Saturday, September 02, 2006 1:59:44 PM
As of June 30, 2006, Robert Cox, our Chief Executive Officer, and Keith Berman, our Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Subsequent to June 30, 2006, Mr. Cox resigned as Chief Executive Officer, at which time Mr. Berman assumed the position of interim Principal Executive Officer. Based upon their initial evaluation and Mr. Berman’s reevaluation, Mr. Berman concluded that our disclosure controls and procedures were not effective in timely alerting the Board to material information regarding unapproved actions taken by an officer and director on an ex-parte basis and in timely alerting him to material information required to be included in our periodic SEC filings relating to our financial statement and other disclosures.
We further found that while the controls over initiating and recording routine transactions were adequate, we had inadequate procedures to determine when and how a certain contract was executed by an officer acting on an ex-parte basis, without the full knowledge or approval of our Board of Directors. Further, we have experienced a disconnect in communication between our Board of Directors and our CEO regarding internal disclosure of the existence of a certain contracts and approval of certain contracts. We believe that we have corrected this deficiency and will continue to carefully monitor the proper application of this control.
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