Exhibit 99.1

 

DELTRON, INC.CHARTER - AUDIT COMMITTEE

Committee Role

The committee's role is to act on behalf of the board of directors andoversee all material aspects of the company's reporting, control, and auditfunctions, except those specifically related to the responsibilities of anotherstanding committee of the board. The audit committee's role includes aparticular focus on the qualitative aspects of financial reporting toshareholders and on company processes for the management of business/financialrisk and for compliance with significant applicable legal, ethical, andregulatory requirements.

In addition, the committee responsible for: (1) selection and oversight ofour independent accountant; (2) establishing procedures for the receipt,retention and treatment of complaints regarding accounting, internal controlsand auditing matters; (3) establishing procedures for the confidential,anonymous submission by our employees of concerns regarding accounting andauditing matters; (4) establishing internal financial controls; (5) engagingoutside advisors; and, (6) funding for the outside auditor and any outsideadvisors engagement by the audit committee. 

The role also includes coordination with other board committees andmaintenance of strong, positive working relationships with management, externaland internal auditors, counsel, and other committee advisors.

Committee Membership

The committee shall consist of the entire board directors. The committeeshall have access to its own counsel and other advisors at the committee's solediscretion.

Committee Operating Principles

The committee shall fulfill its responsibilities within the context of thefollowing overriding principles:

| (1) | Communications - The chairperson and others on    the committee shall, to the extent appropriate, have contact throughout the    year with senior management, other committee chairpersons, and other key    committee advisors, external and internal auditors, etc., as applicable, to    strengthen the committee's knowledge of relevant current and prospective    business issues. |
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| (2)    | Committee Education/Orientation - The    committee, with management, shall develop and participate in a process for    review of important financial and operating topics that present potential    significant risk to the company. Additionally, individual committee members    are encouraged to participate in relevant and appropriate self-study    education to assure understanding of the business and environment in which    the company operates.                                                                                                                                                                                                                                                                        |
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| (3)    | Annual Plan - The committee, with input from    management and other key committee advisors, shall develop an annual plan    responsive to the "primary committee responsibilities" detailed herein. The    annual plan shall be reviewed and approved by the full board.                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| (4)    | Meeting Agenda - Committee meeting agendas    shall be the responsibility of the committee chairperson, with input from    committee members. It is expected that the chairperson would also ask for    management and key committee advisors, and perhaps others, to participate in    this process.                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| (5)    | Committee Expectations and Information Needs -    The committee shall communicate committee expectations and the nature,    timing, and extent of committee information needs to management, internal    audit, and external parties, including external auditors. Written materials.    including key performance indicators and measures related to key business    and financial risks, shall be received from management, auditors, and others    at least one week in advance of meeting dates. Meeting conduct will assume    board members have reviewed written materials in sufficient depth to    participate in committee/board dialogue.                                                                                  |
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| (6)    | External Resources -The committee shall be    authorized to access internal and external resources, as the committee    requires, to carry out its responsibilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| (7)    | Committee Meeting Attendees - The committee    shall request members of management, counsel, internal audit, and external    auditors, as applicable, to participate in committee meetings, as necessary,    to carry out the committee responsibilities. Periodically and at least    annually, the committee shall meet in private session with only the    committee members. It shall be understood that either internal or external    auditors, or counsel, may, at any time, request a meeting with the audit    committee or committee chairperson with or without management attendance. In    any case, the committee shall meet in executive session separately with    internal and external auditors, at least annually. |
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| (8)    | Reporting to the Board of Directors - The    committee, through the committee chairperson, shall report periodically, as    deemed necessary, but at least semi-annually, to the full board. In    addition, summarized minutes from committee meetings, separately identifying    monitoring activities from approvals, shall be available to each board    member at least one week prior to the subsequent board of directors meeting.                                                                                                                                                                                                                                                                                             |

 

 

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| (9) | Committee Self Assessment - The committee shall    review, discuss, and assess its own performance as well as the committee    role and responsibilities, seeking input from senior management, the full    board, and others. Changes in role and/or responsibilities, if any, shall be    recommended to the full board for approval. |
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Meeting Frequency

The committee shall meet at least three times quarterly. Additional meetingsshall be scheduled as considered necessary by the committee or chairperson,

Reporting to Shareholders

The committee shall make available to shareholders a summary report on thescope of its activities. This may be identical to the report that appears in thecompany's annual report.

Committee's Relationship with External and Internal Auditors

| (1)    | The external auditors, in their capacity as    independent public accountants, shall be responsible to the board of    directors and the audit committee as representatives of the shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| (2)    | As the external auditors review financial    reports, they will be reporting to the audit committee. They shall report    all relevant issues to the committee responsive to agreed-on committee    expectations. In executing its oversight role, the board or committee should    review the work of external auditors.                                                                                                                                                                                                                                                                                                                                                                                                    |
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| (3)    | The committee shall annually review the    performance (effectiveness, objectivity, and independence) of the external    and internal auditors. The committee shall ensure receipt of a formal    written statement from the external auditors consistent with standards set    by the Independent Standards Board and the Securities and Exchange    Commission. Additionally, the committee shall discuss with the auditor    relationships or services that may affect auditor objectivity or    independence. If the committee is not satisfied with the auditors'    assurances of independence, it shall take or recommend to the full board    appropriate action to ensure the independence of the external auditor. |
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| (4)    | The internal audit function shall be    responsible to the board of directors through the committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| (5)    | If either the internal or the external auditors    identify significant issues relative to the overall board responsibility    that have been communicated to management but, in their judgment, have not    been adequately addressed, they should communicate these issues to the    committee chairperson.                                                                                                                                                                                                                                                                                                                                                                                                                |
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| (6)    | Changes in the directors of internal audit or    corporate compliance shall be subject to committee approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

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Primary Committee Responsibilities

Monitor Financial Reporting and Risk Control Related Matters

The committee should review and assess:

| (1)                                                  | Risk Management - The company's business risk    management process, including the adequacy of the company's overall control    environment and controls in selected areas representing significant    financial and business risk.                                                                                                                                                               |
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| (2)                                                  | Annual Reports and Other Major Regulatory    Filings - All major financial reports in advance of filings or distribution.                                                                                                                                                                                                                                                                         |
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| (3)                                                  | Internal Controls and Regulatory Compliance -    The company's system of internal controls for detecting accounting and    reporting financial errors, fraud and defalcations, legal violations, and    noncompliance with the corporate code of conduct.                                                                                                                                         |
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| (4)                                                  | Internal Audit Responsibilities - The annual    audit plan and the process used to develop the plan. Status of activities,    significant findings, recommendations, and management's response                                                                                                                                                                                                    |
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| (5)                                                  | Regulatory Examinations - SEC inquiries and the    results of examinations by other regulatory authorities in terms of    important findings, recommendations, and management's response.                                                                                                                                                                                                         |
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| (6)                                                  | External Audit Responsibilities - Auditor    independence and the overall scope and focus of the annual/interim audit,    including the scope and level of involvement with unaudited quarterly or    other interim-period information.                                                                                                                                                           |
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| (7)                                                  | Financial Reporting and Controls - Key    financial statement issues and risks, their impact or potential effect on    reported financial information, the processes used by management to address    such matters, related auditor views, and the basis for audit conclusions.    Important conclusions on interim and/or year-end audit work in advance of    the public release of financials. |
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| (8)                                                  | Auditor Recommendations - Important internal    and external auditor recommendations on financial reporting, controls, other    matters, and management's response. The views of management and auditors on    the overall quality of annual and interim financial reporting.                                                                                                                     |
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| The committee should review, assess, and    approve: |
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| (1)                                                  | The code of ethical conduct,                                                                                                                                                                                                                                                                                                                                                                      |
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| (2)                                                  | Changes in important accounting principles and    the application thereof in both interim in and annual financial reports.                                                                                                                                                                                                                                                                        |

 

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| (3)    | Significant conflicts of interest and    related-party transactions.                                            |
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| (4)    | External auditor performance and changes in    external audit firm (subject to ratification by the full board). |
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| (5)    | Internal auditor performance and changes in    internal audit leadership and/or key financial management.       |
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| (6)    | Procedures for whistle blowers.                                                                                 |
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| (7)    | Pre-approve allowable services to be provided    by the auditor.                                                |
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| (8)    | Retention of complaints                                                                                         |

 

 

 

 

 

 

 

 

 

 

 

 

 

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