**EXHIBIT 99.1**

 

**AXCESSINTERNATIONAL, INC.**

**AUDITCOMMITTEE CHARTER**

 

**Organization**

 

Thischarter governs the operations of the audit committee. The committee shallreview and reassess the charter at least annually and obtain the approval ofthe board of directors. The committee shall be appointed by the board ofdirectors and shall comprise at least three directors, each of whom areindependent of management and the Company. Members of the committee shall beconsidered independent if they have no relationship that may interfere with theexercise of their independence from management and the Company. All committeemembers shall be financially literate, [or shall become financially literatewithin a reasonable period of time after appointment to the committee,] and atleast one member shall have accounting or related financial managementexpertise.

 

**Statement ofPolicy**

 

Theaudit committee shall provide assistance to the board of directors infulfilling their oversight responsibility to the shareholders, potential shareholders,the investment community, and others relating to the Company’s financialstatements and the financial reporting process, the systems of internalaccounting and financial controls, the internal audit function, the annualindependent audit of the Company’s financial statements, and the legalcompliance and ethics programs as established by management and the board. Inso doing, it is the responsibility of the committee to maintain free and opencommunication between the committee, independent auditors, the internalauditors and management of the Company. In discharging its oversight role, thecommittee is empowered to investigate any matter brought to its attention withfull access to all books, records, facilities, and personnel of the Company andthe power to retain outside counsel, or other experts for this purpose.

 

**Responsibilitiesand Processes**

 

Theprimary responsibility of the audit committee is to oversee the Company’sfinancial reporting process on behalf of the board and report the results oftheir activities to the board. Management is responsible for preparing theCompany’s financial statements, and the independent auditors are responsiblefor auditing those financial statements. The committee in carrying out itsresponsibilities believes its policies and procedures should remain flexible,in order to best react to changing conditions and circumstances. The committeeshould take the appropriate actions to set the overall corporate “tone” forquality financial reporting, sound business risk practices, and ethicalbehavior.

 

Thefollowing shall be the principal recurring processes of the audit committee incarrying out its oversight responsibilities. The processes are set forth as aguide with the understanding that the committee may supplement them asappropriate.

 

·                  The committee shall have a clear understanding with management and theindependent auditors that the independent auditors are ultimately accountableto the board and the audit committee, as representatives of the Company’sshareholders. The committee shall have the ultimate authority andresponsibility to evaluate and, where appropriate, recommend the replacement ofthe independent auditors. The committee shall discuss with the auditors theirindependence from management and the Company and the matters included in thewritten disclosures required by the Independence Standards Board. Annually, thecommittee shall review and recommend to the board the selection of the Company’sindependent auditors, subject to shareholders’ approval.

 

·                  The committee shall discuss with the internal auditors and theindependent auditors the overall scope and plans for their respective auditsincluding the adequacy of staffing and compensation. Also, the committee shalldiscuss with management, the internal auditors, and the independent auditorsthe adequacy and effectiveness of the accounting and financial controls,including the Company’s system to monitor and manage business risk, and legaland ethical compliance programs. Further, the committee shall meet separatelywith the internal auditors and the independent auditors, with and withoutmanagement present, to discuss the results of their examinations.

 

·                  The committee shall review the interim financial statements withmanagement and the independent auditors prior to the filing of the Company’sQuarterly Report on Form 10-Q. Also, the committee shall discuss theresults of the quarterly review and any other matters required to becommunicated to the committee by the independent auditors under generallyaccepted auditing 

 

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standards. The chair of the committee mayrepresent the entire committee for the purposes of this review.

 

·                  The committee shallreview with management and the independent auditors the financial statements tobe included in the Company’s Annual Report on Form 10-K (or the annualreport to shareholders if distributed prior to the filing of Form 10-K),including their judgment about the quality, not just acceptability, ofaccounting principles, the reasonableness of significant judgments, and theclarity of the disclosures in the financial statements. Also, the committeeshall discuss the results of the annual audit and any other matters required tobe communicated to the committee by the independent auditors under generallyaccepted auditing standards.

 

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