**Exhibit
      99.1**


**WINSONIC
      DIGITAL MEDIA GROUP, LTD.**


**AUDIT
      COMMITTEE CHARTER**





**I.
      PURPOSE**





The
      purpose of the Audit Committee shall be to assist the Board of Directors of
      the
      Company in fulfilling its oversight responsibilities with respect to the
      quality, integrity and annual independent audit of the Company's financial
      statements and other matters set forth herein.





**II.
      COMPOSITION/ELIGIBILITY**





The
      Audit
      Committee shall be comprised of directors who shall satisfy the independence
      and
      other requirements of the National Association of Security Dealers (the "NASD"),
      as well as other applicable requirements for audit committee service imposed
      by
      the Securities Exchange Act of 1934, as amended (the "Act"), or the rules of
      the
      Securities and Exchange Commission (the "SEC"). Determination as to whether
      a
      particular director satisfies the requirements for membership on the Audit
      Committee shall be made by the Board of Directors.





**III.
      EXTERNAL ADVISORS**





The
      Audit
      Committee shall have authority to engage independent counsel and other advisers
      as it deems necessary to carry out its duties. The Audit Committee shall also
      have authority to obtain advice and assistance from any officer or employee
      of
      the Company.





**IV.
      FUNDING**





The
      Company shall provide appropriate funding, as determined by the Audit Committee,
      for payment of (i) compensation to the Company's independent public accountants
      as well as any other accounting firm engaged to perform audit, review or attest
      services for the Company, (ii) any independent counsel or other adviser retained
      by the Audit Committee and (iii) ordinary administrative expenses of the Audit
      Committee that are necessary or appropriate in carrying out its duties. The
      Audit Committee shall promptly report to the Board of Directors its engagement
      of any advisor, including the scope and terms of such engagement.





**V.
      FUNCTIONS**





The
      Audit
      Committee shall:





1.
      meet
      as often as it determines, but not less frequently than quarterly;





2.
      be
      directly responsible for the appointment, compensation, retention and oversight
      of the work of the Company's independent public accountants (including
      resolution of disagreements between management and the independent public
      accountants regarding financial reporting) and the independent public
      accountants shall report directly to the Audit Committee;





3.
      ensure
      receipt of an annual formal written statement from the Company's independent
      public accountants delineating all relationships between the independent public
      accountants and the Company and discuss with the independent public accountants
      any such relationships that may impact the objectivity and independence of
      the
      independent public accountants; and take appropriate action to oversee the
      independence of the independent public


accountants;








4.
      obtain
      and review annually, prior to the filing of the Company's Annual Report on
      Form
      10-K, a report from the independent public accountants describing (a) all
      critical accounting policies and practices used or to be used in the annual
      audit of the Company's year-end financial statements (the "Annual Audit"),
      (b)
      all alternative treatments within generally accepted accounting principles
      for
      policies and practices related to material items that have been discussed with
      management, including ramifications of the use of such alternative disclosures
      and treatments, and the treatment preferred by the independent public
      accountants, and (c) other material written communications between the
      independent public accountants and management, such as any management letter
      or
      schedule of unadjusted differences, and discuss with the independent public
      accountants any material issues raised in such report;





5.
      be
      responsible for the pre-approval of all audit services and permissible non-audit
      services to be provided to the Company by the independent public accountants,
      subject to any exceptions provided in the Act and the rules of the SEC
      promulgated thereunder (it being understood that the Audit Committee may
      delegate to one or more of its members the authority to grant such
      pre-approvals, provided that any pre-approval by such member or members must
      be
      presented to the full Audit Committee at its next scheduled
      meeting);





6.
      review, in consultation with the independent public accountants, the internal
      auditing staff of the Company, and such other advisors as the Audit Committee
      may deem necessary, the scope, purpose and procedures of the overall audit
      plans
      of the internal auditing staff and the independent public accountants, review
      the results thereof and take any necessary actions in connection
      therewith;





7.
      review
      external and internal audit reports of the Company;





8.
      consult with the independent public accountants, senior management, the internal
      auditing staff of the Company and such other advisers as the Audit Committee
      may
      deem necessary regarding their evaluation of the adequacy of the Company's
      "internal controls over financial reporting" and "disclosure controls and
      procedures" (as such terms are defined by the SEC), and make specific
      recommendations to the Board of Directors in connection therewith;





9.
      assure
      the regular rotation of the lead audit partner and the concurring partner every
      five years (with a five year time-out period after rotation), and the regular
      rotation of other audit partners engaged in the Annual Audit every seven years
      (with a two year time-out period after rotation), or as otherwise required
      by
      law or the rules of the NASD;





10.
      review recommendations made by the independent public accountants and the
      internal auditing staff of the Company, report to the Board of Directors with
      respect thereto and with respect to external and internal audit reports of
      the
      Company, and take any necessary actions in connection therewith;





11.
      review legal and regulatory matters that may have a material impact on the
      financial statements;





12.
      review periodically the Company's Code of Business Conduct, the Company's Code
      of Ethics for Board of Directors and the Company's program to monitor compliance
      with those Codes;





13.
      meet
      with the independent public accountants, the internal auditing staff of the
      Company, management, and the General Counsel of the Company in separate
      executive sessions to discuss any matters that the Audit Committee or these
      groups believe should be discussed privately with the Audit
      Committee;





14.
      review and discuss with the independent public accountants and management the
      Company's annual audited financial statements (including the MD&A) and
      recommend to the Board of Directors the inclusion of the Company's audited
      financial statements in its Form 10-KSB;





15.
      review and discuss with the independent public accountants and management the
      Company's quarterly unaudited financial statements prior to the publication
      of
      the Company's earnings release and prior to the inclusion of such financial
      statements (including the MD&A) in the Company's Form 10-QSB;





16.
      prior
      to the filing of each Form 10-QSB and the Form 10-KSB, be available to discuss
      with the independent public accountants the matters required to be discussed
      by
      Statement on Auditing Standards No. 61 and other matters that should be
      communicated to the Audit Committee under the professional standards of the
      American Institute of Certified Public Accountants;





17.
      be
      responsible for the review and oversight of all related-party transactions,
      as
      such term is defined by the rules of the NASD;








18.
      establish procedures for (i) the receipt, retention and treatment of complaints
      received by the Company regarding accounting, internal accounting controls,
      or
      auditing matters and (ii) the confidential, anonymous submission by employees
      of
      the Company of concerns regarding questionable accounting or auditing matters,
      and review periodically with management these procedures and, if appropriate,
      any significant complaints received, to the extent required by the Act, the
      rules of the SEC or the NASD;





19.
      prepare a report to shareholders as required by the SEC and the
      NASD;





20.
      review and concur on the appointment or dismissal of the Vice President of
      Internal Audit who functionally reports to the Audit Committee and
      administratively to the Company's Chief Financial Officer;





21.
      review annual reports from Internal Audit on Internal Audit personnel, their
      professional experience, their working relationship with management and ensure
      the independence of the Internal Audit function;





22.
      ensure Internal Audit has sufficient resources available to address risks at
      the
      appropriate level, including establishing a budget for Internal Audit and the
      compensation of the Vice President of Internal Audit;





23.
      review and concur on the performance of the Vice President of Internal Audit
      and
      the Internal Audit department on an annual basis, and oversee the Internal
      Audit
      function on an ongoing basis;





24.
      review and reassess the adequacy of this Charter on an annual
      basis;





25.
      review and evaluate at least annually its own performance and effectiveness;
      and





26.
      perform such other duties as the Board of Directors shall from time to time
      assign to it.





**VI.
      LIMITATIONS AND SCOPE OF AUTHORITY**





While
      the
      Audit Committee has the functions set forth in this Charter, it is not the
      duty
      of the Audit Committee to plan or conduct audits or to determine that the
      Company's financial statements are complete and accurate or are in accordance
      with generally accepted accounting principles. The Company's management is
      principally responsible for Company accounting policies, the preparation of
      the
      financial statements and ensuring that the financial statements are prepared
      in
      accordance with generally accepted accounting principles. The Company's
      independent public accountants are responsible for auditing the Company's
      financial statements.





In
      its
      oversight capacity, the Audit Committee is neither intended nor equipped to
      guarantee with certainty to the full


Board
      of
      Directors and stockholders the accuracy and quality of the Company's financial
      statements and accounting practices.





Nor
      is it
      the duty of the Audit Committee to assure the Company's compliance with laws
      and
      regulations or compliance with the Company's Code of Business Conduct or the
      Board of Directors' compliance with the Company's Code of Ethics for Board
      of
      Directors.





The
      primary responsibility for these matters also rests with the Company's
      management. The Audit Committee can do no more than rely upon information it
      receives, questions and assesses in fulfilling its functions.





With
      respect to the Company's internal audit function overseen by the Vice President
      of Internal Audit on behalf of the Audit Committee, the conduct and results
      of
      any and all such audits shall be reported to or undertaken at the behest of
      the
      Audit Committee.





The
      Board
      of Directors and the Audit Committee also recognize that meeting the
      responsibilities of an Audit Committee requires a degree of flexibility. To
      the
      extent that procedures included in this Charter go beyond what is required
      of an
      Audit Committee by existing law and regulation, such procedures are meant to
      serve as guidelines rather than inflexible rules and the Audit Committee is
      encouraged to adopt such different or additional procedures as it deems
      necessary from time to time to fulfill its functions.