AUDIT COMMITTEE CHARTER The Company is not required to have and nor does the Company have an Audit Committee. The Company's directors perform some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document. We have no “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Our directors have financial statement preparation and interpretation ability obtained over the years from past business experience and education. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of the nature of our current limited operations, we believe the services of a financial expert are not warranted. AUTHORITY The Audit Committee has authority to conduct or authorize investigations into any matters within the scope of its responsibility, with full access to all books, records, facilities and Company personnel. The Committee may delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate under applicable laws and regulations. OUTSIDE ADVISORS The Board of Directors has authority to retain such outside counsel, accountants and other advisors as it deems appropriate to assist the Committee in the performance of its duties. The Committee shall receive appropriate funding, as determined by the Committee, for payment of compensation to any counsel, accountants or other advisors retained by the Committee and for the payment of ordinary administrative expenses that are necessary or appropriate in carrying out the Committee’s duties. COMPOSITION The Board of Directors shall have at least two members, each of whom shall be independent, as determined by the Board. The criteria used by the Board in assessing independence are included in the Company’s Corporate Governance Guidelines. The Board, after due consideration of the recommendation of the Nominating and Governance Committee, shall appoint the members of the Board of Directors, designate its chair and prescribe the terms for its members. Committee members may not serve on the Board of Directors of more than two additional public companies without the approval of the full Board of Directors. Each member of the Committee shall be financially literate, and at least one member of the Committee shall qualify as an “Board of Directors financial expert” as defined by SEC rules, each as determined by the Board. MEETINGS The Board of Directors shall meet at least four times a year, and may meet additionally as it deems necessary or appropriate in its judgment, either in person or telephonically, and at such times and places as the Committee shall determine. The Board of Directors shall meet separately in executive session, at least quarterly with management, the independent auditor, and the general counsel, and periodically with the internal audit director. The Board of Directors shall make regular reports to the Board of Directors with respect to its activities. RESPONSIBILITIES The Board of Directors’s role is one of oversight. While the Board of Directors has the responsibilities and powers set forth in this Charter, it is the responsibility of management and the independent auditor to plan or conduct audits to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with applicable generally accepted accounting principles (whether U.S. generally accepted accounting principles, International Financial Reporting Standards or otherwise) and applicable rules and regulations. Among its specific responsibilities, the Board of Directors shall: Meet to review and discuss annual audited and quarterly unaudited financial statements, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other related disclosures or reports, with management and the independent auditor, as appropriate, and recommend to the Board whether the audited financial statements and/or related disclosures or reports should be approved by the Board and included in the annual report on Form 10-K and/or any filings required by law. Review and discuss earnings press releases and corporate policies with respect to earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. Review the process for the SEC-required CEO and CFO quarterly certification of financial statements. Review with management and the independent auditor, as appropriate: significant financial reporting issues and judgments made in connection with the preparation of the Company’s quarterly and annual financial statements, major issues regarding the Company’s accounting principles and practices, including critical accounting policies, and major changes in accounting principles and practices suggested by the independent auditor, internal audit director or management, major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; matters required to be communicated by the independent auditor in accordance with applicable auditing standards and SEC regulations relating to the conduct of the audit, the results of the audit, which should include a review of any audit problems or difficulties encountered by the independent auditor in the course of the audit work, and management’s response; and proposed or newly issued accounting standards promulgated by regulatory authorities. INDEPENDENT AUDIT Subject to applicable provisions of Florida law, the Board of Directors shall have the ultimate authority and responsibility to appoint, retain, compensate, evaluate (including evaluation of the lead audit partner) and, when appropriate, terminate the independent auditors, approve in advance all audit engagement fees and the terms of all audit services to be provided by the independent auditor. The Board of Directors shall establish policies and procedures for the engagement of the independent auditor to provide permissible non- audit services, which shall include pre-approval of such services. At least annually, obtain and review a report from the independent auditor describing any relationships between the auditor and the Company and any other relationships that may adversely affect the auditor’s independence, consider the independence of the independent auditor, and review and discuss with the independent auditor any disclosed relationship that may impact independence, establish policies for the hiring of employees and former employees of the independent auditor. At least annually, review the independent auditor’s proposed audit scope and approach, including coordination of the audit effort with internal audit, to provide for completeness of coverage and reduction of redundant efforts. At least annually, obtain and review a report by the independent auditor describing its own internal quality-control procedures; any material issues raised by its most recent quality-control review, peer review, Public Company Accounting Oversight Board review or any inquiry or investigation by governmental or professional authorities with respect to any of its audits within the past five years, together with any steps taken to deal with any such issues. INTERNAL AUDIT Subject to applicable provisions of Florida law, the Board of Directors shall have the ultimate authority and responsibility to select, monitor, evaluate, compensate, and if necessary, replace the internal audit director, review with management and the internal audit director the charter, scope, responsibilities, plans, budget, staffing, organizational structure, and results of the internal audit function. The internal audit director will attend all regularly scheduled Board of Directors meetings. COMPLIANCE Subject to applicable provisions of Florida law, the Board of Directors shall have the ultimate authority and responsibility to Select, monitor, evaluate, compensate and, if necessary, replace the Corporate Board, advise the Board with respect to the Company’s Guide to Business Conduct, including the Company’s policies and procedures for monitoring compliance with the Guide to Business Conduct, and periodically review and assess the adequacy of the Guide to Business Conduct and recommend any proposed changes to the Board. In conjunction with the Compliance Committee, review whether management is setting an appropriate “tone at the top” by communicating the importance of the Company’s ethical and business practices set forth in the Company’s Guide to Business Conduct. In conjunction with the Nominating and Governance Committee and the Compliance Committee, oversee the Company’s policies and procedures for monitoring compliance with applicable law and regulations, oversee procedures for the receipt, retention, resolution and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters, including procedures for employees to make confidential and anonymous submissions of concerns regarding questionable accounting or auditing matters. INTERNAL CONTROLS Subject to applicable provisions of Florida law, the Board of Directors shall have the ultimate authority and responsibility to meet periodically with management to review and discuss the Company’s risk exposures and the steps management has taken to monitor and control such exposures, periodically review the adequacy and effectiveness of the Company’s disclosure controls and procedures and the Company’s internal controls over financial reporting, including any material weaknesses, significant deficiencies and significant changes in internal controls. In addition, the Audit Committee shall assess annually the Audit Committee’s performance and the adequacy of this Charter.

Forward Looking Statement:

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This website includes various"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company’s expectations or beliefs concerning future events. Statements containing expressions such as “believes,”“anticipates,” “intends,” or “expects,” used in the Company's press releases and in Disclosure Statements and Reports filed with the Over The Counter Markets through the OTC Disclosure and News Service are intended to identify forward-looking statements. All forward-looking statements involve risks and uncertainties. Although the Company believes its expectations are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurances that actual results will not differ materially from expected results. The Company cautions that these and similar statements included in this report are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.

 

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