11 

states.

Another SEC exemption—Rule 506 of Regulation D—historically has 

been preferable to Regulation A because of its time and cost benefits and 

Advantages of Exemptions 

under Regulation D
 

Page 19 GAO-12-839 Securities Regulation

lack of offering ceiling, according to an organization that advocates on 

behalf of small businesses and securities attorneys with experience in 

working with small businesses to raise equity capital. For example, one 

small business advocate stated that a small business has little reason to 

use Regulation A, particularly if it can use Rule 506 of Regulation D, 

which preempts blue sky laws. That is, a business that uses Rule 506 of 

Regulation D can raise equity capital without having to register the 

security in individual states, saving the business both time and money. 

Securities attorneys with whom we met agreed that Rule 506 of 

Regulation D is a preferable method of raising capital for small 

businesses because it is more cost-effective. As an example, one 

attorney noted that technology firms have been more inclined to use Rule 

506 of Regulation D over Regulation A because the legal costs were 

lower, and such offerings could be made more quickly. For the technology 

industry, there are risks associated with time; thus, these firms want to 

obtain capital quickly. SEC staff stated that for Regulation D, businesses 

are required to notify SEC of the offerings, and that SEC does not 

generally provide comments on the notifications.33

According to stakeholders whom we interviewed, Rule 506 of Regulation 

D also has been viewed as preferable to Regulation A because it did not 

have a maximum offer ceiling. Staff from some of the state securities 

administrator’s offices with whom we met stated that use of Regulation 

A’s had been low because the maximum offering amount was too small, 

and Regulation A was not as cost-effective as other financing 

mechanisms. Some securities attorneys with whom we met similarly 

described the Regulation A ceiling as too low, and stated that Rule 506 of 

Regulation D was very attractive in comparison. Securities attorneys also 

noted that the legal costs associated with Regulation A offerings were 

greater than those associated with Regulation D offerings. In addition, we 

previously reported that one of the reasons given for the limited use of 

Regulation A was that it was rare for an issuer to attract an underwriter for 

Securities attorneys, 

staff from the offices of some state securities administrators, and other

stakeholders with whom we met noted that Regulation D in general is 

preferable to Regulation A because the process of filing the required 

information with SEC is quicker and less burdensome.

 

33SEC requires companies to file a notice of an exempt offering with SEC within 15 days 

after the first sale of securities in the offering.
 

Page 20 GAO-12-839 Securities Regulation

an offering under $5 million.34 An advocate for small businesses and 

securities attorneys with whom we met agreed that offerings of $5 million 

or less were viewed unfavorably by underwriters because they were too 

small in size to be profitable.

The number of small business that seek exemption through Regulation A 

may increase as a result of the JOBS Act’s requirement for SEC to 

increase the maximum offering amount to $50 million, according to staff 

from some state securities administrators’ offices, a small business 

advocate, and securities attorneys whom we interviewed. A small 

business advocate with whom we met stated the higher ceiling increase 

could attract those businesses for which the $5 million ceiling was too 

low. Moreover, this advocate noted that some small businesses may want 

to enter the securities market but are not yet prepared to register an 

offering with SEC; thus, Regulation A would be a good way for them to 

enter the market. The higher ceiling also could increase underwriters’ 

interest in Regulation A, according to some stakeholders we interviewed.

While investment banks are not interested in $5 million offerings, they are 

more likely to be interested in offerings that are closer to $50 million, 

according to some stakeholders.

Under the JOBS Act, future Regulation A offerings generally remain 

subject to state blue sky laws, which may deter future use by small 

businesses. As previously discussed, addressing and complying with 

securities registration requirements of states can be costly and timeconsuming, according to several stakeholders with whom we met. Recent 

Regulation A issuers, a small businesses advocate, and securities 

attorneys we interviewed stated that researching individual state laws and 

registering with multiple states significantly increased the legal and 

accounting costs associated with Regulation A offerings. As a result, even 

with the increased attractiveness of the $50 million ceiling, blue sky 

requirements may still dampen small business’ interest in Regulation A.

However, some stakeholders also noted that with the increased ceiling, a 

Regulation A offering’s transaction costs (attorney fees and accounting 

costs) will represent a smaller proportion of the overall offering costs.

 

34GAO/GGD-00-190. An underwriter is a brokerage firm, securities dealer, or investment 

banking firm that sells company securities to investors, other brokerage firms, securities 

dealers, and investment banking firms.

Views on Future Growth of 

Regulation A Filings Were 

Mixed
 

Page 21 GAO-12-839 Securities Regulation

In addition, Rule 506 of Regulation D may continue to be preferable to 

Regulation A, according to securities attorneys, staff from some of the 

state securities administrator’s offices, and another stakeholder whom we 

interviewed. Most notably, businesses that use Rule 506 of Regulation D 

do not to have to have the offering qualified by SEC or register in 

individual states, and can raise unlimited amounts of capital. Furthermore, 

the JOBS Act contains provisions that will allow issuers to make general 

solicitations and advertise offerings made under Rule 506 exclusively to 

accredited investors, which may further add to the appeal of Regulation D 

offerings.35

We provided a draft of this report to SEC and NASAA for their review and 

comment. Both provided technical comments, which we incorporated as 

appropriate. NASAA also provided written comments, which are reprinted 

in appendix I. In its letter, NASAA concurred with our finding that multiple 

factors have affected use of Regulation A, and suggested that the primary 

reason for its limited use is the “mini-public offering” process that 

businesses must complete. Stakeholders with whom we met did not 

consistently cite any single factor as the primary reason for the limited 

use of Regulation A. As noted in the report, NASAA stated that it will be 

working to develop model state registration requirements for the larger 

Regulation A offerings allowed under the JOBS Act, and NASAA 

suggested that further changes to federal securities laws, particularly 

Regulation A, should be withheld until states implement a new system to 

address the JOBS Act's changes. In considering any changes, NASAA 

stressed the importance of balancing the needs of investors with the 

needs of businesses seeking to raise capital.

We are sending copies of this report to the Chairman of the Securities 

and Exchange Commission, the appropriate congressional committees, 

and other interested parties. In addition, the report will be available at no 

charge on GAO’s website at http://www.gao.gov. 

 

35Pub. L. No. 112-106, § 201, 126 Stat. 313, 15 U.S.C. § 77d note. General solicitations 

refer to any form of public solicitation or general advertising in connection with an offering.

Agency Comments
 

Page 22 GAO-12-839 Securities Regulation

If you or your staffs have any questions about this report, please contact 

me at (202) 512-8678 or clowersa@gao.gov. Contact points for our 

Offices of Congressional Relations and Public Affairs may be found on 

the last page of this report. GAO staff who made major contributions to 

this report are listed in appendix II. 

A. Nicole Clowers

Director, Financial Markets

 and Community Investment
Appendix I: Comments from the North 

American Securities Administrators 

Association 

Page 23 GAO-12-839 Securities Regulation

Appendix I: Comments from the North 

American Securities Administrators 

Association 
Appendix I: Comments from the North 

American Securities Administrators 

Association 

Page 24 GAO-12-839 Securities Regulation
Appendix II: GAO Contact and Staff 

Acknowledgments

Page 25 GAO-12-839 Securities Regulation

A. Nicole Clowers, (202) 512-8678 or clowersa@gao.gov

In addition to the individual named above Andrew Pauline, Assistant 

Director, Elizabeth Jimenez, Wati Kadzai, Marc Molino, Lisa Moore, 

Barbara Roesmann, and Henry Wray made major contributions to this 

report.

Appendix II: GAO Contact and Staff 

Acknowledgments 

GAO Contact

Staff 

Acknowledgments

(250675)
The Government Accountability Office, the audit, evaluation, and 

investigative arm of Congress, exists to support Congress in meeting its 

constitutional responsibilities and to help improve the performance and 

accountability of the federal government for the American people. GAO 

examines the use of public funds; evaluates federal programs and 

policies; and provides analyses, recommendations, and other assistance 

to help Congress make informed oversight, policy, and funding decisions. 

GAO’s commitment to good government is reflected in its core values of 

accountability, integrity, and reliability.

The fastest and easiest way to obtain copies of GAO documents at no 

cost is through GAO’s website (www.gao.gov). Each weekday afternoon, 

GAO posts on its website newly released reports, testimony, and 

correspondence. To have GAO e-mail you a list of newly posted products, 

go to www.gao.gov and select “E-mail Updates.”

The price of each GAO publication reflects GAO’s actual cost of 

production and distribution and depends on the number of pages in the 

publication and whether the publication is printed in color or black and 

white. Pricing and ordering information is posted on GAO’s website, 

http://www.gao.gov/ordering.htm. 

Place orders by calling (202) 512-6000, toll free (866) 801-7077, or 

TDD (202) 512-2537. 

Orders may be paid for using American Express, Discover Card, 

MasterCard, Visa, check, or money order. Call for additional information.

Connect with GAO on Facebook, Flickr, Twitter, and YouTube. 

Subscribe to our RSS Feeds or E-mail Updates. Listen to our Podcasts. 

Visit GAO on the web at www.gao.gov. 

Contact:

Website: www.gao.gov/fraudnet/fraudnet.htm

E-mail: fraudnet@gao.gov

Automated answering system: (800) 424-5454 or (202) 512-7470

Katherine Siggerud, Managing Director, siggerudk@gao.gov, (202) 512-

4400, U.S. Government Accountability Office, 441 G Street NW, Room 

7125, Washington, DC 20548

Chuck Young, Managing Director, youngc1@gao.gov, (202) 512-4800

U.S. Government Accountability Office, 441 G Street NW, Room 7149 

Washington, DC 20548

GAO’s Mission

Obtaining Copies of 

GAO Reports and 

Testimony

Order by Phone

Connect with GAO

To Report Fraud, 

Waste, and Abuse in 

Federal Programs

Congressional 

Relations

Public Affairs

Please Print on Recycled Paper.