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The purpose of this article is to explicate two spectrums problems in the restructuring of U.S.GAAP under the Sabanes-Oxley Act of 2002. First, should the setting accounting standards be taken over by the private or public sector? The SEC has determined that the FASB is the only designated standard setter in the United States. Second, how should the current GAAP hierarchy be reorganized? The SEC Study (2006) suggests that the various levels of the GAAP hierarchy be eliminated and that the GAAP lacked a consistent and logical structure. In 2004, the FASB has undertaken a significant project to develop a comprehensive, integrated Codification of existing accounting literature. The Codification is intended to become an easily retrievable single source of U.S. GAAP. In June 2009, the Codification becomes the source of authoritative U.S. GAAP recognized by the FASB