10-K AND THE 2009
FORM 10-QS, ARE INDEPENDENT PUBLIC ACCOUNTANTS AS REQUIRED BY THE SECURITIES
ACT, AND WERE INDEPENDENT PUBLIC ACCOUNTANTS AS REQUIRED BY THE SECURITIES ACT
DURING THE PERIODS COVERED BY THE FINANCIAL STATEMENTS ON WHICH THEY REPORTED
CONTAINED IN THE 2008 FORM 10-K AND 2009 FORM 10-QS.
(L)
INTERNAL CONTROLS OVER FINANCIAL REPORTING.
THE COMPANY AND ITS
SUBSIDIARIES MAINTAIN SYSTEMS OF "INTERNAL CONTROL OVER FINANCIAL REPORTING" (AS
DEFINED IN RULE 13A-15(F) UNDER THE EXCHANGE ACT) THAT COMPLY WITH THE
REQUIREMENTS OF THE EXCHANGE ACT AND HAVE BEEN DESIGNED BY, OR UNDER THE
SUPERVISION OF THEIR RESPECTIVE PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL
OFFICERS, OR PERSONS PERFORMING SIMILAR FUNCTIONS, TO PROVIDE REASONABLE
ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING AND THE PREPARATION
OF FINANCIAL STATEMENTS FOR EXTERNAL PURPOSES IN ACCORDANCE WITH
6
GAAP, INCLUDING, BUT NOT LIMITED TO, INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO
PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS; (II) TRANSACTIONS ARE
RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GAAP ACCOUNTING PRINCIPLES AND TO MAINTAIN ASSET ACCOUNTABILITY;
(III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL
OR SPECIFIC AUTHORIZATION; AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(M)
DISCLOSURE CONTROLS.
THE COMPANY AND ITS SUBSIDIARIES MAINTAIN AN
EFFECTIVE SYSTEM OF "DISCLOSURE CONTROLS AND PROCEDURES" (AS DEFINED IN
RULE 13A-15(E) UNDER THE EXCHANGE ACT) THAT IS DESIGNED TO ENSURE THAT
INFORMATION REQUIRED TO BE DISCLOSED BY THE COMPANY IN REPORTS THAT IT FILES OR
SUBMITS UNDER THE EXCHANGE ACT IS RECORDED, PROCESSED, SUMMARIZED AND REPORTED
WITHIN THE TIME PERIODS SPECIFIED IN THE RULES AND FORMS OF THE SEC, INCLUDING
CONTROLS AND PROCEDURES DESIGNED TO ENSURE THAT SUCH INFORMATION IS ACCUMULATED
AND COMMUNICATED TO THE COMPANY'S MANAGEMENT AS APPROPRIATE TO ALLOW TIMELY
DECISIONS REGARDING REQUIRED DISCLOSURE. THE COMPANY AND ITS SUBSIDIARIES HAVE
CARRIED OUT EVALUATIONS OF THE EFFECTIVENESS OF THEIR DISCLOSURE CONTROLS AND
PROCEDURES AS REQUIRED BY RULE 13A-15 UNDER THE EXCHANGE ACT.
(N)
SARBANES-OXLEY.
THE COMPANY, ITS SUBSIDIARIES AND, TO THE
KNOWLEDGE OF THE COMPANY, THEIR RESPECTIVE OFFICERS AND DIRECTORS (IN THEIR
CAPACITIES AS SUCH), ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
SARBANES-OXLEY ACT OF 2002 AND THE RULES AND REGULATIONS PROMULGATED IN
CONNECTION THEREWITH.
(O)
NO MATERIAL ADVERSE CHANGE IN BUSINESS.
SINCE SEPTEMBER 30, 2009:
(I) THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR
OTHERWISE), RESULTS OF OPERATIONS OR BUSINESS OF THE COMPANY AND ITS
SUBSIDIARIES TAKEN AS A WHOLE, WHETHER OR NOT ARISING IN THE ORDINARY COURSE OF
BUSINESS; (II) THERE HAVE BEEN NO TRANSACTIONS ENTERED INTO BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES, OTHER THAN THOSE IN THE ORDINARY COURSE OF BUSINESS,
WHICH ARE MATERIAL WITH RESPECT TO THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A
WHOLE; AND (III) EXCEPT FOR DIVIDENDS ON THE COMPANY'S COMMON STOCK IN AN AMOUNT
NOT TO EXCEED $0.08