**Exhibit 99.1**

 

**JASMINE’S GARDENAUDIT COMMITTEE CHARTER**

**Purposes**

 

Thepurposes of the Audit Committee (the “Committee”) of the Board of Directors(the “Board”) of Jasmine’s Garden (the “Company”) are to: (a) assist the Boardin fulfilling its oversight responsibilities with respect to: (i) the integrityof the Company’s financial statements, (ii) the Company’s compliance with legaland regulatory requirements, (iii) the independent auditors’ qualifications andindependence, and (iv) the performance of the independent auditors and theCompany’s internal audit function; and (b) prepare the Committee’s report forinclusion in the Company’s proxy statement for the annual meeting ofstockholders in accordance with applicable rules and regulations.

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**Composition**

 

TheCommittee will be composed of three or more directors as determined by theBoard.  Each Committee member must be“independent” as defined by: (a) the rules of the primary trading market orsecurities exchange on which the Company’s securities are traded (the “RelevantStock Market”), as such requirements are interpreted by the Board of Directorsin its business judgment, and (b) Section 301 of the Sarbanes-Oxley Act of 2002and the rules and listing requirements promulgated thereunder by the Securitiesand Exchange Commission (“SEC”) and the Relevant Stock Market.  Each Committee member must also befinancially literate, and at least one Committee member must have expertisesufficient to qualify as an audit committee financial expert within the meaningof Section 407 of the Sarbanes-Oxley Act of 2002 and applicable rules andregulations.  The Board will determine,in its business judgment, whether a member is financially literate and whetherat least one member qualifies as an audit committee financial expert.  The Board will appoint each Committee memberand will designate one of the members as Chairperson of the Committee.  Each Committee member will serve at thepleasure of the Board for such term as the Board may decide or until suchCommittee member is no longer a Board member.

 

**Duties and Responsibilities**

 

TheCommittee is responsible for overseeing the Company’s financial reportingprocess on behalf of the Board. Management is responsible for the preparation, presentation, andintegrity of the Company’s financial statements and for the appropriateness ofthe accounting and reporting policies that are used by the Company.  The independent auditors are responsible forauditing the Company’s financial statements and for reviewing the Company’sinterim financial statements.  TheCommittee is responsible for overseeing the work of the Company’s independentauditors (including resolution of disagreements between management and theauditor regarding financial reporting) for the purpose of preparing or issuing anaudit report or related work or performing other audit, review or attestservices for the Company.

 

Theduties and responsibilities of the Committee will include the following:

 

1.*              ****Retentionof Independent Auditors****.*  The Committee has the sole authority to: (a)retain and terminate the Company’s independent auditors, (b) approve all auditengagement fees, terms and services, and (c) approve any non-audit engagementswith the independent auditors.  TheCommittee will exercise this authority in a manner consistent with Sections201, 202 and 301 of the Sarbanes-Oxley Act of 2002 and applicable rules andlisting standards.  The Committee maydelegate the authority to grant any pre-approvals required by such sections toone or more members of the Committee as it designates, provided that any suchpre-approvals are reported to the Committee at its next scheduled meeting.

 

2.               ***QualityControl of Auditor****.*  At least annually, the Committee willobtain, review and discuss a report by the independent auditors describing: (a)the firm’s internal quality control procedures, (b) any material issues raisedby the most recent internal review or peer review of the firm, or by anyinquiry

 

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orinvestigation by any governmental or professional authority, within thepreceding five years, regarding any independent audit carried out by the firm,and (c) any steps taken to deal with any such issues.

 

*3.**             ****AuditorIndependence****.*  In connection with the retention of theCompany’s independent auditors, the Committee will, at least annually, reviewand discuss the information provided by management and the auditor relating tothe independence of the firm, including, among other things, informationrelated to the non-audit services provided and expected to be provided by thefirm to the Company.  The Committeewill: (a) ensure that the independent auditors submit at least annually to theCommittee a formal written statement delineating all relationships between thefirm and the Company consistent with applicable independence standards, (b)actively engage in a dialogue with the auditor regarding any disclosedrelationship or services that may impact the objectivity and independence ofthe auditor, and (c) take appropriate action in response to the auditor’sreport to satisfy itself of the firm’s independence.  In connection with its evaluation of the auditor’s independence,the Committee will also review and evaluate the lead audit partner and takesuch steps as may be required by law regarding the regular rotation of the leadaudit partner and the reviewing audit partner of the independent auditors.

 

4.               ***Audit Planand Conduct****.*  The Committee will review and discuss withthe independent auditors the plans for, and scope of, the annual audit andother examinations.  The Committee willalso review and discuss with the independent auditors the matters required tobe discussed by Statement on Auditing Standards No. 61 relating to the conductof the audit, as well as any audit problems or difficulties and management’sresponse, including any restriction on audit scope or on access to requestedinformation, any disagreements with management, and significant issuesdiscussed with the independent auditors’ national office.  The Committee will decide all unresolveddisagreements between management and the independent auditors regardingfinancial reporting.

 

5.               ***FinancialStatements and Disclosures****.*The Committee will review and discuss with appropriate officers of the Companyand the independent auditors the annual audited and quarterly financial statementsof the Company, including the Company’s disclosures under “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” andthe disclosures regarding internal controls and other matters required to bereported to the Committee by Section 302 of the Sarbanes-Oxley Act of 2002 andapplicable rules and regulations.

 

6.               ***EarningsPress Releases****.*  The Committee will review and discuss withmembers of management and the independent auditors the Company’s quarterlyearnings releases (including any use of “pro forma” or “adjusted” non-GAAPinformation), as well as the Company’s guidance concerning its future financialperformance, prior to public release.

 

7.               ***Systems ofInternal Accounting Controls****.*  The Committee will review and discuss withthe independent auditors, the senior internal auditing executive, the GeneralCounsel and, to the extent deemed appropriate by the Committee Chair, membersof their respective staffs the adequacy of the Company’s internal accountingcontrols, the Company’s financial, auditing and accounting organizations andpersonnel, and the Company’s policies and compliance procedures with respect tobusiness practices, which include the disclosures regarding internal controlsand matters required to be reported to the Committee by Section 302 of theSarbanes-Oxley Act of 2002 and applicable rules and regulations.

 

8.               ***IndependentAudit Results****.*  The Committee will review and discuss withthe independent auditors: (a) the annual audit report, or proposed annual auditreport, (b) the accompanying management letter, (c) the reports of reviews ofthe Company’s interim financial statements conducted in accordance withStatement on Auditing Standards No. 71, and (d) the reports of the results ofsuch other examinations outside the course of the independent auditors’ normalaudit procedures that may be undertaken from time to time.  The foregoing will include the reportsrequired by Section 204 of the Sarbanes-Oxley Act of 2002 and, as appropriate,a review of (1) major issues regarding accounting principles and

 

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financialstatement presentations (including any significant changes in the Company’sselection or application of accounting principles), the adequacy of the Company’sinternal controls, and any special audit steps adopted in light of materialcontrol deficiencies, (2) analyses prepared by management and/or theindependent auditors setting forth significant financial reporting issues andjudgments made in connection with the preparation of the financial statements,and (3) the effect of regulatory and accounting initiatives (includingoff-balance sheet structures) on the financial statements of the Company.

 

9.               ***Assurancesunder Section 10A(b) of the Exchange Act****.*  TheCommittee will obtain assurance from the independent auditors that, in thecourse of conducting the audit, there have been no acts detected or that haveotherwise come to such firm’s attention that require disclosure to theCommittee under Section 10A(b) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”).

 

10.         ***InternalAudit Plans and Reports****.* The Committee will review and discuss withthe senior internal auditing executive and appropriate staff members of theinternal auditing department: (a) the plans for, and scope of, their ongoingaudit activities, and (b) the annual report of the audit activities,examinations and results thereof of the internal auditing department.

 

11.         ***Conformitywith Legal Requirements and the Company’s Code of Corporate Conduct****.*  TheCommittee will periodically obtain reports from management, the Company’ssenior internal auditing executive and the independent auditors that theCompany and its affiliated entities are in conformity with applicable legalrequirements and the Company’s Code of Corporate Conduct.  The Committee will also review and approveall related party transactions.  TheCommittee will advise the Board with respect to the Company’s policies andprocedures regarding compliance with applicable laws and regulations and withthe Company’s Code of Corporate Conduct.

 

12.         ***Proceduresfor Complaints Regarding Financial Statements or Accounting Policies****.*  TheCommittee will establish procedures for: (a) the receipt, retention, andtreatment of complaints received by the Company regarding accounting, internalaccounting controls, or auditing matters; and (b) the confidential, anonymoussubmission by Company employees of concerns regarding questionable accountingor auditing matters as required by Section 301 of the Sarbanes-Oxley Act of2002 and applicable rules and listing requirements.  The Committee will discuss with management and the independentauditors any correspondence with regulators or governmental agencies and anycomplaints or concerns regarding the Company’s financial statements oraccounting policies brought to the Committee’s attention pursuant to theprocedures described in the preceding sentence.

 

13.         ***OtherMatters****.* The Committee willdiscuss with the Company’s General Counsel legal matters that may have amaterial impact on the financial statements or the Company’s compliancepolicies.  The Committee will review anddiscuss such other matters that relate to the accounting, auditing andfinancial reporting practices and procedures of the Company as the Committeemay, in its own discretion, deem desirable in connection with the functionsdescribed above.

 

14.         ***BoardReports****.*  The Committee will keep regular minutes ofits proceedings and report its activities regularly to the Board in such mannerand at such times as the Committee and the Board deem appropriate.  Such report shall include the Committee’sconclusions with respect to its evaluation of the independent auditors and itsrecommendation to the Board on the inclusion of the Company’s audited financialstatements in the Company’s annual report on Form 10-K.

 

15.         ***AuditCommittee Report****.*  The Committee will prepare, with theassistance of management, the independent auditors and outside legal counsel, areport for inclusion in the Company’s proxy statement relating to the Company’sannual meeting of stockholders.

 

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16.         ***Genera****l.*  TheCommittee will perform its duties and responsibilities in accordance with theCompany’s certificate of incorporation and by-laws, any delegated authorityfrom the Board, and applicable laws, rules and regulations.

 

**Meetings**

 

The Committee will meet in person or telephonically at least quarterlyor more frequently as necessary to carry out its responsibilities under thisCharter.  The Committee Chair will, inconsultation with the other members of the Committee, the Company’s independentauditors and the appropriate officers of the Company, call, establish theagenda for, and supervise the conduct of, each Committee meeting.  The Committee may also take any actionpermitted under this Charter by unanimous written consent.  A majority of the number of Committeemembers selected by the Board will constitute a quorum for conducting businessat a Committee meeting.  The act of amajority of Committee members present at a Committee meeting at which a quorumis in attendance will be the act of the Committee, unless a greater number isrequired by law or the Company’s certificate of incorporation or by-laws.

 

TheCommittee may request any officer or employee of the Company, or anyrepresentative of the Company’s outside legal counsel or independent auditors,to attend a meeting or to meet with any members of, or advisors to, theCommittee.  The Committee will meet withthe Company’s management, the internal auditors and the independent auditorsperiodically in separate, private sessions to discuss any matter that theCommittee, management, the independent auditors or such other persons believeshould be discussed privately.

 

**Resources and Authority**

 

TheCommittee will have appropriate resources and authority to discharge itsresponsibilities as required by law, including the authority to engageindependent counsel and other advisors, as the Committee deems necessary tocarry out its duties.  The Committee mayalso, to the extent it deems necessary or appropriate, meet with the Company’sinvestment bankers or financial analysts who follow the Company.  The Company will provide for appropriatefunding, as determined by the Committee, for payment of compensation: (a) tothe Company’s independent auditors engaged for the purpose of rendering orissuing an audit report or related work or performing other audit, review orattest services for the Company, and (b) to any advisors retained by theCommittee to assist it in carrying out its responsibilities.

 

Atleast annually, the Committee will: (i) review this Charter with the Board andrecommend any changes to the Board, and (ii) evaluate its own performanceagainst the requirements of this Charter and report the results of thisevaluation to the Board. The Committee will conduct its review and evaluationin such manner as it deems appropriate.

 

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