Docstoc

DATA_Excel Format

Document Sample
DATA_Excel Format Powered By Docstoc
					     Name                                   GVKEY    cusip2003   cusip2004
1    SAFETY KLEEN CORP/                       9224   78648R20    78648R20
2    MED DIVERSIFIED INC                     65433   58401N10    58401N10
3    SULPHCO INC                             66239   86537810    86537810
4    VIA NET WORKS INC                      130048   92591210    92591210
5    UICI                                    17254   90273710    90273710
6    Black Warrior Wireline Corp.            22398   09226050    09226050
7    UNIVERSAL INSURANCE HOLDINGS INC        26016   91359V10    91359V10
8    CUTTER & BUCK INC                       61171   23221710    23221710
9    Savient Pharmaceuticals Inc.             2222   80517Q10    80517Q10
10   O.I. Corp.                               8047   67084110    67084110
11   SUNTERRA CORP                           63493   86787D20    86787D20
12   MAXXIS GROUP INC
13   TEAMSTAFF INC                           12304 87815U20      87815U20
14   TROY GROUP INC                         122233 89733N10      89733N10
15   ADVENTRX PHARMACEUTICALS INC            63790               00764X10
16   CORNERSTONE PROPANE PARTNERS LP         64861 21891610      21891610
17   MOLECULAR DIAGNOSTICS INC
18   Aviation General Incorporated           28149   05366T10    05366T10
19   Bristol-Myers                            2403   11012210    11012210
20   VIRTUALFUND COM INC                     20889   92825A10    92825A10
21   INTERPUBLIC GROUP OF COMPANIES, INC.     6136   46069010    46069010
22   ASCENDANT SOLUTIONS INC                126314   04349Y10    04349Y10
23   BANC CORP                              116586   05944B10    05944B10
24   INVERNESS MEDICAL INNOVATNS            146156   46126P10    46126P10
25   BIONOVA HOLDING CORP                    63674   09063Q10    09063Q10
26   RESTORATION HARDWARE INC               111873   76098110    76098110
27   QuadraMed Corp.                         63758   74730W10    74730W10
28   EZENIA INC                              31854   30231110    30231110
29   NEW HORIZONS WORLDWIDE INC              15822   64552610    64552610
30   MEMC ELECTRONIC MATERIALS INC           60992   55271510    55271510
31   TRANSMERIDIAN EXPLORATION INC          145956               89376N10
32   AKORN INC                               14304   00972810    00972810
33   NORTHWESTERN CORP                        8001   66807410    66807430
34   NEOFORMA INC                           128541   64047550    64047550
35   DVI Inc.                                12775   23334310    23334310
36   FINANCIAL INDUSTRIES CORP               18221   31757410    31757410
37   Sipex Corp                              62559   82990910    82990910
38   MCSI INC                                63966   55270M10    55270M10
39   TRIMAS CORP                             15252   89621510    89621510
40   IMP INC                                 13412   44969330    44969330
41   US GLOBAL NANOSPACE INC                 64906   91729J10    91729J10
42   FRANKFORT TOWER INDUSTRIES INC          10810   35241Q10    35241Q10
43   3D Systems                              14898   88554D20    88554D20
44   GEO GROUP INC                           30536   36159R10    36159R10
45   CUMMINS INC                              3650   23102110    23102110
46   Cellstar Corp.                          29338   15092520    15092520
47   Intelligent Motor Cars Group
48   Mirenco
49   Dresser Inc.                                    260086          26199Y94
50                                                    64189 97186720 08786610
     BEVERLY HILLS BANCORP INC / formerly: WILSHIRE FINANCIAL SERVICES GROUP INC
51                                                     2402 58445910
     MSGI SECURITY SOLUTIONS, INC / Media Services Group             55357010
52   AMERCO                                            1393 02358610 02358610
53   NN INC                                           29894 62933710 62933710
54   DHB INDUSTRIES INC                               28885 23321E10 23321E10
55   PAR TECHNOLOGY CORP                               8334 69888410 69888410
56   IONICS INC                                        6171 46221810 46221810
57   SPIEGEL INC                                       9952 84845710 84845710
58   GLOBIX CORP                                      61877 37957F20 37957F20
59                                                     INC
     INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS 6125 45982420       45982420
60   FRIEDMANS INC                                    28997 35843810 35843810
61   ALLEGHENY ENERGY INC                              1279 01736110 01736110
62   BEARINGPOINT INC                                141983 07400210 07400210
63   LANTRONIX INC                                   138467 51654810 51654810
64   MERIDIAN RESOURCE CORP                           12046 58977Q10 58977Q10
65   ALERIS INTERNATIONAL INC / was Imco Recycling    13712 44968110 01447710
66   CAPE SYSTEMS GROUP, INC / was Vertex Interactive 12521 92532210 13957Q10
67   RURAL/METRO CORP /DE/                            28616 78174810 78174810
68   DYNEGY INC                                       25495 26816Q10 26816Q10
69   PIZZA INN INC /MO/                                3369 72584810 72584810
70   QWEST COMMUNICATIONS INTERNATIONAL INC           61489 74912110 74912110
71   California Micro Devices                         12677 13043910 13043910
72   AudioVox Corp.                                   13354 05075710 05075710
73   Nicor                                             7904 65408610 65408610
74   Candela                                          12390 13690710 13690710
75   Ingersoll Rand                                    5959 G4776G10 G4776G10
76   VAIL RESORTS INC                                 64344 91879Q10 91879Q10
77   PRIDE INTERNATIONAL INC                          14908 74153Q10 74153Q10
78   SBA COMMUNICATIONS CORP                         121382 78388J10 78388J10
79   TRANSKARYOTIC THERAPIES INC                      63804 89373510 89373510
80   Metris Companies                                 63870 59159810 59159810
81   GILMAN & CIOCIA INC                              31159 37590810 37590810
82   NORTEL NETWORKS CORP                              7980 65656810 65656810
83   INTERLAND INC                                    18484 45872720 45872720
84   ENOVA SYSTEMS INC                                20172 29355M10 29355M10
85   Ultrastrip Systems
86   NATIONAL EQUIPMENT SERVICES INC
87   Energy Conversion Devices                         4352 29265910 29265910
88   SUBURBAN PROPANE PARTNERS LP                     62501 86448210 86448210
89   AFC ENTERPRISES INC                             114608 00104Q10 00104Q10
90   HEI Inc                                           5404 40416010 40416010
91   PRESIDION CORP
92    PRICESMART INC                            65343   74151110   74151110
93    OM Group                                  29001   67087210   67087210
94    MIRANT CORP                              140033   60467510   60467510
95    Sight Resource Corp.                      28020   82655N10   82655N10
96    Transaction System Architects             31564   89341610   89341610
97    AEROSONIC CORP                             1173   00801530   00801530
98    DYNACQ HEALTHCARE INC                     25312   26779V10   26779V10
99    Photon Dynamics                           61560   71936410   71936410
100   THERMA WAVE INC                          115245   88343A10   88343A10
101   White Electronic Designs Corp              2345   96380110   96380110
102   RENT WAY INC                              28737   76009U10   76009U10
103   SYMBOL TECHNOLOGIES INC                   10232   87150810   87150810
104   SPIRE CORP                                 9954   84856510   84856510
105   INTERPOOL INC                             28214   46062R10   46062R10
106   Bioanalytical Systems                     65905   09058M10   09058M10
107   GENERAL DATACOMM INDUSTRIES INC            5043   36948760   36948760
108   PRODUCTIVITY TECHNOLOGIES CORP            63109   74308810   74308810
109   HydroFlo Inc.
110   Petroleum Geo Services ASA                28286   71659910   71659910
111   RAE SYSTEMS INC                          111169   75061P10   75061P10
112   METROPOLITAN MORTGAGE & SECURITIES CO INC 7310    59299Y93   59299Y93
113   SUMMIT SECURITIES INC /ID/
114   Western United Holding Co.
115   Adecco SA                                100862   00675410   00675410
116   NCI Building Systems Inc                  25130   62885210   62885210
117   ROWAN COMPANIES INC                        9258   77938210   77938210
118   AstroPower Inc.                           66450   04644A10   04644A10
119   TUT SYSTEMS INC                          117905   90110310   90110310
120   NEW YORK COMMUNITY BANCORP INC            29282   64944510   64944510
121   AULT INC                                   1866   05150310   05150310
122   GOODYEAR TIRE & RUBBER CO                  5234   38255010   38255010
123   EUNIVERSE INC / Intermix Media            62079   29841210   45881X10
124   American Capital Access Holdings
125   OBSIDIAN ENTERPRISES INC                  18563   67448320   67448320
126   JLG Industries                             6207   46621010   46621010
127   STARBUCKS CORP                            25434   85524410   85524410
128   GRAVITAS INTERNATIONAL INC               110519   38911510   38911510
129   MCI INC                                    1164   55269110   55269110
130   LXU healthcare / PRIMESOURCE CORP         28623   74159310   74159310
131   TRANSBOTICS CORP                          21151   89352410   89352410
132   COUNTRYWIDE FINANCIAL CORP                 3555   22237210   22237210
133   La Petite Academy                          6539   50375310   50375310
134   SCIENTIFIC GAMES CORP                     10991   80874P10   80874P10
135   Innovo Group                              23062   45795460   45795460
136   MEADWESTVACO CORP                         11446   58333410   58333410
137   PROVIDIAN FINANCIAL CORP                 2731   74406A10   74406A10
138   CardioDynamics International             2299   14159710   14159710
139   HOOKER FURNITURE CORP                  122211   43903810   43903810
140   Levi Strauss & Co                       16476   52736R93   52736R93
141   TOPAZ GROUP INC                         63068   89053730   89053730
142   TARANTELLA INC                          28325   87609030   87609030
143   I MANY INC                             137662   44973Q10   44973Q10
144   Network Associates Inc. / McAfee        25783   64093810   57906410
145   Alpharma Inc.                            1034   02081310   02081310
146   FISHER COMMUNICATIONS INC               18364   33775620   33775620
147   FOSTER WHEELER LTD                       4864   G3653510   G3653513
148   R WIRELESS INC / TX Holdings
149   Broadvision                             63099   11141260   11141260
150   BUILDING MATERIALS HOLDING CORP         24415   12011310   12011310
151   CAMBREX CORP                            13839   13201110   13201110
152   CLEAN HARBORS INC                       14027   18449610   18449610
153   CORE LABORATORIES N V                   61759   N2271710   N2271710
154   HEALTH NET INC                          29710   42222G10   42222G10
155   HIGHWOODS PROPERTIES INC                30298   43128410   43128410
156   MARKWEST HYDROCARBON INC                63742   57076210   57076210
157   McDermott International Inc.             7152   58003710   58003710
158   MICROTUNE INC                          135805   59514P10   59514P10
159   OSTEOTECH INC                           24198   68858210   68858210
160   PHOTOMEDEX INC                           6598   71935810   71935810
161   SONUS NETWORKS INC                     135965   83591610   83591610
162   ZORAN CORP                              61737   98975F10   98975F10
163   FIRST CHESTER CNTY CORP                 18361   31947W10   31947W10
164   HECLA MINING CO                          5560   42270410   42270410
165   I SECTOR CORP / INX Inc                 65045   45031W10   45031W10
166   I2 TECHNOLOGIES INC                     62712   46575410   46575420
167   EVANS & SUTHERLAND COMPUTER CORP         4467   29909610   29909610
168   ROGERS CORP                              9216   77513310   77513310
169   WORLD FUEL SERVICES CORP                12471   98147510   98147510
170   CAPTARIS INC                            31143   14071N10   14071N10
171   MEDICALCV INC                          146172   58463920   58463910
172   DT Industries Inc.                      30068   23333J10   23333J10
173   NESS ENERGY INTERNATIONAL INC /NV/       6464   64104P10   64104P10
174   JOHNSONDIVERSEY HOLDINGS INC           160949              47926P99
175   METROPCS Communications INC            160256              59170810
176   LIONS GATE ENTERTAINMENT CORP           28378   53591920   53591920
177   SPORTSLINE.COM INC                      65841   84893410   84893410
178   ARTEMIS INTERNATIONAL SOLUTIONS CORP   133728   04301R40   04301R40
179   BETTER MINERALS & AGGREGATES CO
180   CAMBRIDGE HEART INC                    63418 13191010      13191010
181   CORE MOLDING TECHNOLOGIES INC          14794 21868310      21868310
182   COVANSYS CORP                               64639   22281W10   22281W10
183   FIBERMARK INC                               27924   31564610   31564610
184   NSD BANCORP INC                             28696   62938D10   62938D10
185   ONYX ACCEPTANCE CORP                        62481   68291410   68291410
186   PRECIS INC                                 129632   74018410   74018410
187   QUALITY DISTRIBUTION INC                   148313   74756M10   74756M10
188   REGAN HOLDING CORP
189   SEITEL INC                                   9589   81607430   81607440
190   SL INDUSTRIES INC                            9325   78441310   78441310
191   SUREWEST COMMUNICATIONS                      9242   86873310   86873310
192   VAXGEN INC                                 121819   92239020   92239020
193   GEXA CORP                                   14855   37439820   37439820
194   MAXWELL TECHNOLOGIES INC                     7124   57776710   57776710
195   PAXSON COMM CORP -CL A                      30945   70423110   70423110
196   Pemco Aviation Group                        14638   70644410   70644410
197   WRC MEDIA INC                              147667   92931M94   92931M94
198   International Steel Group / Mittal Steel   155395   46037710   46037710
199   Global Crossing                            113491   G3921A17   G3921A17
200   Health Express USA                         117159   42218E10   42218E10
201   Goodrich Petroleum Corp.                     8387   38241040   38241040
202   LMI AEROSPACE INC                          112034   50207910   50207910
203   RAMP CORP                                   22601   75156P10   75156P20
204   SOUTHWALL TECHNOLOGIES INC                  13409   84490910   84490910
205   DIGITAL RECORDERS INC                       30939   25386910   25386910
206   AMERICA FIRST TAX EX IVS-LP                 16641              02364V10
207   DIVERSIFIED CORPORATE RESOURCES INC         12111   25515310   25515310
208   GLOBALNET CORP                             106159   37939910   37939910
209   LATTICE SEMICONDUCTOR CORP                  16597   51841510   51841510
210   CHARLOTTE RUSSE HOLDING INC                125275   16104810   16104810
211   HANOVER CAPITAL MORTGAGE HOLDINGS INC       65526   41076110   41076110
212   ADVANCED MATERIALS GROUP INC                28483   00753U10   00753U10
213   Orthodontic Centers of America              31223   68750P10   67083Q10
214   MCDATA CORP                                138607   58003120   58003120
215   BLYTH INC                                   30219   09643P10   09643P10
216   Peregrine Systems                           64597   71366Q20   71366Q20
217   Liquidmetal Tech.                          146117   53634X10   53634X10
218   NUI CORP                                     7668   62943110   62943110
219   PER SE TECHNOLOGIES INC                     24531   71356930   71356930
220   Cogent, Inc.                               160498              19239Y10
221   RED HAT INC                                122841   75657710   75657710
222   Sybari Software Inc.                       160499              87112810
223   CATALINA MARKETING CORP                     25099   14886710   14886710
224   Cotelligent Inc.                            62100   22163010   22163010
225   MICROMUSE INC                               66468   59509410   59509410
226   Rockford Corp.                             122678   77316P10   77316P10
227   Shurgard Storage Centers Inc.            29948 82567D10      82567D10
228   Soyo Group Inc.
229   PHARMACEUTICAL FORMULATIONS INC            8526   71693210   71693210
230   SUNTRUST BANKS INC                        10187   86791410   86791410
231   CONSUMERS FINANCIAL CORP                  16797   21052010   21052010
232   Metromedia International Group             4932   59169510   59169510
233   Alloy Inc                                120513   01985510   01985510
234   ASCONI CORP                              127539   04363Q20   04363Q20
235   Gensym Corp                               62201   37245R10   37245R10
236   Pacer Health Corp.                        61974   69373710   69373710
237   TRIUMPH GROUP INC                         63876   89681810   89681810
238   SOLITARIO RESOURCES CORP                  30473   83422R10   83422R10
239   PORTAL SOFTWARE INC                      120300   73612630   73612630
240   PRINCETON REVIEW INC                     144010   74235210   74235210
241   IMPAC MEDICAL SYSTEMS INC                149092   45255A10   45255A10
242   SYS                                       22718   78507010   78507010
243   AVX CORP                                   1072   00244410   00244410
244   Black Box Corp.                           26012   09182610   09182610
245   IXYS CORP /DE/                           114370   46600W10   46600W10
246   METAL MANAGEMENT INC                      12434   59109720   59109720
247   VERITAS SOFTWARE CORP                     29356   92343610   92343610
248   VOLT INFORMATION SCIENCES, INC.           11213   92870310   92870310
249   AAIPHARMA INC                             63604   00252W10   00252W10
250   Evergreen Holdings Inc.                  158453   30099Y93   30099Y93
251   ACTUATE CORP                             112624   00508B10   00508B10
252   Sheridan Group Holding
253   COMMONWEALTH ENERGY CORP
254   SPORTS CLUB CO INC                        30783   84917P10   84917P10
255   COLLEGE PARTNERSHIP INC                   66175   19437510   19437510
256   AXT INC                                  110760   00246W10   00246W10
257   SOLA INTERNATIONAL INC                    29497   83409210   83409210
258   AXA                                       63120   05453610   05453610
259   ST Assembly Test Services                128763   85227G10   85771T10
260   WILSHIRE OIL CO OF TEXAS / Enterprises    11514   97188910   97188910
261   Chindex International                     30618   16946710   16946710
262   VERDISYS INC / Blast Energy
263   BAKBONE SOFTWARE INC
264   HARKEN ENERGY CORP                        5475 41255230      41255230
265   ACCLAIM ENTERTAINMENT INC                14524 00432520      00432520
266   Flowserve Corp.                           4108 34354P10      34354P10
267   Telesource International Inc.
268   TOWER AUTOMOTIVE INC                     30598 89170710      89170710
269   DICON FIBEROPTICS INC
270   Stratus Technologies Inc
271   Sweetheart Cup                               63548 87099X93   87099X93
272   XRG Inc
273   Universal Security Instruments Inc           11027 91382130   91382130
274   OMNIVISION TECHNOLOGIES INC                 137704 68212810   68212810
275   SINGING MACHINE CO INC                       30964 82932230   82932230
276   Calprop Corp                                  2636 13135210   13135210
277   CEDAR FAIR -LP                               13710 15018510   15018510
278   Crown Financial Group                        29601 22834Q10   22834Q10
279   BRIGHAM EXPLORATION CO                       64741 10917810   10917810
280   DrugMax                                      31096 26224010   26299X93
281   KING PHARMACEUTICALS INC                    112033 49558210   49558210
282   Mitcham Industries Inc.                      31214 60650110   60650110
283   MASTEC INC                                    2497 57632310   57632310
284   SPSS INC                                     28758 78462K10   78462K10
285   FREDS INC                                    12403 35610810   35610810
286   MISSION WEST PROPERTIES INC                   7447 60520310   60520310
287   Bay View Capital Corp.                       16686 07262L10   07262L30
288   TECHNOLOGY FLAVORS &FRAGRANCES INC           29965 87869A10   87869A10
289   BAXTER INTERNATIONAL INC                      2086 07181310   07181310
290   Commerce One Inc.                           121754 20069320   20069320
291   Constar International Inc.                    4049 21036U10   21036U10
292   CROSSTEX ENERGY INC                         157074 22765Y10   22765Y10
293   MILLENNIUM CHEMICALS INC                     63637 59990310
294   BISYS GROUP INC                              25080 05547210   05547210
295   Extra Space Storage Inc.                    160479            30225T10
296   NAPSTER INC                                 143527 78000810   63079710
297   RICHARDSON ELECTRONICS LTD                    9125 76316510   76316510
298   ACCREDITED HOME LENDERS HOLDING CO          150024 00437P10   00437P10
299   SIMTROL INC                                  23701 82920520   82920520
300   Comstock Homebuilding Companies, Inc        161072            20568410
301   ELECTRO RENT CORP                             4273 28521810   28521810
302   IESI Corp
303   METRON TECHNOLOGY N V / Nortem              126654 N5665B10   N6451310
304   ZIM CORP
305   AXESSTEL INC                                126775 05459T10   05459T10
306   GlobeTel Communications Corp.                61008            37958F20
307   Hanger Orthopedic Group Inc                  16456 41043F20   41043F20
308   Impac Mortgage Holdings Inc.                 61586 45254P10   45254P10
309   Land O Lakes Inc.                           148276 51466693   51466693
310   QUOVADX INC                                 129851 74913K10   74913K10
311   Integrated Electrical Services Inc.          66371 45811E10   45811E10
312   Surety Capital Corp                          28577 86866620   86866620
313   WHISPERING OAKS INTERNATIONAL INC / (DBA BIOCUREX, INC.)
314   COEUR D'ALENE MINES CORP                      3153 19210810   19210810
315   Golden Enterprises Inc.                       5210   38101010   38101010
316   PHILADELPHIA CONS HLDG CORP                  28858   71752810   71752810
317   Sonex Research Inc                           12423   83544810   83544810
318   ESCALON MEDICAL CORP                         25711   29607430   29607430
319   Humana Trans Services Holding Corp.
320   RED ROBIN GOURMET BURGERS INC               148470   75689M10   75689M10
321   Warwick Valley Telephone Co.                 11291   93675010   93675010
322   Zindart Ltd.                                 64539   98959710   98959710
323   PROLIANCE INTERNATIONAL, INC. / TRANSPRO INC 61376   89388510   89388510
324   RCN Corp                                     65448   74936110   74936120
325   RENTRAK CORP                                 12815   76017410   76017410
326   WESTERN WIRELESS CORP                        62929   95988E20   95988E20
327   METROCORP BANCSHARES INC                    116791   59165010   59165010
328   Loudeye Corp.                               132980   54575410   54575410
329   OptiCare Health Systems Inc                  30891   68386P10   68386P10
330   Riverstone Networks Inc.                    142390   76932010   76932010
331   FOOTSTAR INC                                 63690   34491210   34491210
332   One Voice Technologies Inc.                 112714   68242110   68242110
333   UNITED PAN AM FINANCIAL CORP                109831   91130110   91130110
334   PC MALL INC                                  31674   69323K10   69323K10
335   SILICON GRAPHICS INC                         12679   82705610   82705610
336   LSI INDUSTRIES INC                            6527   50216C10   50216C10
337   MARSHALL EDWARDS INC                        157865   57232230   57232230
338   Monolithic Power Systems Inc.               160888              60983910
339   ANSCOTT INDUSTRIES INC                      107220   03634010   03634010
340   ASPEN TECHNOLOGY INC                         30870   04532710   04532710
341   HEALTHCARE REALTY TRUST INC                  28322   42194610   42194610
342   Science Applications International Corp.      9480   80862610   80862610
343   HIENERGY TECHNOLOGIES INC                   145315   42952V10   42952V10
344   WIRELESS FACILITIES INC                     126056   97653A10   97653A10
345   CALPINE CORP                                 63605   13134710   13134710
346   BIOENVISION INC                             118733   09059N10   09059N10
347   COMARCO INC                                   3218   20008010   20008010
348   CRAFTMADE INTERNATIONAL INC                  21427   22413E10   22413E10
349   FFD FINANCIAL CORP                           62575   30243C10   30243C10
350   INTERPHARM HOLDINGS INC                      27825   46058810   46058810
351   PHIBRO ANIMAL HEALTH CORP
352   BONTEX INC                                    5133   09852W10   09852W10
353   NITCHES INC                                   2113   65476M10   65476M10
354   EL PASO CORP                                  4242   28336L10   28336L10
355   CHARTWELL INTERNATIONAL INC                  21314   16139920   16139920
356   Eagle Family Foods Holdings                 124554   26951N93   26951N93
357   Intelligroup                                 63661   45816A10   45816A10
358   Concord Camera Corp.                         14808   20615610   20615610
359   Mechel Steel Group OAO
360                                                      62446
      Digital Lifestyles Group / was NORTHGATE INNOVATIONS INC 66642810   25387J10
361   Fischer Imaging Corp.                              24402 33771910   33771910
362   ITERIS HOLDINGS INC / Iteris Inc                    8087 46564M10   46564T10
363   AMB Property Corp                                  65576 00163T10   00163T10
364   Exam USA / Olympic Entertainment Group
365   Groen Brothers Aviation                            23591 39874310   39874310
366   InterWAVE Communications                          128698 G4911N30   G4911N30
367   Sport-Haley                                        29997 84892510   84892510
368   Voxware Inc.                                       63928 92906L10   92906L10
369   INTERNATIONAL AUTOMATED SYSTEMS INC                18799 45903910   45903910
370   CANYON RESOURCES CORP                              12139 13886930   13886930
371   Novint Technologies
372   Tekni Plex Inc                                     66440 87910P93   87910P93
373   Netwolves Corp                                     22248 64120V10   64120V10
374   Synagro Technologies                               25480 87156220   87156220
375   Commonwealth Industries                            31600 20300410   20300410
376   Curon Medical                                     139922 23129210   23129210
377   Grill Concepts                                     29346 39850220   39850220
378   Toyota Motor Credit Corp                           19661 89233130   89233130
379   Berry Petroleum Co.                                13431 08578910   08578910
380   CARDINAL HEALTH INC                                 2751 14149Y10   14149Y10
381   StemCells                                          25095 85857R10   85857R10
382   Alliance Atlantis Communications                   28708 01853E20   01853E20
383   Continuum Group C                                  24770            21217850
384   ECC Capital Corp.                                 161065            26826M10
385   McRae Industries                                    7179 58275720   58275720
386   PEGASUS COMMUNICATIONS CORP                        63716 70590460   70590460
387   Rent-A-Center Inc.                                 31460 76009N10   76009N10
388   TriPath Technology                                138210 89672P10   89672P10
389   Tarpon Industries, Inc.                           162234            87622310
390   Viking Systems
391   ISOLAGEN INC                                       21132 46488N10   46488N10
392   PDI INC                                           110728 69329V10   69329V10
393   VISTEON CORP                                      136648 92839U10   92839U10
394   DPL INC                                             3814 23329310   23329310
395   ALBANY MOLECULAR RESEARCH INC                     118081 01242310   01242310
396   COMPUTER HORIZONS CORP                              3365 20590810   20590810
397   DECOMMUNICATIONS INC                               63679 23286010   23286010
398   E LOAN INC                                        121757 26861P10   26861P10
399   FLYI INC / was Altantic Coast Airlines             28622 04839610   34407T10
400   INTERGRAPH CORP                                     6036 45868310   45868310
401   MAYORS JEWELERS INC/DE                             13866 57846210   57846210
402   PROFILE TECHNOLOGIES INC                           64688 74316410   74316410
403   RIGGS NATIONAL CORP                                 9142 76657010   76657010
404   SONICWALL INC                               126322 83547010         83547010
405   STARTEK INC                                   64942 85569C10        85569C10
406   TERREMARK WORLDWIDE INC                       62313 88144810        88144820
407   UNITED RENTALS NORTH AMERICA INC
408   WJ COMMUNICATIONS INC                       138943 92928410         92928410
409   NYMEX HOLDINGS INC
410   REGISTER.COM INC                            132524 75914G10         75914G10
411   BOOKHAM, INC.                               133944 09856Q10         09856E10
412   MACE SECURITY INTERNATIONAL INC               29170 55433520        55433520
413   MASCO CORP /DE/                                7085 57459910        57459910
414   99 CENTS ONLY STORES                          62922 65440K10        65440K10
415   APEX SILVER MINES LTD                         65921 G0407410        G0407410
416   CLICK COMMERCE INC                          137252 18681D20         18681D20
417                                                INC
      COMMERCE ENERGY / AMERICAN ENERGY GROUP 160837                      20061Q10
418   ENZON PHARMACEUTICALS INC                      4409 29390410        29390410
419   FEDDERS CORP /DE                               4595 31313550        31313550
420   FROZEN FOOD EXPRESS INDUSTRIES INC             4918 35936010        35936010
421   GULFMARK OFFSHORE INC                          5379 40262910        40262910
422   LAIDLAW INTERNATIONAL INC                      6557 50730R10        50730R10
423   NII HOLDINGS INC                            140902 62913F20         62913F20
424   PHONE1GLOBALWIDE INC                        128041 71920810         71920810
425   UNIVERSITY BANCORP INC /DE/                   21423 91409010        91409010
426   VITAL IMAGES INC                              64767 92846N10        92846N10
427   WHITNEY INFORMATION NETWORK INC             114242 96662110         96662110
428   ARCADIA RESOURCES INC / Critical Home Care  148234 22674W10 03920910
429   CANARGO ENERGY CORP                           11010 13722510        13722510
430   WORLDGATE COMMUNICATIONS INC                119736 98156L30         98156L30
431   US CAN CORP                                   27908 90328W93 90328W93
432   ZILA INC                                      16488 98951320        98951320
433   Acceris Communications                        15824 00490A10        00490A10
434   EL PASO ELECTRIC CO                            4241 28367785        28367785
435   HERCULES INC                                   5589 42705610        42705610
436   TENGASCO INC                                  62204 88033R20        88033R20
437   VERIDICOM INTERNATIONAL INC                    8480 92342W10 92342W10
438   WALKER FINANCIAL CORP                         11267 93163V10        93163V10
439   BLONDER TONGUE LABORATORIES INC               61712 09369810        09369810
440   MOD PAC CORP                                152809 60749510         60749510
441                                               157153 20451N10         20451N10
      COMPASS MINERALS GROUP INC / Compass Minerals Internation Inc (Parent)
442   Exco Resources
443   Huntsman CORP                               162401                  44701110
444   MATERIAL SCIENCES CORP                         7107 57667410        57667410
445   PAV Republic, Inc.                          162402                  70399X93
446   SPECTRUM LABORATORIES INC /CA                  9939 84762510        84762510
447   TWEETER HOME ENTERTAINMENT GROUP INC        112623 90116710         90116710
448   VESTA INSURANCE GROUP INC                     29161 92539110        92539110
449   ARTHROCARE CORP                                 61996 04313610   04313610
450   DURBAN ROODEPOORT DEEP LTD /                   201706 26659730   26152H10
451   FORMFACTOR INC                                 148390 34637510   34637510
452   PYR ENERGY CORP                                 65827 69367710   69367710
453   TRINITY LEARNING CORP                           12890 89652R20   89652R20
454   SPATIALIGHT INC                                 24907 84724810   84724810
455   WILLAMETTE VALLEY VINEYARDS INC                 30666 96913610   96913610
456   MANITOWOC CO                                     6994 56357110   56357110
457                                                   Corp
      AMERITRADE HOLDING CORP / TD Ameritrade Holding 64552 03074K10   03074K10
458   CAVALIER HOMES INC                              12047 14950710   14950710
459   HAGGAR CORP                                     25987 40517310   40517310
460   INTERSTATE BAKERIES CORP/DE/                     6140 46072H10   46072H10
461   PEOPLES GAS LIGHT &COKE CO                       8470 71103010   71103010
462   COX TECHNOLOGIES INC                           149237 22405610   22405610
463   IVANHOE ENERGY INC                              64879 46579010   46579010
464   James River Coal CO
465   Warner Music Group Corp. -- Parent of WMG Acq. 163118            93455010
466   ENERGY WEST INC                                 12994 29274A10   29274A10
467   TIER TECHNOLOGIES INC                           66059 88650Q10   88650Q10
468   CKE RESTAURANTS INC                              6346 12561E10   12561E10
469   FLOW INTERNATIONAL CORP                          4807 34346810   34346810
470   ILINC COMMUNICATIONS INC                        66690 45172410   45172410
471   MDC PARTNERS INC                                20570 55269710   55269710
472   PROGEN INDUSTRIES LTD                          212639 Q7759R10   Q7759R10
473   TELEVIDEO INC                                   10431 87991320   87991320
474   UNITED RETAIL GROUP INC/DE                      25020 91138010   91138010
475   BINDVIEW DEVELOPMENT CORP                      112752 09032710   09032710
476   CAMCO FINANCIAL CORP                            31276 13261810   13261810
477   EON COMMUNICATIONS CORP                        129469 26876310   26876310
478   NUTRITION MGMT SVCS -CL A                       24945 67061Y10   67061Y10
479   ADELPHIA COMMUNICATIONS CORP                    12484 00684810   00684810
480   GENIUS PRODUCTS INC
481   MICROFIELD GROUP INC                            60920 59506W10   59506W10
482   STRATUS SERVICES GROUP INC                     133730 86317010   86317030
483   VELOCITY EXPRESS CORP                           22177 92257T20   92257T60
484   PHOENIX TECHNOLOGIES LTD                        14626 71915310   71915310
485   FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE 4601 31358610   31358610
486   FINANCIAL INSTITUTIONS INC                     121713 31758540   31758540
487   FEMALE HEALTH CO                                22817 31446210   31446210
488   SANMINA−SCI CORP                                28139 80090710   80090710
489   SMALL TOWN RADIO INC                            63882 83166610   83166610
490   ASYST TECHNOLOGIES INC /CA/                     28884 04648X10   04648X10
491                                                  158055 12502A10
      DYADIC INTERNATIONAL INC / formerly: CCP WORLDWIDE INC           26745T10
492   FLANIGANS ENTERPRISES INC                        4759 33851710   33851710
493   Northstar Realty / Northstar Realty Finance    160293            66704R10
494   PRUCO LIFE INSURANCE CO
495   TETRA TECH INC                                            24783   88162G10   88162G10
496   NYFIX INC                                                 26523   67071210   67071210
497   STONEPATH GROUP INC                                     113373    86183710   86183710
498   ALLIED HOLDINGS INC                                       28933   01922310   01922310
499   MOVIE GALLERY INC                                         30559   62458110   62458110
500   ADVANCED DIGITAL INFORMATION CORP                         63644   00752510   00752510
501   CREDENCE SYSTEMS CORP                                     29085   22530210   22530210
502   TEREX CORP                                                 7991   88077910   88077910
503   ABM INDUSTRIES INC /DE/                                    1410   00095710   00095710
504   COPYTELE INC                                              12717   21772110   21772110
505   HOLLINGER INTERNATIONAL INC                               30152   43556910   43556910
506   AGREE REALTY CORP                                         30067   00849210   00849210
507   AMERICAN RETIREMENT CORP                                  64839   02891310   02891310
508   CSP INC                                                    2573   12638910   12638910
509   IMCOR PHARMACEUTICAL CO                                   66242   45248E10   45248E30
510   EASTMAN KODAK CO                                           4194   27746110   27746110
511   EMERITUS CORP\WA\                                         61584   29100510   29100510
512   MENTOR GRAPHICS CORP                                       7251   58720010   58720010
513   Mueller Group, Inc. / Mueller Water Products / Mueller Holdings
514   BROCADE COMMUNICATIONS SYSTEMS INC                      120774    11162110   11162110
515   CERIDIAN CORP /DE/                                         3480   15677910   15677910
516   NEW VISUAL CORP                                           62512   64909920   64909920
517   NORTHWEST BIOTHERAPEUTICS INC                           144887    66737P10   66737P10
518   SCOTTISH RE GROUP LTD                                   116224    G7885T10   G7885T10
519   TM GROUP HOLDINGS PLC
520   ANALOGIC CORP                                              1633   03265720   03265720
521   NETBANK INC                                               65170   64093310   64093310
522   QUEST SOFTWARE INC                                      122921    74834T10   74834T10
523   SIRVA INC                                               155934    82967Y10   82967Y10
524   Splinex Technology Inc.
525   DOT HILL SYSTEMS CORP                                     65413   25848T10   25848T10
526   HYPERCOM CORP                                             65527   44913M10   44913M10
527   INNSUITES HOSPITALITY TRUST                                8987   45791910   45791910
528   SAPIENT CORP                                              62602   80306210   80306210
529   ACR GROUP INC                                             21686   00087B10   00087B10
530   BALLY TOTAL FITNESS HOLDING CORP                          13853   05873K10   05873K10
531   BANCINSURANCE CORP                                        23118   05945K10   05945K10
532   Meritage Homes CORP                                       14790   59001A10   59001A10
533   MONOLITHIC SYSTEM TECHNOLOGY INC                        141278    60984210   60984210
534   BRE PROPERTIES INC /MD/                                    2025   05564E10   05564E10
535   GRANT PRIDECO INC                                       133170    38821G10   38821G10
536   URS CORP                                                  10813   90323610   90323610
537   UTSTARCOM INC                                           132525    91807610   91807610
538   BLUE RIDGE REAL ESTATE CO                                  2277   09600510   09600510
539   FULLER H B CO                                  4926   35969410   35969410
540   INGLES MARKETS INC -CL A                      12972   45703010   45703010
541   SPECIAL DEVICES INC                           24384              84799Y92
542   PEMSTAR INC                                  138610   70655210   70655210
543   R F INDUSTRIES LTD                             2829   74955210   74955210
544   NAVISTAR FINANCIAL CORP                        6082   63890200   63890200
545   QUALITY DINING INC                            29818   74756P10   74756P10
546   SCIENTIFIC LEARNING CORP                     113371   80876010   80876010
547   TICKETS COM INC                              125978   88633M20   88633M20
548   VERSANT CORP                                  63281   92528410   92528410
549   WEBMETHODS INC                               130049   94768C10   94768C10
550   MSC SOFTWARE CORP                              6922   55353110   55353110
551   RITA MEDICAL SYSTEMS INC                     138129   76774E10   76774E10
552   SONOSITE INC                                  66728   83568G10   83568G10
553   TALK AMERICA HOLDINGS INC                     61335   87426R20   87426R20
554   DESIGN WITHIN REACH INC                      264709              25055710
555   GENIO GROUP, INC.
556   PLANETLINK COMMUNICATIONS INC
557   ICF Corp / COMC Inc
558   OPTA / LOTUS PACIFIC INC                      62032   54571410   54571410
559   RASER TECHNOLOGIES INC
560   UNIZAN FINANCIAL CORP                         28200   91528W10   91528W10
561   MAXTOR CORP                                    7123   57772920   57772920
562   PC TEL INC                                   125014   69325Q10   69325Q10
563   PRE PAID LEGAL SERVICES INC                    8716   74006510   74006510
564   SYSTEMAX INC                                  60931   87185110   87185110
565   UniMark Group                                 30600   90478910   90478910
566   ERIE FAMILY LIFE INS CO                       18012   29524210   29524210
567   INSTEEL INDUSTRIES                             4498   45774W10   45774W10
568   DURAVEST INC                                 106716   26658510   26658510
569   GORMAN RUPP CO                                 5237   38308210   38308210
570   COMPUTER TASK GROUP INC                        3342   20547710   20547710
571   HSBC Finance Corp / HOUSEHOLD INTERNATIONAL INC5735   44181510   44181510
572   RETEK INC                                    126599   76128Q10   76128Q10
573   DIMON INC / Alliance One                       3937   25439410   01877210
574   INTERNAP NETWORK SERVICES CORP               124358   45885A10   45885A10
575   NATIONAL RV HOLDINGS INC                      28947   63727710   63727710
576   NEKTAR THERAPEUTICS                           30137   64026810   64026810
577   CDI CORP                                       2538   12507110   12507110
578   MEDISCIENCE TECHNOLOGY CORP                    7243   58590110   58590110
579   VIISAGE TECHNOLOGY INC                        63959   92675K10   92675K10
580   BIOSCRIP INC / formerly: MIM CORP             63490   55304410   09069N10
581   FRIENDLY ICE CREAM CORP                       66004   35849710   35849710
582   INTERNET SECURITY SYSTEMS INC/GA             106900   46060X10   46060X10
583   CINGULAR WIRELESS LLC                        152670   17248R93   17248R93
584   CIT GROUP INC / Tyco                             149738 12558110     12558110
585   EMBARCADERO TECHNOLOGIES INC                     134447 29078710     29078710
586   WHOLE FOODS MARKET INC                             24893 96683710    96683710
587   HARLEYSVILLE NATIONAL CORP                         16956 41285010    41285010
588   NET2PHONE INC                                    122358 64108N10     64108N10
589   TALBOTS INC                                        29264 87416110    87416110
590   CHIRON CORP                                         3011 17004010    17004010
591   CREDIT ACCEPTANCE CORPORATION                      25339 22531010    22531010
592   REV HOLDINGS INC                                 123754 76199Y94     76199Y94
593   LINENS N THINGS INC                                64048 53567910    53567910
594   MANHATTAN ASSOCIATES INC                         109826 56275010     56275010
595   NORTH AMERICAN SCIENTIFIC INC                      25033 65715D10    65715D10
596   PENN VIRGINIA CORP                                  8440 70788210    70788210
597   POPE & TALBOT INC /DE/                              8675 73282710    73282710
598   SERVICE CORPORATION INTERNATIONAL                   9611 81756510    81756510
599   USEC INC                                         112759 90333E10     90333E10
600   ATS MEDICAL INC                                    22308 00208310    00208310
601   DENNYS CORP                                        19398 24869P10    24869P10
602   FLAGSTAR BANCORP INC                               64699 33793010    33793010
603   MID PENN BANCORP INC                               66288 59540G10    59540G10
604   MIDWEST BANC HLDGS INC                             61229 59825110    59825110
605   NABI BIOPHARMACEUTICALS                             7936 62951910    62951910
606   UNITED RENTALS INC /DE                             66065 91136310    91136310
607   VINTAGE PETROLEUM INC                              22974 92746010    92746010
608   ACTIVE POWER INC                                 138601 00504W10 00504W10
609   ALDERWOODS GROUP INC                               15173 01438310    01438310
610   AMCOL INTERNATIONAL CORP                           14182 02341W10 02341W10
611                                                        US Airways in
      AMERICA WEST AIRLINES INC / holdings --> merged with1382 02365720200502365720
612   CARDINAL FINANCIAL CORP                          112626 14149F10     14149F10
613   CENTRAL EUROPEAN MEDIA ENTERPRISES LTD             30778 G2004520    G2004520
614   EMBREX INC                                         24662 29081710    29081710
615   IDX SYSTEMS CORP                                   61566 44949110    44949110
616   MAGNA ENTERTAINMENT CORP                         130764 55921110     55921110
617   MARLIN BUSINESS SERVICES CORP                    156157 57115710     57115710
618   MODTECH HOLDINGS INC                               22810 60783C10    60783C10
619   PIXELWORKS INC                                   135044 72581M10     72581M10
620   PLANGRAPHICS INC                                   15409 72705C10    72705C10
621   RADIOLOGIX INC                                     65803 75040K10    75040K10
622   SENSIENT TECHNOLOGIES CORP                         11012 81725T10    81725T10
623   SEQUA CORP /DE/                                    10150 81732010    81732010
624   TERAYON COMMUN SYSTEMS INC                       113425 88077510     88077510
625   US UNWIRED INC                                   135669 90338R10     90338R10
626   VISHAY INTERTECHNOLOGY INC                         11191 92829810    92829810
627   WYNDHAM INTERNATIONAL INC                          61352 98310110    98310110
628   YORK WATER CO                                      11657 98718410    98718410
629   AAON INC                                    21542   00036020   00036020
630   ALCAN INC                                    1243   01371610   01371610
631   APOLLO GOLD CORP                           149437   03761E10   03761E10
632   ASIAINFO HOLDINGS INC                      132518   04518A10   04518A10
633   BOWNE & CO INC                               2346   10304310   10304310
634   BRUKER BIOSCIENCES CORP                    138483   11679410   11679410
635   CAREER EDUCATION CORP                       66379   14166510   14166510
636   CASTLE (A M) & CO                            2811   14841110   14841110
637   CHARTERMAC                                  65621   16090810   16090810
638   CHEMTURA / CROMPTON CORP                     3607   22711610   22711610
639   CNET NETWORKS INC                           63194   12613R10   12613R10
640   COSI Inc.                                  148249   22122P10   22122P10
641   CRESCENT REAL ESTATE EQUITIES CO            30117   22575610   22575610
642   DENDREON CORP                              136884   24823Q10   24823Q10
643   DIGITAL INSIGHT CORP                       124435   25385P10   25385P10
644   EDGE PETROLEUM CORP                         64535   27986210   27986210
645   EPICOR SOFTWARE CORP                        25859   29426L10   29426L10
646   FIRST CITIZENS BANC CORP                    21593   31945920   31945920
647   FUEL TECH N V                               28819   35952310   35952310
648   GENERAL CABLE CORP /DE/                     25405   36930010   36930010
649   GEVITY HR INC                               64994   37439310   37439310
650   HARRIS & HARRIS GROUP INC /NY/             139201   41383310   41383310
651   HARVARD BIOSCIENCE INC                     141469   41690610   41690610
652   I FLOW CORP /DE/                            20296   44952030   44952030
653   INFOUSA INC                                 24934   45681830   45681830
654   INTERMUNE INC                              133246   45884X10   45884X10
655   INTERPLAY ENTERTAINMENT CORP               111205   46061510   46061510
656   LEXAR MEDIA INC                            138843   52886P10   52886P10
657   LSI LOGIC CORP                               6529   50216110   50216110
658   Main Street Banks, Inc.                     63486   56034R10   56034R10
659   MIVA INC                                    62388   31779410   55311R10
660   NATIONAL PENN BANCSHARES INC                17070   63713810   63713810
661   OFFICEMAX INC / used to be Boise Cascade     2290   09738310   67622P10
662   OMNICELL INC                               142956   68213N10   68213N10
663   OPENTV CORP                                126734   G6754310   G6754310
664   PRG SCHULTZ INTERNATIONAL INC               62494   69357C10   69357C10
665   RAMTRON INTERNATIONAL CORP                  28206   75190730   75190730
666   ROYAL BANCSHARES/PA -CL A                   17168   78008110   78008110
667   SEQUENOM INC                               128663   81733710   81733710
668   SPECTRASITE INC                            123500   84761M10   84761M10
669   STERLING BANCORP                            10063   85915810   85915810
670   SUPPORTSOFT INC                            133825   86858710   86858710
671   TARRAGON CORP                                3407   87628710   87628710
672   TECUMSEH PRODUCTS CO                        10386   87889520   87889520
673   WILSON BANK HOLDING CO
674   ACCESSITY CORP / Pacific Ethanol                  21598   00433F20   00433F20
675   CACHE INC                                          2595   12715030   12715030
676   CENTRAL FREIGHT LINES INC                          2855              15348710
677   CHURCHILL DOWNS INC                                3028   17148410   17148410
678   COLLINS & AIKMAN CORP                             30644   19483020   19483020
679   CT COMMUNICATIONS INC /NC                          3376   12642640   12642640
680   GSE SYSTEMS INC                                   61077   36227K10   36227K10
681   LEE ENTERPRISES, INC                               6639   52376810   52376810
682   LITTELFUSE INC /DE                                25747   53700810   53700810
683   MILACRON INC                                       3041   59870910   59870910
684   NORTHEAST UTILITIES                                7970   66439710   66439710
685   PULITZER INC                                      12827   74576910   74576910
686   RTI INTERNATIONAL METALS INC                      16650   74973W10   74973W10
687   SEACOAST BANKING CORP OF FLORIDA                  17184   81170730   81170730
688   UCBH HOLDINGS INC                               115566    90262T30   90262T30
689   AMERIPATH INC
690   biolase                                           23291   09091110   09091110
691   NETSMART TECHNOLOGIES INC                         63474   64114W30   64114W30
692   OILGEAR CO                                         8109   67804210   67804210
693   BAKERS FOOTWEAR GROUP INC                       148224    05746510   05746510
694   CEC ENTERTAINMENT INC                             15092   12513710   12513710
695   CELGENE CORP                                      13599   15102010   15102010
696   DANIELSON HOLDING CORP                            23485   23627410   23627410
697   DRESS BARN INC                                     4072   26157010   26157010
698   HERTZ CORP                                         5600   42804096   42804096
699   MOUNTAIN BANK HOLDING CO
700   NDCHEALTH CORP                                     7723   63948010   63948010
701   SKYLINE CORP                                       9761   83083010   83083010
702   CARRIER ACCESS CORP                             112874    14446010   14446010
703   POWERHOUSE TECHNOLOGIES INC                       24345              73932310
704   SIRF TECHNOLOGY HLDGS INC                       158740    82967H10   82967H10
705                                                     20976
      WEIDA COMMUNICATIONS, INC. / was laser recording system              51791610
706   CENTER FINANCIAL CORP                             63166   15146E10   15146E10
707   DATASTREAM SYSTEMS INC                            31660   23812410   23812410
708   GARDENBURGER INC                                  25362   36547610   36547610
709   CONAGRA FOODS INC /DE/                             3362   20588710   20588710
710   Electronic Data Systems Corp                       5074   28566110   28566110
711   IRONSTONE GROUP INC                             114057    46322820   46322820
712   ATMEL CORP                                        23767   04951310   04951310
713   BRITESMILE INC                                    21673   11041520   11041520
714   KOPIN CORP                                        25166   50060010   50060010
715   OAK HILL FINANCIAL INC                            61688   67133710   67133710
716   TASTY BAKING CO                                   10345   87655330   87655330
717   USI HOLDINGS CORP                               148475    90333H10   90333H10
718   AIRNET COMMUNICATIONS CORP                      127174    00941P10   00941P40
719   EMERGE INTERACTIVE INC                        129118 29088W10 29088W10
720   FIRST INDUSTRIAL REALTY TRUST INC              30384 32054K10 32054K10
721                                                  65128 89150E10 35132110
      FOX & HOUND RESTAURANT GROUP / was TOTAL ENTERTAINMENT RESTAURANT CORP
722   O CHARLEYS INC                                 22829 67082310 67082310
723   PATHMARK STORES INC                            29846 70322A10 70322A10
724   SPECTRE GAMING INC                             31754 84761G10 84761G10
725   BLOCKBUSTER INC                               122514 09367910 09367910
726   BUILD A BEAR WORKSHOP INC                     161055          12007610
727   CHORDIANT SOFTWARE INC                        130040 17040410 17040410
728   CRESCENT FINANCE CO                           122515 22574410 22574410
729   CROWN CASTLE INTERNATIONAL CORP               113490 22822710 22822710
730   FBO Air / Shadows Bend Development
731                                                 127314 INC
      GREEN MOUNTAIN CAPITAL INC / formerly: ARS NETWORKS 00204H30  39312010
732   GREEN MOUNTAIN POWER CORP                       5330 39315410 39315410
733   HMP Equity Holdings CORP
734   IOMEGA CORP                                     6169 46203030 46203030
735   LEAPFROG ENTERPRISES INC                      148410 52186N10 52186N10
736   LUBYS INC                                       6831 54928210 54928210
737   SOLECTRON CORP                                 17110 83418210 83418210
738   TRANSMETA CORP                                141044 89376R10 89376R10
739   AES CORP                                       24216 00130H10 00130H10
740   AMERICAN PHYSICIANS CAPITAL INC               141497 02888410 02888410
741   AMERICAN TOWER CORP /MA/                      105365 02991220 02991220
742   AMICAS INC / Vitalworks                        65072 92848310 00171210
743   AMISTAR CORP                                    1606 03153510 03153510
744   AUTOBYTEL INC                                 119173 05275N10 05275N10
745   BRIGHT HORIZONS FAMILY SOLUT                   65275 10919510 10919510
746   CBRL GROUP INC                                  3570 12489V10 12489V10
747   Fiberstars                                     30614 31566210 31566210
748   HARTMARX CORP/DE                                5505 41711910 41711910
749   JOY GLOBAL INC                                 13003 48116510 48116510
750   LINDSAY MANUFACTURING CO                       14954 53555510 53555510
751   NAVIGANT INTERNATIONAL INC                    111490 63935R10 63935R10
752   PACIFIC CAPITAL BANCORP                        23553 69404P10 69404P10
753   SPORTS RESORTS INTERNATIONAL, INC.             61793 84918U10 84918U10
754   UNITED MOBILE HOMES INC                        10917 91102410 91102410
755   VIASYSTEMS GROUP INC                          133346 92553H30 92553H30
756   ADVANCED ENERGY INDS INC                       61562 00797310 00797310
757   Advent Software Inc.                           61557 00797410 00797410
758   ALLIED DEFENSE GROUP INC                       13169 01911810 01911810
759   ANNUITY & LIFE RE HOLDINGS LTD                109338 G0391010 G0391010
760   AROTECH CORP                                   29762 04268210 04268210
761   AUDIBLE INC                                   122094 05069A30 05069A30
762   BANK HOLDINGS INC                             161927          88331E10
763   BGF INDUSTRIES INC                            146074 05541693  05541693
764   BOOTS & COOTS INTERNATIONAL WELL CONTROL INC    25655 09946950 09946950
765   BROOKE CORP                                   151222 11250210  11250210
766   CAS MEDICAL SYSTEMS INC                         11805 12476920 12476920
767   CASH SYSTEMS INC                              143285 14756B10  14756B10
768   CASTELLE                                        61752 14790510 14790510
769   CELANESE CORP                                 162254           15087010
770   CEVA INC                                      135788 15721010  15721010
771   CFC INTERNATIONAL INC                           61575 12525210 12525210
772   CITIZENS INC                                    16775 17474010 17474010
773   COMPUDYNE CORP                                   3297 20479530 20479530
774   CRITICAL PATH INC                             119273 22674V50  22674V50
775   CROWLEY MARITIME CORP                           63301          22809010
776   Datajungle / Quad metals
777   DIGITAL GENERATION SYS INC                      62016 25392110 25392110
778   ECOLLEGE COM                                  127436 27887E10  27887E10
779   EGL INC                                         61640 26848410 26848410
780   EMS TECHNOLOGIES INC                             4279 26873N10 26873N10
781                                                   27875 56468210 INC
      EQUITY LIFESTYLE PROPERTIES / was MANUFACTURED HOME CMNTYS 29472R10
782   EUROBANCSHARES INC                            160502           29871610
783   GENLYTE GROUP INC                               14863 37230210 37230210
784   GLOBAL SIGNAL INC                             160596 37944Q10  37944Q10
785   HERITAGE COMMERCE CORP                        109599 42692710  42692710
786   HOLLYWOOD MEDIA CORP                            29165 43623310 43623310
787   HORACE MANN EDUCATORS CORP /DE/                 24678 44032710 44032710
788   HYPERSPACE COMM INC                           160492           44915D10
789   IMPAX LABORATORIES INC                          61745 45256B10 45256B10
790   INTERLINK ELECTRONICS                           28374 45875110 45875110
791   Intervideo                                    146735 46114Y10  46114Y10
792   Intevac, Inc                                    61587 46114810 46114810
793   INVESTOOLS INC                                  66325 46145P10 46145P10
794   IPIX CORP                                     122895 44982L10  44982L10
795                                                   INC
      IVOW INC / formerly: VISTA MEDICAL TECHNOLOGIES 65034 92836930 46589C10
796   IWO HOLDINGS INC                              145916 45071T10  45071T40
797   LINCOLN BANCORP/IN                            117019 53287910  53287910
798   MACROVISION CORP                                64480 55590410 55590410
799   MED-DESIGN CORP                                 60796 58392610 58392610
800   METASOLV INC                                  126597 59139P10  59139P10
801   MILLS CORP                                      30072 60114810 60114810
802   MOTIENT CORP                                    29397 61990830 61990830
803   NARA BANCORP                                    66235 63080P10 63080P10
804   NATCO GROUP INC                               128759 63227W20 63227W20
805   NATIONSRENT INC                               113274 63858810  63858810
806   NATURAL HEALTH TRENDS CORP                      60911 63888P40 63888P40
807   NEW PEOPLES BANKSHARES INC
808   OCTEL CORP                                             110566 67572710 67572710
809   PECO II INC                                            138901 70522110 70522110
810   PERMA FIX ENVIRONMENTAL SERVICES INC                    25979 71415710 71415710
811   PLANET TECHNOLOGIES INC                                 61332 72704410 72704420
812   Ply Gem Industries -- A subsidiary of Ply-Gem Holdings   8647          72941610
813   PRESIDENTIAL LIFE CORP                                  14820 74088410 74088410
814   RAMCO GERSHENSON PROPERTIES TRUST                       15111 75145220 75145220
815   RIVER VALLEY BANCORP                                    64199 76847510 76847510
816   SCIENTIFIC TECHNOLOGIES INC                              3793 80879920 80879920
817   SCM MICROSYSTEMS INC                                    65552 78401810 78401810
818   SEA CONTAINERS LTD -CL A                                 9532 81137170 81137170
819   SILICON STORAGE TECHNOLOGY                              61592 82705710 82705710
820   SKYBRIDGE WIRELESS INC
821   SOLEXA INC                                             163087          83420X10
822   SOURCECORP INC                                          61859 83616710 83616710
823   SOUTHWEST WATER CO                                       9898 84533110 84533110
824   STANDARD MOTOR PRODUCTS INC                             10000 85366610 85366610
825                                                           31095 44546710
      SUPERTEL HOSPITALITY INC / formerly: HUMPHREY HOSPITALITY TRUST86852610 INC
826   SUSQUEHANNA MEDIA CO                                   148329 86913793 86913793
827   TERABEAM, INC. / YDI WIRELESS, INC.                    129120 98421510 98421510
828   TETON ENERGY CORP / TETON PETROLEUM CO                 145109 88162A20 88162A20
829   THERMADYNE HOLDINGS CORP                                30198 88343530 88343530
830   TRI VALLEY CORP                                         22008 89573510 89573510
831   TRUE RELIGION APPAREL INC
832   VALUECLICK INC                                         133547 92046N10 92046N10
833   VISTULA COMMUNICATIONS SERVICES INC
834   VITRIA TECHNOLOGY INC                                  123937 92849Q40 92849Q40
835   WATCHGUARD TECHNOLOGIES INC                            122447 94110510 94110510
836   WIZZARD SOFTWARE CORP                                  127475 97750V10 97750V10
837   WORLDWATER CORP                                         23153 98155N10 98155N10
838   ZILOG INC                                               23700 98952430 98952430
839   ZOMAX INC/MN                                            62804 98992910 98992910
840   ANNTAYLOR STORES CORP                                   21828 03611510 03611510
841   APPLIANCE RECYCLING CTR AMER                            24660 03814F20 03814F20
842   BROWN SHOE CO INC                                        2436 11573610 11573610
843   BURKE MILLS INC                                          2482 12136210 12136210
844   CHEROKEE INTERNATIONAL CORP                            157494 16445010 16445010
845   CROWN MEDIA HOLDINGS INC                               134026 22841110 22841110
846   INTELIDATA TECHNOLOGIES CORP                            31888 45814T10 45814T10
847   MMI PRODUCTS INC                                       117961 55309093 55309093
848   RESOLUTION PERFORMANCE PROD                            153250 76199X94 76199X94
849   SCO GROUP INC                                          133044 78403A10 78403A10
850   T REIT INC
851   WILD OATS MARKETS INC                                   63848 96808B10 96808B10
852   XYBERNAUT CORP                              63339   98414910   98414910
853   CALIFORNIA PIZZA KITCHEN INC               138321   13054D10   13054D10
854   CONTINENTAL MATERIALS CORP                   3465   21161530   21161530
855   FOAMEX INTERNATIONAL INC                    29341   34412310   34412310
856   CHECKERS DRIVE IN RESTAURANTS INC /DE       24671   16280930   16280930
857   IMPCO TECHNOLOGIES INC                      12559   45255W10   45255W10
858   RUBIOS RESTAURANTS                         120557   78116B10   78116B10
859   BIG 5 SPORTING GOODS CORP                  145041   08915P10   08915P10
860   PENN TREATY AMERN CORP                      16986   70787410   70787410
861   TAG-IT PACIFIC INC                          66360   87377410   87377410
862   BORDERS GROUP INC                           31849   09970910   09970910
863   EMRISE CORP / now Microtel International    12621   59514K20   29246J10
864   MCCORMICK & SCHMICKS SEAFOOD               160338              57979310
865   TOO, INC.                                  122778   89033310   89033310
866   DIGIMARC CORP                              127075   25380710   25380710
867   DUANE READE INC                             66367   26357810   26357810
868   IGATE CORP                                  64165   45169U10   45169U10
869   SHARPER IMAGE CORP                          13479   82001310   82001310
870   CROWN RESOURCES CORP                         3625   22856920   22856920
871   DOLLAR GENERAL CORP                          4016   25666910   25666910
872   IGI INC                                      5888   44957510   44957510
873   PETSMART INC                                28648   71676810   71676810
874   BERTUCCIS INC                               24245              08606310
875   COLDWATER CREEK INC                         64304   19306810   19306810
876   Conversion Services / LCS Golf
877   PENNROCK FINANCIAL SERVICES CORP            19158   70835210   70835210
878   ABERCROMBIE & FITCH -CL A                   63643   00289620   00289620
879   AMERICAN HOME MORTGAGE INVESTMENT CORP     124315   02660R10   02660R10
880   AMERN EAGLE OUTFITTERS INC                  30059   02553E10   02553E10
881   BANK JOS A CLOTHIERS INC /DE/               30138   48083810   48083810
882   COMPUTER NETWORK TECH CORP                  12718   20492510   20492510
883   DAVE & BUSTER'S INC                         60923   23833N10   23833N10
884   GENESCO INC                                  5109   37153210   37153210
885   HOT TOPIC INC                               63621   44133910   44133910
886   JO-ANN STORES INC                            4523   47758P30   47758P30
887   SIGMA DESIGNS INC                           12234   82656510   82656510
888   TOYS R US INC                               10639   89233510   89233510
889   24HOLDINGS INC
890   ACT TELECONFERENCING INC                    62649   00095510   00095510
891   AEGIS COMMUNICATIONS GROUP                  13799   00760B10   00760B10
892   AUXILIUM PHARMACEUTICALS INC               160272              05334D10
893   BESTWAY INC                                  1363   08658420   08658420
894   CECO ENVIRONMENTAL CORP                      1050   12514110   12514110
895   CRAY INC                                    61350   22522310   22522310
896   DEVCON INTERNATIONAL CORP                   13311   25158810   25158810
897   DIGITAL VIDEO SYSTEMS INC           62822 25387R40     25387R50
898   GSI GROUP INC /DE                  148250 36229N93     36229N93
899   IWT TESORO CORP
900   KROGER CO                            6502   50104410   50104410
901   MUZAK LLC                          148287   62844K93   62844K93
902   ORIGEN FINANCIAL INC               156176   68619E20   68619E20
903   PENTON MEDIA INC                   113301   70966810   70966810
904   SAKS INC                            13380   79377W10   79377W10
905   UNITED MORTGAGE TRUST
906   WASTE INDUSTRIES USA INC            64902   94105710   94105710
907   BACK YARD BURGERS INC               28501   05635W10   05635W10
908   CENTURY CASINOS INC                 29151   15649210   15649210
909   CSK AUTO CORP                       66646   12596510   12596510
910   MACROMEDIA INC                      29381   55610010   55610010
911   OMNI ENERGY SERVICES CORP           65973   68210T20   68210T20
912   P F CHANGS CHINA BISTRO INC        116503   69333Y10   69333Y10
913   ROWE COMPANIES                       9259   77952810   77952810
914   HAYES LEMMERZ INTERNATIONAL INC     26019   42078130   42078130
915   HIBBETT SPORTING GOODS INC          63763   42856510   42856510
916   WIDEPOINT CORP                      62057   96759010   96759010
917   AMPEX CORP/DE -CL A                 25554   03209230   03209230
918   BLUE RIVER BANCSHARES INC          111960   09602P10   09602P10
919   BUCKLE INC                          25234   11844010   11844010
920   ARGONAUT TECHNOLOGIES INC          137801   04017510   04017510
921   CIRCOR INTERNATIONAL INC           124775   17273K10   17273K10
922   DORAL FINANCIAL CORP                15261   25811P10   25811P10
923   TRACTOR SUPPLY CO /DE/              29736   89235610   89235610
924   ALTEON INC /DE                      24648   02144G10   02144G10
925   DIGIRAD CORP                       145080              25382710
926   GYMBOREE CORP                       28018   40377710   40377710
927   WEIS MARKETS INC                    11343   94884910   94884910
928   CONSOLIDATED WATER CO INC           62618   G2377310   G2377310
929   INTERLEUKIN GENETICS INC            65930   45873810   45873810
930   AIRSPAN NETWORKS INC               137861   00950H10   00950H10
931   BRADLEY PHARMACEUTICALS INC         24689   10457610   10457610
932   NNN 2002 VALUE FUND LLC
933   SMITH & WOLLENSKY RSTRNT GRP       143754   83175810   83175810
934   NEOMAGIC CORP                       64485   64049710   64049710
935   STAGE STORES INC                    63874   85254C30   85254C30
936   UNITEDGLOBALCOM INC                 28637   91324750   91324750
937   ALLIANCE SEMICONDUCTOR CORP /DE/    29323   01877H10   01877H10
938   BOMBAY CO INC                       10331   09792410   09792410
939   COLUMBIA LABORATORIES INC           14597   19777910   19777910
940   FARMERS NATL BANC CORP/OH           29855   30962710   30962710
941   GASCO ENERGY INC                   139225   36722010   36722010
942   GOTTSCHALKS INC                                    12122   38348510   38348510
943   GP STRATEGIES CP                                    7759   36225V10   36225V10
944   HLI OPERATING CO INC
945   INDUSTRIAL MINERALS INC/DE                        108853   45626120   45626130
946   INTEGRITY FINANCIAL CORP                           61816   45820M10   45820M10
947   PETCO ANIMAL SUPPLIES INC                          29909   71601620   71601620
948   R&G FINANCIAL CORP                                 63518   74913610   74913610
949   VIRBAC CORP                                        30451   92764910   92764910
950   WET SEAL INC -CL A                                 22612   96184010   96184010
951   ACNB CORP                                          17173   00086810   00086810
952   AMERICAN INTERNATIONAL GROUP INC                    1487   02687410   02687410
953   CARMIKE CINEMAS INC                                12669   14343640   14343640
954   CARRIZO OIL & GAS INC                              65220   14457710   14457710
955   EARTHSHELL CORP                                   106228   27032B20   27032B20
956   EQUINOX HOLDINGS INC
957   FRANKLIN FINANCIAL SVCS CORP                       18385   35352510   35352510
958   JUNIATA VALLEY FINANCIAL CORP
959   MYERS INDUSTRIES INC                                7636   62846410   62846410
960   NTN COMMUNICATIONS INC                             21232   62941030   62941030
961   PDG ENVIRONMENTAL INC                              12444   69328310   69328310
962   PRICE COMMUNICATIONS CORP                           8745   74143730   74143730
963   SUN LIFE INSURANCE & ANNUITY CO OF NEW YORK
964   VERITAS DGC INC                                     3949   92343P10   92343P10
965   ASI TECHNOLOGY CORP
966   CHAMPPS ENTERTAINMENT INC                          29957              15878410
967   POMEROY IT SOLUTIONS INC                           25132   73182210   73182210
968   APPLIED IMAGING CORP                               63945   03820G10   03820G20
969   GENERAL ELECTRIC CO                                 5047   36960410   36960410
970   GREAT ATLANTIC & PACIFIC TEA CO INC                 5301   39006410   39006410
971   BRIGHTPOINT INC                                    30006   10947340   10947340
972   CNA FINANCIAL CORP                                  2558   12611710   12611710
973   IDENTIX INC                                        11720   45190610   45190610
974   MECHANICAL TECHNOLOGY INC                           7183   58353810   58353810
975   NL Industries Inc                                   7658   62915640   62915640
976   SEMCO ENERGY INC                                    9841   78412D10   78412D10
977   AMERICAN ITALIAN PASTA CO                          65570   02707010   02707010
978                                                      66245
      CHINA MOBILITY SOLUTIONS, INC. (formerly Xin Net Corp.)    98413G10   1694EP10
979   CHRISTOPHER & BANKS CORP                           25108   17104610   17104610
980   VIASAT INC                                         64088   92552V10   92552V10
981   Amkor Technology Inc.                             110039   03165210   03165210
982   OUTDOOR CHANNEL HLDGS INC                          18560   69002710   69002720
983   PROXYMED INC /FT LAUDERDALE/                       28699   74429030   74429030
984   QUANTA CAPITAL HOLDINGS LTD                       155701   G7313F10   G7313F10
985   EN POINTE TECHNOLOGIES INC                         62811   29247F10   29247F10
986   LEAP WIRELESS INTL INC                            114484   52186310   52186330
987   MANUGISTICS GROUP, INC.                            28744   56501110   56501110
988    MK RESOURCES CO / was MK Gold                     29406   55305P10   55311Y10
989    NGP Capital Resources CO
990    RADIATION THERAPY SVCS INC                       265008              75032320
991    CAREY W P & CO LLC                                66354   92930Y10   92930Y10
992    OPPENHEIMER HOLDINGS INC                          13453   68379710   68379710
993    WILLBROS GROUP INC                                63495   96919910   96919910
994    SRS LABS INC                                      63462   78464M10   78464M10
995    VICORP RESTAURANTS INC                            11162   92581710   92581710
996    American Equity Investment Life Holding          156383   02567620   02567620
997    Ennis, Inc.                                        4390   29338910   29338910
998    NEW YORK REGIONAL RAIL CORP                       63142   64976810   64976810
999    DIVERSIFIED REALTY INC
1000   TASER INTERNATIONAL INC                          143912   87651B10   87651B10
1001   ZOLTEK COMPANIES INC                              25918   98975W10   98975W10
1002   CALL NOW INC                                      31339   13100420   13100420
1003   LONGVIEW FIBRE CO                                  6803   54321310   54321310
1004   TRIKON TECHNOLOGIES INC / Aviza Technology        61257   89618740   89618740
1005   TARRANT APPAREL GROUP                             61060   87628910   87628910
1006   AMPCO-PITTSBURGH CORP                              1613   03203710   03203710
1007   AMERICAN SOUTHWEST HOLDINGS INC
1008   Cell Wireless CORP
1009   VORNADO REALTY TRUST                              11220   92904210   92904210
1010   CHILDRENS INTERNET INC
1011   KAIRE HOLDINGS INC xxx get earlier filing         22199   48300320   48300320
1012   PLATO LEARNING INC                                26044   72764Y10   72764Y10
1013   WORLDWIDE RESTAURANT CONCEPT                      23769   98160A10   98160A10
1014   MOTORCAR PARTS OF AMER INC                        29930   62007110   62007110
1015   SILICON IMAGE INC                                124599   82705T10   82705T10
1016   INDUS INTERNATIONAL INC                           62285   45578L10   45578L10
1017   INTEGRATED ALARM SVCS GROUP                      151404   45890M10   45890M10
1018   ABAXIS INC                                        24888   00256710   00256710
1019   LML PAYMENT SYSTEMS INC                           12824   50208P10   50208P10
1020   METALLURG HOLDINGS INC -- Parent of Metallurg Inc 65799   59126110   59126110
1021   NAVARRE CORP                                      29433   63920810   63920810
1022   SENECA FOODS CORP /NY/                             8582   81707010   81707010
1023   STRATEX NETWORKS INC                              13329   86279T10   86279T10
1024   SUNBURST ACQUISITIONS IV INC
1025   DANKA BUSINESS SYSTEMS PLC                       102617   23627710   23627710
1026   Daybreak Mines / Daybreak Oil and Gas
1027   QEP CO INC                                        63593   74727K10   74727K10
1028   Sound Revolution
1029   AGILYSYS INC                                       8599   00847J10   00847J10
1030   IMAGISTICS INTERNATIONAL INC                     146036   45247T10   45247T10
1031   Remote MDX
1032   AMERICAN SCIENCE ENGINEERING                       1554   02942910   02942910
1033   VIDEO DISPLAY CORP                          11169 92655510      92655510
1034   IROQUOIS GAS TRANSMISSION SYSTEM LP
1035   SUPERCLICK INC                              141005   86804U10   86804U10
1036   CAMINOSOFT CORP                              29139   13376510   13376510
1037   BENIHANA INC -CL A                            2163   08204720   08204720
1038   INTERMET CORP                                 6044   45881K10   45881K10
1039   NEW ENGLAND POWER CO                          7839   64418800   64418800
1040   SPORTSMANS GUIDE INC                         12222   84890720   84890720
1041   HAVERTY FURNITURE                             5523   41959610   41959610
1042   HEALTHSOUTH CORP                             12589   42192410   42192410
1043   Bonanza gold
1044   EXIDE TECHNOLOGIES                          13634 30205120      30205120
1045   MONTGOMERY REALTY GROUP INC
1046   OCCAM NETWORKS INC/DE                       137130   67457P10   67457P10
1047   ROCKWOOD HOLDINGS INC-REDH                  162957              77199Y93
1048   AMERICAN MEDIA OPERATIONS                   259837              02744R99
1049   BMC Software                                 14650   05592110   05592110
1050   CAPSTONE TURBINE CORP                       137373   14067D10   14067D10
1051   COMPUTER ASSOCIATES INT. INC                  3310   20491210   20491210
1052   ELDORADO ARTESIAN SPRNGS INC                106254   28468C20   28468C20
1053   EPLUS INC                                    63986   29426810   29426810
1054   NBC ACQUISITION CORP                        152689   62899X95   62899Y95
1055   SELECTICA INC                               132644   81628810   81628810
1056   SONIC SOLUTIONS                              29709   83546010   83546010
1057   SPORT CHALET INC                             25946   84916310   84916310
1058   UROPLASTY INC                                65218   91727720   91727720
1059   ANCHOR BANCORP WISCONSIN INC                 25570   03283910   03283910
1060   ATLAS AIR WORLDWIDE HLDG INC                 61155   04916410   04916420
1061   DELPHI CORP                                 118122   24712610   24712610
1062   HAWKINS INC                                   5530   42026110   42026110
1063   Patron Systems Inc / Combined Prof. Svcs.
1064   POLO RALPH LAUREN CORP                      64891 73157210      73157210
1065   I/OMAGIC CORP                               62597 44979330      44979330
1066   SECURITY CAPITAL CORP/DE/                   29529               81413310
1067   COLORADO WYOMING RESERVE CO                  9505 19691010      19691010
1068   Icop Digital / Vista Exploration
1069   IKON OFFICE SOLUTIONS                        1246 45171310      45171310
1070   INFORM WORLDWIDE HOLDINGS INC
1071   Narrowstep
1072   Adzone
1073   Link Plus Corp
1074   Americas Carmart                            13602 03062T10      03062T10
1075   DREAMS INC                                  13505 26198310      26198310
1076   FIREARMS TRAINING SYS -CL A                 64060 31812010      31812010
1077   ROANOKE TECHNOLOGY CORP
1078   Statmon Tech / Viable Resources Inc                     11153                   92552310
1079   AGL RESOURCES INC                                         1837 00120410         00120410
1080   Apache Motor Corp / Transnational Automotive Group, Inc.
1081   Imagenetix
1082   CONTINENTAL AIRLINES INC                                10484 21079530          21079530
1083   CPAC INC                                                  2561 12614510         12614510
1084   ENTRADA NETWORKS INC                                    61531 29382Y10          29382Y10
1085   HARBOR GLOBAL CO LTD                                   140916 G4285W10 G4285W10
1086   JOHNSON CONTROLS INC                                      6268 47836610         47836610
1087                                                          111406 01072Q10
       SecureLogic Corp / formerly: ALADDIN SYSTEMS HOLDINGS INC                       81372Q10
1088   TWIN DISC INC                                           10777 90147610          90147610
1089   ADVANCED TECH INDUSTRIES                                66019 00759X10          00759X10
1090   BUCA INC                                               119893 11776910          11776910
1091   Cell Power Tech / E the Movie Network
1092   Fashion House Holdings / TDI Holdings
1093   AMERICAN LOCKER GROUP INC                                 1496 02728410         02728410
1094   CARROLS CORP                                              2791 14574400         14574400
1095                                                           15524                   15642B10
       Centurion Gold Hldgs / Golf Product Technologies --> centurion gold ltd is wholly owned sub
1096   FINISAR CORP                                           126417 31787A10          31787A10
1097   GATEWAY ENERGY CORP                                     61236 36760030          36760030
1098   MILASTAR CORP                                             7390 59910010         59910010
1099   NEW BRUNSWICK SCIENTIFIC INC                              7828 64287610         64287610
1100   NEXTPHASE WIRELESS / Edison Renewables
1101   CORVEL CORP                                             24225 22100610          22100610
1102   SYBRON DENTAL SPECIALTIES INC                          141321 87114210          87114210
1103   COLLINS INDUSTRIES INC                                    3178 19485810         19485810
1104   H&R BLOCK INC                                             2269 09367110         09367110
1105   UIL HOLDINGS CORP                                       10905 90274810          90274810
1106   SCICLONE PHARMACEUTICALS INC                            25047 80862K10          80862K10
1107   ANCHOR GLASS CONTAINER CORP /NEW                        12246 03304B30          03304B30
1108   GRAPHIC PACKAGING CORP                                  13325                   38868410
1109   LEINER HEALTH PRODUCTS INC                             124555 52536P93          52536P93
1110   Liberty Global, Inc.                                   160549                   53055510
1111   DIEBOLD INC                                               3946 25365110         25365110
1112   DELTIC TIMBER CORP                                      64135 24785010          24785010
1113   INPUT OUTPUT INC                                        23810 45765210          45765210
1114   INTERNATIONAL LEASE FINANCE CORP                          6089 45974500         45974500
1115   KINTERA INC                                            156615                   49720P50
1116   SMITH & WESSON HOLDING CORP                            115757 83175610          83175610
1117   TRANSCONTINENTAL GAS PIPE LINE CORP                     10678 89357000          89357000
1118   TRANSTECHNOLOGY CORP                                    10692 89388910          89388910
1119   ALLIANCE RESOURCE PARTNERS LP                          122915 01877R10          01877R10
1120   ASSOCIATED BANC-CORP                                    11842 04548710          04548710
1121   SoftBrands, Inc.
1122   MATRIX SERVICE CO                                       23195 57685310          57685310
1123   CHESAPEAKE CORP /VA/                                      2982 16515910         16515910
1124   CLEARONE COMMUNICATIONS INC                             18549 18506010          18506010
1125   INCOME OPPORTUNITY REALTY INVESTORS INC /TX/12956 45292610                      45292610
1126   Norcraft Holdings, L.P.
1127   GLENBOROUGH REALTY TRUST INC               61941 37803P10    37803P10
1128   ONLINE RESOURCES CORP                     121080 68273G10    68273G10
1129   AMCON DISTRIBUTING CO                      61122 02341Q20    02341Q20
1130   HOME PRODUCTS INTERNATIONAL INC            14883 43730510    43730510
1131   TASKER CAPITAL CORP                       146204 87652D10    87652D10
1132   HILLMAN COMPANIES INC
1133   IMPERIAL PETROLEUM INC
1134   Standard Aero Holdings Inc.
1135   BEIJING MED PHARM CORP
1136   INTRICON CORP / was Selas Corp of America   9590 81611910    46121H10
1137   KANA SOFTWARE INC                         123998 48360030    48360030
1138   MERCURY INTERACTIVE CORP                   29095 58940510    58940510
1139   ARDENT HEALTH SERVICES LLC
1140   PANTRY INC                                 31392 69865710    69865710
1141   SYCAMORE NETWORKS INC                     125360 87120610    87120610
1142   MERITAGE HOSPITALITY GROUP INC             13759 59000K10    59000K10
1143   PERRIGO CO                                 24782 71429010    71429010
1144   MGP INGREDIENTS INC                        14891 55302G10    55302G10
1145   STEWART ENTERPRISES INC                    24538 86037010    86037010
1146   BULL RUN CORP                              12702 12018220    12018220
1147   CORINTHIAN COLLEGES INC                   118121 21886810    21886810
1148   QUIXOTE CORP                                8881 74905610    74905610
1149   SUN MICROSYSTEMS, INC.                     12136 86681010    86681010
1150   VESTIN FUND I LLC / VESTIN GROUP          123807 92548910    92548930
1151   ANZA CAPITAL INC                           65229 03735830    03735830
1152   ATLANTIC COAST ENTERTAINMENT HOLDINGS INC
1153   IMMUCOR INC                                11914 45252610    45252610
1154   PARTY CITY CORP                            62491 70214510    70214510
1155   PERICOM SEMICONDUCTOR CORP                 65739 71383110    71383110
1156   UNITED FINANCIAL INC                       17251             91031510
1157   MQ ASSOCIATES INC                         160533             55399Y93
1158   INTERNATIONAL SPORTS & MEDIA GROUP INC
1159   STRATEGY INTERNATIONAL INSURANCE GROUP INC / CI SELL CARS INC
1160   TALEO CORP / RECRUITSOFT INC
1161   TIGER TELEMATICS INC                      126029 88673X10    88673X20
1162   DIEDRICH COFFEE INC                        63572 25367520    25367520
1163   ENERGY & ENGINE TECHNOLOGY CORP           142715 29267D10    29267D10
1164   GoRemote Internet Communications, Inc.    127438 38285910    38285910
1165   MICROISLET INC                            141196 59507Q10    59507Q10
1166   AVANEX CORP                               129467 05348W10 05348W10
1167   PEERLESS MANUFACTURING CO                   8423 70551410    70551410
1168   UROLOGIX INC                               62954 91727310    91727310
1169   OSI SYSTEMS INC                            65607 67104410    67104410
1170   VA SOFTWARE CORP                          127282 91819B10    91819B10
1171   IGIA, Inc.
1172   JDS UNIPHASE CORP /CA/                     29241 46612J10    46612J10
1173   SALTON INC                                 24537 79575710    79575710
1174   STEPHAN CO                                 22496 85860310    85860310
1175   TRC COMPANIES INC /DE/                     10297 87262510    87262510
1176   VTEX ENERGY INC
1177   MOTHERS WORK INC                           27936 61990310    61990310
1178   MPW INDUSTRIAL SERVICES GROUP INC          65948 55344410      55344410
1179   YOUTHSTREAM MEDIA NETWORKS INC             62582 98781910      98781910
1180   Affinia Group Intermediate Holdings Inc.
1181   CAP ROCK ENERGY CORP                       147599   13910R10   13910R10
1182   CEDRIC KUSHNER PROMOTIONS INC              119157   15080810   15080820
1183   GALAXY NUTRITIONAL FOODS INC                13864   36317Q10   36317Q10
1184   TEXAS UNITED BANCSHARES INC                115814   88283810   88283810
1185   XSTREAM BEVERAGE NETWORK, INC.             114225   98415K10   98415K20
1186   AMERICAN SOFTWARE INC                        1562   02968310   02968310
1187   DIONEX CORP /DE                              3971   25454610   25454610
1188   FOUNTAIN POWERBOAT INDUSTRIES INC           12877   35075530   35075530
1189   ARTISOFT INC                                24489   04314L20   04314L20
1190   IMPLANT SCIENCES CORP                      122034   45320R10   45320R10
1191   AHPC Holdings, Inc.                         14886   00130310   00130310
1192   BSI2000 INC                                134867   05569W10   05569W10
1193   DANA CORP                                    3734   23581110   23581110
1194   IDT CORP                                    62396   44894710   44894730
1195   ELEC COMMUNICATIONS CORP                     9748   28473910   28473910
1196   MATRIXONE INC                              132405   57685P30   57685P30
1197   COLLECTIBLE CONCEPTS GROUP INC
1198   LEGAL ACCESS TECHNOLOGIES INC               62703   52464H10   52464H20
1199   SECURED SERVICES INC                        24865   81371810   81371810
1200   LENNAR CORP /NEW/                            6669   52605710   52605710
1201   BOOKS A MILLION INC                         25896   09857010   09857010
1202   JETBLUE AIRWAYS CORP                       147305   47714310   47714310
1203   VALIDIAN CORP
1204   HANOVER DIRECT INC                           5711   41078310   41078330
1205   GENERAL KINETICS INC                         5065   37017210   37017210
1206   NUWAVE TECHNOLOGIES INC                     63106   67065M20   67065M20
1207   PROSPERITY BANCSHARES INC                  115876   74360610   74360610
1208   CIB MARINE BANCSHARES INC
1209   HOKU SCIENTIFIC INC                        163975              43471210
1210   MILLER PETROLEUM INC
Filing_Date   Initial Disclosure
20020802      Management has identified numerous critical issues which may                    require resolution prior to the
20020819      The Company has failed to disclose reportable events relating to material weaknesses and reportable con
20020827      The second letter from Tanner + Co. identifies reportable conditionsand material weaknesses in connec
20020926       In the past we encountered significant customer billing and process issues, and financial reporting difficul
20020927      In particular, Ernst & Young LLP identified material weaknesses at theCompany's former United CreditSer
20020930      During the two fiscal years ended December 31, 2001 and through September 18, 2002, the date of dismi
20021007      In connection with the audit of the Company's consolidated financialstatements for the year ended Dec
20021010      Following the Company's decision to restate its financial results, our independent auditors issued a letter t
20021011      During the course of their review of the financial information included in this Quarterly Report on Form 10-
20021101      In February 2002, PricewaterhouseCoopers LLP reported a material weakness in internal controls related
20021126      In connection with their audits of the Registrant’s consolidated financial statements for the years ended De
20021216      In the Notification Letter, the Former Auditor advised the Company that the Former Auditor had identified (
20021223      However, Pricewaterhouse alsoexpressed its opinion that there are material weaknesses in the Company'
20030121      At the time of their dismissal, KPMG had not completed their review of the procedures and methodology u
20030210      During the Registrant’s fiscal years ended December 31, 2001 and 2000, and the subsequent interim peri
20030211      Further, Deloitte & Touche has advised the Partnership that it expects to issue a letter communicating ma
20030304      In accordance with paragraph 304(a)(1)(v)A of Regulation S-K, which requires aregistrant to also disclose
20030307      "On January 10, 2003, the Registrant filed a Form 10−QSB/A for the period ended June 30, 2002, in which
20030311      In connection with their audits of the 2002 Restatement and the Company’s consolidated financial stateme
20030326      We noted a matter involving internal control and its operation that we consider to be a reportable condition
20030328      Senior management and the Company's Audit Committee have been informed by the Company's indepen
20030409      In connection with the audit of the consolidated financial statements for the year ended December 31, 200
20030415      For the fiscal years ended December 31, 2003 and 2002, Ernst & YoungLLP's reports on our financial stat
20030418      A material weakness is a control deficiency, or combination of control deficiencies, that results in more tha
20030430      In connection with the preparation of the Company’s consolidated financial statements as of and for the ye
20030502      Recently, our Audit Committee was advised by our independent auditors, Deloitte & Touche LLP ("Deloitte
20030505      PwC did, however, inform both management and our Audit Committee of its concerns regarding material w
20030507      There did not occur within the Company's fiscal years ended December 31, 2001 and 2002, and subseque
20030508      In connection with their audit of the Company's financial statements as of and for the year ending Decemb
20030516      The aforementioned material weakness identified by management relates to the Company not employing
20030516      The volume and dollar amount of Company’s transactions in Kazakhstan have increased significantly duri
20030521      Deloitte informed us that, in connection with its audit of our consolidated financial statements for the year
20030527      as of December 31, 2004, we identified various deficiencies related to the accounting for regulated and un
20030603      During the two most recent fiscal years of the Company ended December 31, 2002, and the subsequent i
20030609      Deloitte noted no income accrued for contracts past due 180 days and for whichthere were no recent cash
20030610      As more fully described in Note 2, “Restatement of Previously Issued Financial Statements” in the accomp
20030613      In communications by our independent auditors, Deloitte & Touche LLP, or D&T, to our Audit Committee w
20030625      On June 16, 2003, PWC orally advised the Company for the first time of two material weaknesses in th
20030626      In connection with preliminary implementation activities to comply with the requirements of Sarbanes-Oxle
20030703       BDO Seidman, LLP advised the Company and its Audit Committee by letterdated July 12, 2002, of ce
20030711      In connection with their audit of USGA's financial statements as of andfor the year ended March 31, 2003,
20030716      On March 24, 2003, PricewaterhouseCoopers informed the audit committee of the Registrant that a mater
20030723      In connection with the investigation conducted by the Audit Committee of our Board of Directors as part of
20030729      On February 8, 2005, The GEO Group, Inc. (“GEO”) determined that it will restate its financial statements
20030804      The deficiencies are considered to be a material weakness as defined under standards established by the
20030807      KPMG issued a management letter in connection with its audit of the Company's financial statements for t
20030808   In a Report on Reportable Conditions and Other Matters dated June 10, 2003, Rachlin advised the Regist
20030808   During the Company's two most recent fiscal years (ended December 31, 2001 and 2002) and from Janua
20030814   In connection with the audit of our financial statements for the year ended December 31, 2003, our indepe
20030818   The Company and its auditors have identified an internal control deficiency related to the reconciliation of
20030819   During the years ended June 30, 2002 and June 30, 2001 and throughAugust 12, 2003, there were no Re
20030825   That PwC indicated to the Company that material weaknesses exist in certain aspects of the Company’s i
20030826   However,during the second quarter of 2001, the Company determined that an interest rateswap entered in
20030827   ###############################################################
20030827    In July 2003, PricewaterhouseCoopers LLP delivered its management                  letter to, and discussed it
20030831   Prior to the evaluation of the Company's disclosure controls and procedures madein connection with the fi
20030912   As discussed above, the Spiegel merchants exerted control over thecredit underwriting process. In any or
20030919   The Company fell behind in its SEC reporting for the year ended September 30, 2002, and experienced di
20030919   Although, Grant Thornton, LLP issued an unqualified audit opinion on the financial statements for the year
20030924   Based on the definition of the term "material weakness" as defined in generally accepted auditing standard
20030925   In August 2002, Allegheny’s independent auditor, PricewaterhouseCoopers LLP (PwC), advised Allegheny
20030929   Finally, PricewaterhouseCoopers LLP has identified, as of December 31, 2003, a material weakness relat
20030929   Prior to the Evaluation Date, we had identified material weaknesses in ourdisclosure controls and procedu
20030930   In the course of preparing our first management report on internal control over financial reporting as requi
20031007   Our management has identified a material weakness for insufficient controls relating to the accounting for
20031014   In connection with the audit of the registrant's financial statements as of and for the year ended Septembe
20031014   During the third quarter of fiscal 2003, we determined that our accounts receivable balance was materially
20031015   As of December 31, 2004, we did not maintain effective control over the calculation of the tax provision an
20031015   During the fiscal year ended June 29, 2003, PricewaterhouseCoopers LLPcommunicated to the Regist
20031016   As a result of the various issues raised in connection with the restatement process, current management h
20031021   In connection with their audit of our financial statements for the fiscal year ended March 31, 2003, our inde
20031023   In connection with the audits of the two fiscal years ended November 30, 2002 and 2001, and the subsequ
20031104   ###############################################################
20031112   ###############################################################
20031113   During the third quarter of 2003, a management review identified issues relating to work-in-process invent
20031113   Changes in internal controls. Taking into account the restatement contained in this filing, the CEO and CF
20031114   As disclosed in our quarterly report on Form 10-Q for the quarterly period ended June 30, 2003, in connec
20031114   Mentioned In Forward-Looking Statements — As previously reported, SBA will be restating its financial sta
20031114   In 2002, sales of the Company's Replagal product became material to the Company's consolidated financ
20031117   Metris Companies Inc. (the "Company") could not file its quarterly report on Form 10-Q for the quarter end
20031119   These significant deficiencies in the design and operation of our internal controls include the needs to hire
20031119   ###############################################################
20031126   The Company's internal and disclosure controls and procedures are necessarily interdependent. During th
20031201   Moss Adams advised the Company of a reportable condition involving the Company's internal controls in i
20031201   During the period of BDO's engagement and through November 14, 2003, BDO issued two management
20031205   During the two most recent fiscal years ended December 31, 2002 and 2001, there were reportable event
20031210   In September 2004, Grant Thornton (GT) reported to the Company's Audit Committee and management t
20031212   As a result of the adjustment, the Partnership identified a material weakness in its internal control over fina
20031215   Our independent auditors advised our Audit Committee that, in connection with their audits of our 2002, 20
20031216   During the course of their audit of our Consolidated Financial Statements for the fiscal year ended August
20031216   E&Y reported to management certain material weaknesses in the Company'sinternal control systems nece
20031216   During the fiscal quarter, the Company implemented remedial measures to address material weaknesses
20031219   inadequate controls over the financial statement close process. These control deficiencies, which relate pr
20031222   During 2002, the Company's independent auditors identified significant internal control deficiencies which
20031222   The Company's internal controls over financial reporting appear to be inadequate and should be strengthe
20031223   As reported in the Company's fiscal 2002 annual report on Form 10-K, management and KPMG LLP ("KP
20031224   There were no reportable events as defined in Item 304(a)(1)(v) of Regulation S- K, that occurred within th
20031224   On December 15, 2003, E&Y orally communicated to certain officers of the Company E&Y’s concerns rela
20031224    ###############################################################
20031224    ###############################################################
20031224   During the fourth quarter of fiscal 2003, we determined the need to restate our consolidated financial state
20031229   PricewaterhouseCoopers issued a report dated December 28, 2001 to the Company’s Audit Committee su
20031230   ###############################################################
20040107   VCC advised management and the Audit Committee that it considered the following to constitute material
20040109   As reported in our 2002 Form 10-K, we have taken many measures to improve the effectiveness of our in
20040113   The Company's independent auditors have informed the audit committee that a material weakness has be
20040113   In connection with its audits as of September 30, 2002 and 2001 and forthe years then ended Pricewaterh
20040122   In its annual letter to management issued in November 2000, BDO identified twomaterial weaknesses in
20040123   By letter to the Board of Directors of the Registrant dated November 14, 2003, Grant Thornton LLP notifie
20040123   As previously disclosed on November 28, 2003, the Company continues to work on completing under US
20040126   The Company has been advised by its independent accountants that the Company’s timetable for comple
20040127   In connection with its resignation, Ernst & Young informed the Registrant’s audit committee that it believed
20040127   In connection with its resignation, Ernst & Young informed the Registrant’s audit committee that it believed
20040127   In connection with its resignation, Ernst & Young informed the Registrant's audit committee that it believed
20040130   During 2004, the Company made the following changes to remediate the material weaknesses identified i
20040130   In the consolidated complaint the plaintiffs allege, among other things, that during the financial periods tha
20040130   Our assessment identified a pervasive internal control deficiency that represented a material weakness. T
20040202   [Item below refers to a Jan. 7, 2004 filing in which "KPMG advised the Company’s Audit Committee that it
20040202   The material weaknesses that PricewaterhouseCoopers identified related to inventory controls and the ac
20040203   Based on this assessment, management concluded that the Company’s internal control over financial rep
20040211   In connection with its audit of the financial statements for the year ended June 1, 2003, Deloitte & Touche
20040211   Goodyear has not yet completed the implementation of its plan to improve the Company's internal controls
20040212   On August 22, 2003, the Company restated previously reported quarterly financial results for the first three
20040213   In consultation with our auditors in early 2004, we determined to restate our financial statements for the ye
20040213   We have been taking steps to improve our financial infrastructure to account forcomplex transactions on
20040218   On February 18, 2004, JLG Industries, Inc. (the "Company") issued a press release announcing that it wo
20040218   Company’s accounting for tenant improvement allowances and rent holidays was incorrect. Management
20040220   By letter dated April 15, 2003, Grant Thornton advised the Audit Committee Members that several materia
20040220    material weakness in the Company’s internal control over accounting for income taxes previously reporte
20040222   In light of the facts and circumstances relating to the restatement, the Company’s Chief Executive Officer
20040222   They noted that adequate segregation of duties do not exist forthe Company's financial reporting process,
20040224   Throughout 2004, Countrywide created certain mortgage-backed securities which were underwritten by th
20040224   As of January 10, 2004, the Company evaluated the effectiveness of the design and operation of its Disclo
20040224   In connection with the preparation of the Company’s consolidated financial statements for the year ended
20040227   Our independent auditors, Ernst & Young LLP, or Ernst & Young, on February 22, 2004, advised managem
20040227   As of December 31, 2004, the company did not maintain effective controls over the determination and rep
20040228   Management concluded that the restatement resulted from a material weakness under these criteria and,
20040301   In connection with the review of our consolidated financial statements for the three and nine months ende
20040301   The Company's management and KPMG LLP ("KPMG"), the Company's independent auditors, advised th
20040301   Specifically, the action alleges that certain of our financial statements and other public statements during t
20040303   On February 4, 2004, Grant Thornton LLP (GT) resigned as the independent accountants for the Compan
20040308   On May 9, 2005 we entered into a merger agreement with Sun Microsystems, Inc. (“Sun”) and Cha Cha A
20040311   Deloitte advised the Company's Audit Committee on January 29, 2004, in connection with the December 3
20040311   In evaluating these corrections, PWC determined and reported to our audit committee that the underlying
20040312   As part of the audit of the financial statements for the year ended December 31, 2003, the Company's aud
20040312   During 2003, management and our independent auditors reported to our Audit Committee certain matters
20040312   On March 3, 2004, our external auditors notified the audit committee of our board of directors that they be
20040312   During 2003 the Company's management identified material weaknessesin the Company's disclosure pro
20040315   As reported in our quarterly report on Form 10-Q for the third quarter ended September 30, 2003, during t
20040315   As part of the audit of the financial statements for the year ended December 31, 2003, the Company’s aud
20040315   Senior management and the Company's Audit Committee were informed by theCompany's independent a
20040315   In connection with the audit for the year ended December 31, 2003, PricewaterhouseCoopers LLP (“PwC”
20040315   Management and the Audit Committee became aware of conditions previously reported relating primarily t
20040315   Our independent auditors, in connection with their audit of our 2003 financial statements, have noted certa
20040315   On October 26, 2004, Ernst & Young LLP advised our Audit Committee that they identified the following m
20040315   PwC identified to management and the Audit Committee certain deficiencies in our internal accounting con
20040315   As described in Item 9A, we have identified certain matters involving internal controls and operations of ou
20040315   At this time, the alleged misrepresentations and omissions include, among others, allegations that: Microtu
20040315   On March 2, 2004, we announced that we would restate our consolidatedfinancial statements as a result o
20040315   KPMG issued a material weakness in internal control letter as a result of our 2003 audit. KPMG had identi
20040315   Specifically, these actions allege that we issued a series of false or misleading statements to the market d
20040315   In connection with our year-end closing process and the audit of our financial statements for the year ende
20040316   The following material weakness has been identified and included in management's assessment. There w
20040316   Our evaluation of internal controls as of December 31, 2004, resulted in the identification of material weaknesses. A
20040317   Grant Thornton LLP ("Grant Thornton"), our independent accountants, has identified and reported to the a
20040317   Beginning in April 2003, additional purported class action complaints were filed in the United States Distric
20040318   Our evaluation of our internal controls and procedures included an in depth review of all aspects of the ma
20040318   As a result of this assessment, management determined that the Company did not maintain effective cont
20040318   In light of the need to revise its accounting method as described above, management has concluded that
20040319   Based on the Company's assessment to date, the Company has identified weaknesses in its internal cont
20040322   In connection with its review of our financial statements for the quarter ended January 31, 2004, Pricewate
20040324   A number of material adjustments recorded by management were identified by the auditors during the aud
20040324   Though the Former Accountants never advised us that internal controls necessary to develop reliable fina
20040325   DiverseyLever North America operations to the effect that cash reconciliations were not being performed i
20040326   In August 2003, management and our auditors noted the reconciliation of deferred revenue did not include
20040329   A number of material adjustments recorded by management were identified by the auditors during the aud
20040329   During 2003, our independent auditors, Ernst & Young LLP, advised management and our Audit Committe
20040330   Not enough info to code: “The accompanying consolidated financial statements have been prepared ass
20040330   During the final review and preparation of the 2003 year-end financial statements, we, along with our audi
20040330   In connection with the audit of our financial statements for the year ended December 31, 2003, the indepe
20040330   The investigation, which began immediately after the inventory misstatements were discovered, confirmed
20040330   During the first quarter of 2004, the Company commenced a physical inventory process of its personal com
20040330   KPMG LLP, reported to the company in their management letter dated May 24, 2004, that a material weak
20040330   In connection with the audit of the Corporation's financial statements for theyear ended December 31, 200
20040330   During the second quarter of 2003, PwC advised the Company of a reportable condition relating to its inte
20040330   During the fourth quarter of 2004, management recognized the need to improve its internal controls over f
20040330   A material weakness is a control deficiency, or combination of control deficiencies, that results in more tha
20040330   The Company, in consultation with its independent auditors,PricewaterhouseCoopers LLP ("PwC
20040330   Ernst & Young, the Company’s independent auditors, advised the Audit Committee and management of a
20040330   During the fourth quarter of 2003, management conducted an extensive review ofits consolidation procedu
20040330   ###############################################################
20040330   In connection with the completion of its audit of, and the issuance of an unqualified report on, the Compan
20040331   In connection with the completion of the audit for fiscal year 2003, the Company's independent auditors, H
20040331   On March 29, 2004, the Registrant’s Audit Committee received a letter from Deloitte & Touche LLP (D&T)
20040331   From approximately 1999 through 2002, we entered into various long-term operating leases that provided
20040331   In addition, Ernst & Young LLP has advised the company of reportable conditions that together constitute
20040331   Our independent auditors identified the following two such "material weaknesses": (1) numerous adjusting
20040402   The reportable conditions identified by KPMG include: Policies and Procedures; Workload of Accounting S
20040407   In connection with such audit, Grant Thornton identified to our Audit Committee and management certain
20040408   As part of the audit for the year ended December 28, 2003, Ahearn, Jasco + Company, P.A. reported to m
20040412   In the course of preparing its 2003 year-end financial statements, the Company discovered a systematic e
20040414   In connection with its 2003 year-end audit, our independent certified publicaccountants have identified
20040414   More specifically, during 2003, our accounting staffing, records and controls were insufficient to identify an
20040414   In connection with its audit of our consolidated financial statements for the year ended December 31, 2003
20040415   We have been taking steps to improve our financial infrastructure to account for complex transactions on
20040416   During the completion of the audit of the Partnership’s annual financial statements for the year ended Dec
20040416   The Company’s management has advised the Company’s Audit Committee that during the course of the f
20040419   immediately following the merger of GlobalNet, Inc. and iDialNetworks, Inc. in the 4th fiscal quarter of 200
20040419   We received notice from our independent registered public accounting firm that, in connection with the 20
20040421   When reviewed against GAAP as set forth in the SEC Letter, the Company determined that its historical method of a
20040422   D&T reported that the design does not include the appropriatepreventative and detective controls to identi
20040426   In connection with BDO Seidman, LLP's audit for the year ended November 30, 2003, BDO Seidman iden
20040427   During the fiscal years ended December 31, 2003 and 2002, and the subsequent interim period through th
20040429   Management’s assessment, included in the accompanyingManagement’s Report on Internal Control over Financial R
20040430   During each of the two years in the period ended January 31, 2004, and through April 30, 2004, there wer
20040430   The financial results described in this press release are historical, in part because the company has signif
20040513   Deloitte has communicated to the Registrant that it is unwilling to continue to rely on the representations o
20040513   In connection with their audit of the company's fiscal 2002 financial statements, our independent external
20040513   As a result of errors that caused the restatements to our financial statements, our independent registered
20040514   The material weaknesses reported by our auditors in May 2004 in connection with their audit of our financ
20040514   In connection with the restatement, we determined that our systems, processes and controls were not orig
20040514   The material weakness reported for 2001 and 2002 related to the communication between our sales and a
20040517   As a result of the recent audit procedures and our continuing efforts to evaluate the effectiveness of the de
20040517   In connection with the audit for the fiscal year ended December 31, 2003, the Company's independent aud
20040517   In connection with its audit for the years ended September 30, 2001 through 2003, KPMG LLP issued a le
20040517   During the first quarter of 2004 our recently hired Corporate Controller identified a weakness in our proced
20040517   During 2004, management and our recently appointed independent auditors reported to our Audit Commit
20040519   by letter dated July 15, 2004, Grobstein stated that it noted certain deficiencies involving internal controls t
20040520   Our independent auditors, Grant Thornton LLP, have advised management and the audit committee of ou
20040520   The Company disclosed in its Form 10-Q for the 2004 third quarter that there was a material weakness in
20040524   Our independent auditors have reported to our Audit Committee certain matters involving internal controls
20040526   Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded th
20040527                                                                                            a
           The first identified reportable condition related to the absence of appropriate reviews
nd approvals of tran
20040527   We concluded that our disclosure controls and procedures were not effective to ensure that material inform
20040603   Management determined that the loss, or temporary absence of, these personnel resulted in certain condi
20040603   Our prior auditors advised management that during the course of the audit, they noted deficiencies in inter
20040603   During the period covered by this Quarterly Report on Form 10-Q, we implemented remedial measures to
20040608   The Company's Independent Registered Public Accounting Firm advised management that the conditions
20040609   We have discovered deficiencies in our disclosure controls and procedures. These deficiencies relate to o
20040609   Management’s assessment identified the following three material weaknesses in internal control over financial report
20040610   During the April 2004 restatement, our independent registered public accounting firm at the time, Pricewat
20040610   During their audit of the fiscal year ended June 30, 2003, Cohn had identified certain material weaknesses
20040614                                                                      1
                                                                              

           Management has identified the following material weaknesses: 
 . As of March 31, 2005, the Company d
20040614   internal control deficiencies at the Company relating primarily to the internal control environment, the risk a
20040614   The material weakness identified as a result of the PwC audit procedures related to inventory accounting.
20040614   During the firstquarter of fiscal 2005, the Company identified a material weakness in the designof its syste
20040614   In connection with our restatement, we and KPMG LLP, our independent registered public accounting firm
20040614   In mid-December 2004 the Company discovered that revenue had not been properly recognized in
20040615   The material weaknesses were with respect to the calculation and procedures for the analysis of revenue
20040615   The material weaknesses identified by the independent registered accounting firm include the following we
20040616   On May 29, 2003 Ernst & Young LLP provided the Audit Committee of Actuate Corporation with a report w
20040616   In connection with the Dingley Acquisition, our auditors reaudited The Dingley Press' financial statements
20040618   In the course of preparing our financial statements for the year ended July 31, 2004 and in connection with
20040621                                                                                         that
           The reportable condition, which was considered to be a material weakness, noted
 the Company does
20040622   As noted therein the Company's auditors had concluded that there existed a material weakness in the Com
20040624   PwC noted that as part of the Company’s implementation of its Code of Business Conduct and Ethics, the
20040624   The Audit Committee has been advised that deficiencies were identified … including: inadequate staffing a
20040625   In June, 2004, PwC reported to AXA’s Audit Committee and management that it had identified the followin
20040625   STATS’ independent auditors have notified STATS’ audit committee that it considers resource constraints
20040628   There were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except that a material
20040629   In early June 2004, in connection with the audit of our financial statements for fiscal 2004, our independen
20040629   The lawsuits allege that defendants made materially misstatements about Verdisys’ financial results. More
20040630   [O]ur independent auditors have issued a letter to our Audit Committee in which they noted certain matters
20040630   On June 29, 2004, BDO advised the management and the Audit Committee that a material weakness in in
20040701   At the end of April 2004, while closing the books for the year ended March 31, 2004, we determined that o
20040708   In February 2004, management advised the Audit/Finance Committee of weaknesses in internal controls o
20040708   During the course of their audit of our Consolidated Financial Statements for the fiscal year ended Decem
20040708   The following material weaknesses have been identified and included in management’s assessment: 
 A       •
20040712   In connection with the audits of the two fiscal years ended March 31, 2004 and 2003, there were no disag
20040712   In connection with the fiscal 2004 audit conducted by our independent accountants, two areas of material
20040713   With respect to Solo Cup Company's 2003 audit, its auditors identified "material weaknesses" relating to in
20040713   Internal controls considered to be a material weakness in the 2004 Reporting Package are as follows: 

20040714   We have also been advised that the independent registered public accounting firm for the Hong Kong Join
20040715   our Independent Registered Public Accounting Firm have identified material weaknesses in our internal co
20040715   We have identified a number of material weaknesses in our internal controls and procedures in connection
20040716   Deloitte informed the Company that material weaknesses in the Company's internal controls existed. Spec
20040719   Based on its assessment, management has concluded that, as of December 31, 2004, the Partnership wa
20040720   E&Y’s Independent Auditor’s Report on Internal Control, included in the Annual Audited Report prepared p
20040723   Brigham is still assessing the impact that a revision in its methodology will have on its previously issued fin
20040724   BDO Seidman, LLP (“BDO”), communicated to the Company’s Audit Committee that the following matters
20040726   Considering this guidance, the Company has evaluated these methodological errors and has concluded th
20040728   In another matter, after the fiscal year ended we became aware of a possible issue related to the receivab
20040729   In connection with our audit for the fiscal year ended December 31, 2003, we and our independent certifie
20040729   In connection with its audits of the Company's financial statements for2003, 2002 and 2001, KPMG asses
20040730   During the quarter ended April 30, 2005, the Company instituted procedures to remediate the material weakness in i
20040730   [BDO Seidman] noted a material weakness with respect to our review and oversight of our application of p
20040802   On July 22, 2004, Deloitte & Touche LLP advised the Audit Committee management of the Company of a
20040802   In connection with the completion of its SAS 100 review of the Company'sconsolidated financial statemen
20040809   The company has restated its previously issued financial results for the years 2001 through 2003, and for
20040809   In particular, in connection with the review of our financial results for the quarter ended June 30, 2004 perf
20040809   The Company has hired additional staff and has worked to improve its processes to address material wea
20040809   In July 2004, we determined during the course of internal reviews that, due to clerical errors, certain recon
20040809   The Company believes that the errors were attributable to a material weakness in internal control over fina
20040810   we have identified a material weakness in our internal controls over financial reporting relating to the valid
20040810   In connection with this process, our independent auditors have informed us that for the years ended Dece
20040810   On November 4, 2004, we announced that the valuation of a warrant issued in May 2001 and the purchas
20040811   KPMG stated that none of the identified material weaknesses resulted in material inaccuracies in the Com
20040812   Based on the evaluation described above, our management concluded that a material weakness existed in our intern
20040812   In connection with its audit of our consolidated financial statements as of andfor the year ended Decembe
20040813   In connection with their audits of our financial statements, our independent auditors have reported certain
20040813   We announced that we overstated current income taxes payable by $1.5 million during the year ended Ma
20040813   As discussed in Part II. Item 9A. “Controls and Procedures” of our Annual Report on Form 10−K for the fis
20040813   In response to a letter the Audit Committee of our Supervisory Board received from our independent regis
20040813   As disclosed in the Corporation's Form 10-KSB for the ten-month transitional period ended March 31, 200
20040816   The material weaknesses were identified as the Company’s ability to classify costs by expense category a
20040816   Dohan [the Company's independent auditors, Dohan and Company, CPA's, P.A. ] advised management a
20040816   During the preparation of our June 2004 financial statements, it became apparent that, with the enhanced
20040816   The Company’s management has identified the following material weaknesses in internal control over fina
20040816   During the period covered by this report, the Company identified accounting errors at its Carlisle, PA dairy
20040816   In connection with our restatements, we and our independent registered public accounting firm identified a
20040817   In response to the recording issues identified above, IES' independent auditors have advised the company
20040817   Weaver and Tidwell, L.L.P. reported in its letter dated April 20, 2004 to the Registrant’s Audit Committee a
20040818   With respect to the matter referred to in the sixteenth paragraph, StonefieldJosephson reported this matte
20040819   The Company did not have policies and procedures in place to ensure that the initial determination and su
20040819   In performance of the audit for the fiscal year ended May 31, 2004, the Company's independent auditors,
20040819   The Company’s independent auditors, PricewaterhouseCoopers, LLP, have advised the Company that the
20040819   Due to its small size and limited financial resources, however, the Company's chief financial officer, a mem
20040820   The Company's independent registered public accounting firm identified the following material weaknesse
20040820   The Registrants' principal executive officers and principal financial officer have concluded that there was a
20040823   Like many other companies in the retail and restaurant industries, Red Robin has been reviewing its accounting trea
20040824   During the second quarter of 2004 it was discovered that a material weakness existed in internal controls
20040825   Management and KPMG, the Group’s independent registered public accounting firm, have reported to its
20040826   During the Registrant's two fiscal years ended December 31, 2002 and 2003 andthe interim period from J
20040826   as reported on Form 10-Q/A Amendment No. 1 for the three months ended March 31, 2004, Company em
20040827   During the period covered by this report, management identified internal control deficiencies, as described
20040827   [W]e have determined that certain direct labor costs associated with network construction at our internatio
20040830   A material weakness in internal control was discovered related to net deferred loan fees. Approximately $4
20040831   The material weaknesses identified by PwC relate to insufficient resources in our finance and accounting
20040902   Our principal executive officer and principal financial officer, along with our Audit Committee, determined t
20040902   In connection with performing its audit of our financial statements as of and for the year ended March 1, 2
20040903   The restatement process identified certain deficiencies in the Company's internal controls that existed in 2
20040903   Our Chief Executive Officer and Chief Financial Officer, determined that there was a "material weakness,"
20040903   Subsequent to filing our original Form 10-K, and in connection with the preparation and review of our cons
20040908   Management has performed an assessment of these errors, and on March 16, 2005 management determ
20040908   Our independent auditors, Ernst & Young LLP, advised us in connection with the completion of their audit
20040910   The identified material weaknesses relate to updating of inventory standard costs at the main operations o
20040910   In connection with the audit of the fiscal year ended June 30, 2004, Ernst & Young, the Company’s indepe
20040910   The two material weaknesses were that (i) we lacked certain formalized accounting policies and procedur
20040913   In connection with the audits of our consolidated financial statements as of and for the years ended March
20040913   Our independent auditors noted a material weakness with respect to our accounting for income taxes, due
20040913   KPMG raised certain issues with respect to the accounting for two properties managed by a single operator. KPMG a
20040913   Factors contributing to these errors include an inadequate review and reconciliation process over the tax a
20040914   For the year ended April 30, 2004, our management identified material weakness in our internal controls a
20040920   The material weaknesses reported by our auditors include the following: our control activities in place duri
20040922   The company intends to file an amended Form 10-Q for the period ended Sept. 30, 2004 ... and to report
20040924    In connection with its review of the Company's consolidated financial statements for and as of the three
20040927   As disclosed in the Company’s annual report on Form 10-K for the year ended January 31, 2004, KPMG id
20040928   From January 2004 to the present, the Company has been engaged in extensive remediation efforts with
20040928   FFD's management reviews FFD's internal controls on an ongoing basis with a view towards continuous im
20040928   On September 20, 2004, our independent registered accounting firm Marcum & Kliegman, LLP ("MK"), inf
20040928   The significant deficiencies noted related to the failure to perform timely review, substantiation and e
20040929   As previously disclosed, management identified certain fraudulent activities at the Company’s former subs
20040929   In October 2004, our management concluded that there were certain material weaknesses in our internal
20040930   We have identified deficiencies in our internal controls that did not prevent the overstatement of our natura
20041001   However, as disclosed in our Form 10-KSB for our fiscal year endedJuly 31, 2003, and our Form 10-QS
20041001   This restatement reflected the Company’s compliance with an accounting standard that was brought to lig
20041001   The Company conducted this internal control review in conjunction with the Company's ongoing assessme
20041004   In connection with the Fiscal 2004 audit of the Company's financial statements, the Company's auditors co
20041004   Our independent registered public accounting firm reported material weaknesses in our internal control an
20041006   ###############################################################
20041012   As a result of our investigation, we identified the following significant deficiencies and material weaknesse
20041012   As of March 31, 2005 we became aware of a material weakness in our internal controls related to the acco
20041013   As part of the company’s on-going review of its accounting policies and internal control over financial repo
20041013   Our auditors have advised us of certain significant internal control deficiencies that they consider to be, in
20041013   In connection with the audit of the Company's consolidated financial statements for the year ended June 3
20041013   In connection with its audit for the year ended June 30, 2004, Burr, Pilger & Mayer LLP identified a materia
20041013   Subsequent to the end of fiscal 2004, management discovered additional human errors that were continui
20041013   In connection with the completion of its audit of, and the issuance of an unqualified report on, the Compan
20041014   The Company has identified a weakness in internal control over the processes of entering financial statem
20041015   ###############################################################
20041015   We have been advised by Grant Thornton LLP that they believe there are certain material weaknesses an
20041015   In connection with the completion of its audit of and the issuance of anunqualified report on the Company'
20041020   However, shortly after its discussion with the audit committee with respect to the fiscal 2004 audit and prio
20041020   ###############################################################
20041021   During the fourth quarter of 2003, the Company implemented a new information systems platform for its a
20041022   In October 2004, we restated our financial results for the quarter ended March 31, 2004 to reflect adjustm
20041022   PwC advised the Company that there were material weaknesses in the selection and application of accou
20041025   In light of the expected restatement, the Company believes that a material weakness existed in its interna
20041026   In July, 2004, the Company became aware of a material weakness relating to the Company's internal con
20041026   a "material weakness" (as defined under standards established by the American Institute of Certified Publ
20041026   The Company may also need to add additional personnel in the area of financial management. In connect
20041028   In addition, in performing its audit of the Company's Consolidated Financial Statements for the year ended
20041029   Our board of directors were advised by Marcum & Kliegman, LLP, our independent registered public accou
20041029   In connection with their review of Encore Credit’s June 30, 2004 interim financial statements, our auditors
20041029   In connection with the audit of our consolidated financial statements for the fiscal year ended July 31, 200
20041029   The above restatement matters are in addition to the tax related restatement matter previously disclosed i
20041029   During the quarter ended September 30, 2004, we improved our internal controls pertaining to our financia
20041029   Tripath also announced today that its former independent accountants, BDO Seidman, LLP, resigned on O
20041101   Our Independent Registered Public Accounting Firm has identified a variety of deficiencies in our internal
20041102   The deficiencies in our internal control related to revenue recognition,and the disclosure controls defic
20041104   As of December 31, 2004, we have identified five material weaknesses, which are described further below.   • The C
20041104   I]n September 2004, the Company became aware of the applicability of the accounting pronouncement, EITF 01-14,
20041104   We are currently undergoing a comprehensive effort in preparation for compliance with Section 404 of the
20041105   The two material weaknesses identified are:
   

     (1) An ineffective process for recognizing an adjustm
20041109   In connection with the review of the Company’s financial statements for the third quarter of 2004, the Com
20041109   As a result of the discovery of this error, on October 26, 2004, management and the Audit Committee were
20041109   During the quarterly review process for the period ended September 30, 2004, the Corporation’s Chief Exe
20041109   We have been actively preparing for the implementation of this requirement by, among other things, estab
20041109   In connection with our recent financial statement preparations and our continuing efforts to evaluate the ef
20041109   Based on the re-evaluation of the effectiveness of the disclosure controls and procedures by our CEO and
20041109   During the financial reporting process associated with the Company’s financial results for the fourth quarte
20041109   During the audit for the year−ended June 30, 2004, KPMG advised the Company's Audit Committee that t
20041109   During the third quarter of 2004, we have identified certain matters involving the design and operation of o
20041109   Our independent auditors have advised us and the Company’s Audit Committee, in connection with the co
20041109   On October 29, 2004, our independent registered public accounting firm, Ernst & Young LLP, notified our
20041109   In connection with their review of our draft Form 10-Q for the quarter ended June 30, 2004, our independe
20041109   The company expects that it will restate its financial statements for the years 1999 through 2003 to correc
20041109   Our audit committee was advised by Deloitte & Touche LLP, our independent registered public accounting
20041110   During this process, the Company, which is the parent company of the New York Mercantile Exchange, In
20041110   At the time this error occurred, although the Company had control procedures in place to determine its fina
20041112   As part of their review of our condensed consolidated financial statements included in this quarterly report
20041112   In connection with the preparation of our consolidated financial statements included in our third quarter rep
20041112   We are in the process of evaluating our internal control system over financial reporting in accordance with
20041115   During the period covered by this quarterly report, as part of the physical inventory reconciliation and mont
20041115   However, the Company's management was advised by its registered independent public auditor that, durin
20041115   In connection with performing a review of the Company’s interim financial information, KPMG issued a lett
20041115   We have in the past discovered, and may in the future discover, areas of our internal controls that need im
20041115   Executive management and the Finance and Audit Committee determined that there was a material weak
20041115   During the three months ended September 30, 2004, the Company identified certain internal control weak
20041115   In connection with their review of the company's September 30, 2004 interim financial statements, our ind
20041115   During the review of the third quarter results, our independent registered public accounting firm identified i
20041115   Management determined that the internal control deficiency that resulted in this restatement represents a
20041115   Subsequent to the filing of our quarterly report on Form 10-Q for the period ended June 30, 2004, we iden
20041115   Grant Thornton LLP, in connection with the audit of the Company's two most recent fiscal years ended Ma
20041115   The following three significant deficiencies were identified pursuant to standards established by the Public
20041115   The decision to restate these financial statements was made by Vital Images’ management after consulta
20041115   In connection with the interim review of the Company's financial statements, the Company's auditors comm
20041116   The inventory system at the Company’s New York locations does not adequately account for the inventory
20041117   The deficiencies identified included the following weaknesses in various financial areas of the Company: 1
20041117   Based on that evaluation, the chief executive officer and chief financial officer concluded that a "significan
20041118   As reported in the Company’s December 31, 2003 10-K/A, in November 2004, as a result of inquiries rega
20041118   During our two fiscal years ended July 31, 2003 and 2004 and the interim period from August 1, 2004 thro
20041119   The Certifying Officers’ conclusion that the Company’s disclosure controls and procedures were not effect
20041122   This weakness pertained to the discovery of a mathematical error made in the 1996 financial statements t
20041122   The Company believes that the errors were attributable to material weaknesses in internal control over fin
20041122   The Company’s management, including the Company’s Chief Financial Officer (the “Certifying Officers”),
20041122   Based on their evaluation, our CEO and CFO have concluded that our disclosure controls and procedures
20041122   During November 2004, our independent auditors, Marcum & Kliegman LLP, advised us that the auditors
20041123   In connection with the completion of its review of the Company’s restated consolidated financial statement
20041123   As a result of a review of compliance with financial statement closing procedures, the Company's senior m
20041124   The Company believes that the errors which led to the restatement were the result of a material weakness
20041124   After the completion of our fourth fiscal quarter and in connection with the audit of our consolidated financ
20041124   In connection with the audit of our financial statements for the year ended December 31, 2003, our indepe
20041124   Subsequent to the issuance of the Company’s financial statements for the year ended February 29, 2004,
20041124   During their SAS 100 review of our interim consolidated financial statements for the nine months ended S
20041124   During the period of MP's engagement, except as described below, therewere no "reportable events" withi
20041124   In connection with its audit procedures for the year ended September 30, 2004, Deloitte & Touche LLP (“D
20041124   During the third quarter of 2004, the Company commenced testing of its internal controls. The Company's
20041126   Our independent auditors have provided management and our Audit Committee a letter related to this erro
20041129   In connection with the above matters, we identified material weaknesses in our internal control over financ
20041130   Given the nature of the two restatements, FormFactor believes that the material weakness relates to insuf
20041203   In connection with the audit of the Company's financial statement for the fiscal year ended August 31, 200
20041203   In connection with the completion of its audit of, and the issuance of its report on, Trinity Learning's conso
20041206   During the third quarter of 2004, we were advised by ourindependent public accountants of a material wea
20041207   Management and the Company's independent registered public accounting firm, PricewaterhouseCoopers
20041208   our management concluded that we had one material weakness in our internal control over financial repor
20041209   Management, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation o
20041209   As a result of the restatement, the Company identified a material weakness in its internal controls over fina
20041210   The deficiencies in internal control, which management believes constituted a material weakness in the C
20041210   We have identified a material weakness regarding our system of internal controls and procedures relating
20041214   In connection with that evaluation and the audit of the Company’s consolidated financial statements for the
20041215   Since the Asset Sale on April 16, 2004, we have been in the process of winding down our operations and
20041215   Our review of our information and communication procedures identified certain deficiencies. Taken togeth
20041215   In August of 2004, the Audit Committee was advised by our independent audit firm that they had identified
20041216   [O]ur outside auditors identified a number of significant deficiencies that together constitute material weak
20041217   The Company corrected its accounting with regard to certain natural gas agreements following a review w
20041217   On December 14, 2004 PwC advised the Company's management and the Audit Committee of the Comp
20041220   Our report dated April 21, 2005, on management’s assessment of the effectiveness of internal control over financial
20041220   In December 2004, in connection with the restatement of our fiscal 2002, 2003 and 2004 financial stateme
20041220   On August 11, 2004, the Company's independent registered publicaccountants orally notified the Compan
20041220   Given the nature of the restatements, the Company's management believes that its material weaknesses
20041220   In connection with the audit of our fiscal year ended June 30, 2004, Ernst & Young, the Company's indepe
20041220   In connection with its audit of our consolidated financial statements for the year ended October 31, 2003 B
20041220   Based on the issue that they identified in the Company’s accounting for Construction Allowances and cert
20041221   The Company’s previously issued financial statements for the periods referenced above were restated to
20041221   In the third quarter of 2003, in connection with Grant Thornton's review of Camco's financial statements fo
20041221   During the audit of the Company’s fiscal year end financial statements, the Company’s external auditors id
20041221   The Company did not have sufficient competent accounting personnel and as a result processes rela
20041223   We identified the following material weaknesses and/or reportable conditions in our internal control during
20041223   Since the filing of the Form 10-QSB on November 12, 2004, we concluded that certain errors were made i
20041223   In addition, the Company received notice from its registered independent public accounting firm that, in co
20041223   In connection with its audit of, and in the issuance of its report on our financial statements for the year end
20041223   In connection with the preparation of the Company's consolidated financial statements for the year ended
20041227   In connection with the audit of our consolidated financial statements for the fiscal year ended September 3
20041228   KPMG also notified the company that there existed strong indicators of material weaknesses in internal co
20041228   On December 21, 2004, management of Financial Institutions, Inc. (the "Company") advised the Audit Co
20041229   The Company has identified two material weaknesses within its internal control framework. The first item r
20041229   The material weakness identified related to: (1) inadequate preparation and insufficient review and analys
20041229   On March 5, 2003, Bridges & Dunn-Rankin, LLP informed the Board ofDirectors they had noted material w
20041230   In connection with the matters described above, our company’s management identified and reported to ou
20041230   During the course of its review of our financial statements for the nine months ended September 30, 2004
20041230   As a result of our efforts, we have concluded that the following internal control issues over our financial rep
20041230   During the course of the Company's review in December 2004 of the Predecessor's financial statements f
20050103   In determining the Company's state tax expense for the three months ended June 30, 2004, an error was
20050103   Based on our management's evaluation (with the participation of our principal executive officer and princip
20050105   NYFIX, Inc. did not design and implement adequate policies and procedures to review certain transactio
20050106   In January 2004, the Company restated its consolidated statements of operations for the last three quarte
20050107   In connection with the review of the Quarterly Report on Form 10-Q for the quarters ended June 30, 2004,
20050112   The following material weakness has been identified and included in management’s assessment. As of De
20050113   In January 2005, in connection with the restatement referred to above, our independent registered public a
20050113   Additionally, our auditors have reviewed the internal controls associated with these processes and have co
20050113   Management's review and the separate investigation by independent counsel retained by the Audit Comm
20050114   In connection with the audit of the Company’s consolidated financial statements for the year ended Octobe
20050118   In connection with the audit of the Company's financial statements forthe year ended October 31, 2004,
20050118   The Company’s management concluded that the following material weaknesses in the Company’s interna
20050121   Management has identified and reported to the audit committee a material weakness in our internal contro
20050121   identified material weaknesses in internal control over financial reporting as of December 31, 2004, as foll
20050121   In the course of its audit of the Company’s financial statements, KPMG advised management and the Aud
20050124   The material weaknesses noted were that our accounting and reporting processes were not completed on
20050126   As a result of the income tax accounting errors, the company has determined that it has an internal contro
20050127   As a part of this process, in December 2004 management and our independent auditors reported to our a
20050127   During the course of the audit of Mentor Graphics' 2004 financial statements, KPMG identified a material w
20050128   The Company will present its restated financial statements for fiscal years 2002 and 2003 as part of its An
20050131   Based on this evaluation, as of the Evaluation Date, our Chief Executive Officer and Chief Financial Office
20050131   As a result of the previously announced investigation conducted by the Audit Committee of Ceridian’s Boa
20050131   In connection with our audit for the year ended October 31, 2004, our auditorsproposed several adjusting
20050131   No reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K occurred during the fisca
20050131   During the fourth quarter of 2004, we determined that the International segment had incorrectly reported p
20050131   The Company’s auditors, Ernst & Young LLP, identified an error in respect of the Company’s accounting fo
20050201   The principal internal control issues identified by the Company’s management are: 
 
• the software reve
20050202   The management of NetBank assessed the effectiveness of the Company’s internal control over financial reporting a
20050202   Our management’s assessment identified a material weakness in our internal control over financial report
20050202   SIRVA management believes the accounting errors that gave rise to the restatements were the result of m
20050202   During the most recent fiscal year, the management of the Company was advised of the following reportab
20050203   Our management assessed the effectiveness of the company's internal control over financial reporting as
20050204   Management concludes that significant internal control deficiencies related to year-end audit and Sarbane
20050204   In connection with the audits of the Trust’s financial statements for the fiscal years ended January 31, 200
20050204   The following material weakness has been identified and included in management’s assessment. As of De
20050207   In October 2004 the Company restated certain of its financial statements previously issued as a result of i
20050209   These material weaknesses include deficiencies in the Company’s finance and accounting internal contro
20050209   E&Y stated its conclusion that the Company has a material weakness in its system of internal controls rela
20050209   We concluded in February 2005 that there was a “material weakness” (as defined under Standard No. 2 b
20050209   In the Form 10-K, the Company disclosed that it had identified a material weakness for ineffective controls over the p
20050210   This Quarterly Report on Form 10-Q/A restates previously issued financial statements for the quarterly pe
20050210   [T]he Company currently expects to report a material weakness in internal controls (as defined under Sarb
20050210   On February 7, 2005, in connection with the preparation of our transition report on Form 10-Q for the two m
20050210   The following material weaknesses have been identified and included in management’s assessment.
.    1
                                                                                                                

20050211   The three material weaknesses identified by our auditors were:(1) Our financial statement closing proces
20050211   As a result of the discrepancies in the Chilean financial statements as described above, the Company has
20050211   The errors related to the recognition of vendor allowances occurred because of a variety of factors includin
20050211   As previously disclosed in our filing on Form 10 Q/A for the quarter ended August 1, 2004, we determined
20050214   The following material weaknesses have been identified and included in management’s assessment. 
he    T
20050214   In connection with its audit of the Company’s financial statements for the fiscal year ended October 31, 2004, J.H. C
20050215   as of October 31, 2004, there were material weaknesses in the Corporation's disclosure controls and
20050215   In the course of the process of closing its accounts for fiscal year 2004, theCompany determined that (i) it
20050215   In December 2004, the management of the Company and the Audit Committee of the Company’s Board o
20050215   These material weaknesses in the Company’s internal controls are summarized below. 
• Books and Re
20050215   Grant Thornton considered to be material weaknesses in our internal controls:
   (i)
                                                                                            
        Grant Thornton co
20050215   In November 2004, the Audit Committee of webMethods’ Board of Directors commenced an independent
20050216   Finally, the independent review observed certain internal control weaknesses that contributed to the reven
20050216   As of December 31, 2004, we did not maintain effective controls over the reconciliation of accrued expens
20050216   During the year-end audit, SonoSite's independent auditor, KPMG, found the Company's initial calculation
20050216   We continue to review our internal controls over financial reporting and whether the facts and circumstanc
20050217   In its letter to the Audit Committee, Grant Thornton LLP identified the following two material weaknesses:
20050217   During the year ended September 30, 2004 and during the monthsthereafter, the Company determ
20050217   In addition, we have informed the Company about a material weakness in itsinternal control over financial
20050218   In connection with the restatement, BDO has advised management and the Audit Committee of one matte
20050218   The Company has had significant financial reporting issues to address since the restatement of its June 3
20050218   The deficiencies in our internal control relate to stock-based compensation and equity transactions; specif
20050218   Material Weakness Likely Identified — The Company’s management identified and reported to the Audit C
20050222   In connection with the preparation of the Company’s interim financial statements for the quarter ended April 2, 2005,
20050222   In connection with its evaluation and testing activities under Section 404 of the Sarbanes Oxley Act of 200
20050222   Accordingly, we have concluded that we will be unable to complete the required management assessmen
20050222   As previously disclosed in a Current Report on Form 8-K, which we filed on February 21, 2005, we announ
20050223   have concluded that our company's disclosure controls andprocedures indicate that a material weakness
20050224   The Company has identified a weakness in internal control over the information systems and processes u
20050224   In conjunction with the Company’s decision to restate its financial statements, the Company identified a m
20050225   As part of the audit for the year ended December 31, 2003, Ahearn, Jasco +Company, P.A. reported to ma
20050225   During the course of the annual audit of the Company's 2004 financial statements, the Company's manag
20050228   As part of the Company's annual audit of its consolidated financial statementsfor the year ended Decembe
20050228   Management has concluded that the control weaknesses noted below constitute a material weakness in o
20050228   As of December 31, 2004, we did not maintain effective controls over the timing of the recognition of licen
20050301   In October 2004, we identified a material weakness in internal controls over financial reporting relating to t
20050301   Based upon the company’s testing and evaluation to date, management has determined that the company
20050301   However, at thecurrent stage of our assessment process, both management and our independentauditors
20050301   In connection with management's assessment of its internal control over financial reporting as of Decemb
20050302   These prior-period adjustments resulted from inadequate review andreconciliation procedures and control
20050302   The Company's independent registered public accounting firm identified thefollowing material weaknesses
20050303   the Company determined that it had two internal control deficiencies that constituted a ‘material weakness’ as define
20050304   The first material weakness identified is the insufficient staffing of the accounting and financial reporting fu
20050304   The following material weakness has been identified and included in management's assessment: In its as
20050304   The material weakness identified by management and Ernst & Young relates to revenue recognition for sa
20050307   restatement of financial statements in prior filings with the SEC is a strong indicator of the existence of a “
20050307   The following material weakness has been identified and included in management's assessment. As of De
20050307   The Company has concluded that the errors relating to the calculation of income taxes constitute a “mater
20050307   On February 24, 2005, management of the Company discussed with the Audit Committee of the Board of
20050309   The following material weakness has been identified and included in management's assessment. There w
20050309   As a result of the two aforementioned control issues, and additional process related deficiencies, which pr
20050309   The Company’s management evaluated the impact of this restatement on its assessment of the Company’s system
20050310   Chiron also today announced that it has identified three material weaknesses in internal controls over fina
20050310   As noted above, the Company discovered prior period errors related to accounting for income taxes relate
20050310   This assessment identified a deficiency in the Company's policies and procedures related to the periodic review and
20050311   The Company will correct the way it accounts for its leases and landlord allowances, specifically the accou
20050311   The material weakness identified by management and Ernst & Young LLP relates to revenue recognition f
20050311   there existed material weaknesses in our internal control over financial reporting, with which the Audit Com
20050311   We determined that the accounting error was the result of a lack of review by the appropriate company pe
20050311   During the course of the year-end review process, it was determined that the Company had miscalculated
20050311   In addition to material weaknesses related to preneed cemetery deferred revenue transactions and operat
20050311   The restatements correct inadvertent errors in the application of generally accepted accounting principles
20050314   In connection with the pending evaluation, we have identified a materialweakness in our internal control ov
20050314   The following material weakness has been identified and included in management’s assessment as of De
20050314   During a review of internal controls relating to our accrued interest, we identified, in the 2004 fourth quarte
20050314   In performing this assessment, management has identified the material weaknesses in internal controls lis
20050314   The following material weakness has been identified and included in management’s assessment. Manage
20050314   The following material weakness has been identified and included in management’s assessment. Certain
20050314   The company expects that it will restate its financial statements for the years 1999 through 2003 to correc
20050314   The material weakness was the failure of our monitoring control review to detect a material computation e
20050315   As a part of our assessment as of December 31, 2004, we considered both the composition and the limite
20050315   Based on the preliminary results to date, management has identified a material weakness in internal contr
20050315   The fact that the Company will restate its financial statements as described above is indicative of a materi
20050315   Management concluded that AWA’s fuel hedging transactions did not qualify for hedge accounting under U
20050315   Our management assessed the effectiveness of our internal control over financial reporting as of Decemb
20050315   As of December 31, 2004, our control to ensure that prior period application of generally accepted accoun
20050315   Company’s internal control over financial reporting was not effective as of December 31, 2004, based upo
20050315   Management concluded that the underlying weakness relates primarily to the accounting for software reve
20050315   Based on its evaluation, management of the Company has identified a material weakness in its internal control over
20050315   As a result of this assessment, management concluded that a material weakness existed in the Company’s controls over the selec
20050315   Management assessed the effectiveness of our internal control over financial reporting as of December 31
20050315   As a result of our assessment, we identified a material weakness in internal control over financial reporting
20050315   Grant Thornton LLP ("GT"), our independent registered public accounting firm,identified and reported to o
20050315   The following material weakness has been identified and included in management’s assessment: In its as
20050315   The material weakness related to inadequate support for management’s estimates regarding the impairm
20050315   The following material weaknesses have been identified:Deficiencies related to inadequate or ineffective p
20050315   As disclosed in our Quarterly Report on Form 10-Q for the period ended September 30, 2004, in connectio
20050315   The following material weakness has been identified and included in management’s assessment: In its as
20050315   Management determined that certain of our operating locations have insufficient staffing of the accounting
20050315   as of December 31, 2004, there was a material weakness in our internal control over financial reporting. In
20050315   The material weaknesses that have been identified are a lack of segregation of duties in the Company’s tr
20050316   1) At December 31, 2004, material weaknesses existed in information technology general controls that im
20050316   This assessment identified one control deficiency in the Company's internal control over financial reporting
20050316   The following material weaknesses have been identified in management’s assessment: 
 
• Deficient inv
20050316   Although we are not aware of any material errors with regard to our accounting for income taxes, we ident
20050316   The Company’s management has identified material weaknesses as of December 31, 2004 within the globalization s
20050316   Bruker BioSciences Corporation (NASDAQ: BRKR) today announces that it has been made aware of seve
20050316   In connection with reviewing our financial results for the fourth quarter of 2004, our management reviewed
20050316   In conducting its evaluation of the Company’s internal control over financial reporting at December 31, 200
20050316   As a result of the accounting misstatements, each of which had a dollar impact exceeding a predetermine
20050316   The following material weakness has been identified and included in management’s assessment: As of December 31
20050316   Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 20
20050316   The material weakness related to the accounting for leases, specifically, recording expense in the period i
20050316   With respect to the financial statement close process for the Canyon RanchResort Properties, manageme
20050316   The following material weakness has been identified and included in management’s assessment. Manage
20050316   The following material weakness has been identified and included in management’s assessment: Certain
20050316   Management has concluded, based on the circumstances involving the spreadsheet error discussed abov
20050316   Specifically, the letter from Scala’s former independent auditors identified the following “reportable conditio
20050316   In connection with the pending evaluation, management, along with our Independent Registered Public Ac
20050316   In performing the evaluation, one instance was found where the procedures andcontrols were insufficient
20050316   The material weaknesses, which have been identified and reported to the Company's Audit Committee, re
20050316   In March 2005, as part of the post year-end audit process, a material weakness was identified in that the C
20050316   The number in that line item in the draft reflected the Company's percentage increase in aggregate net as
20050316   A material weakness (as defined in Auditing Standard No. 2 of the Public Company Accounting Oversight
20050316   As part of the annual audit process, a material weakness was identified in our controls related to the appli
20050316   Based on its assessment, management concluded that the Company did not maintain effective internal co
20050316   In connection with management’s assessment of its internal control over financial reporting as of December 31, 2004
20050316   MATERIAL WEAKNESS - LACK OF SUFFICIENT ACCOUNTING DEPARTMENT                                  PERSONN
20050316   As of December 31, 2004, Lexar did not maintain effective internal controls over revenue recognition and
20050316   In February 2005 the Company determined that two purchase accounting entries recorded in connection w
20050316   Staffing and Support Functions -Converted to Jack Henry Silverlake core applications in May 2004 -Continuing clien
20050316   The identified material weaknesses in our internal control over financial reporting relate to the following ma
20050316   [Excerpt from prepared remarks delivered at the annual meeting of shareholders]:   E. A National Penn team worke
20050316   This material weakness resulted from the combination of the following internal control deficiencies that, wh
20050316   Our management assessed the effectiveness of internal control over financial reporting as of December 3
20050316   On those bases, our management identified material weaknesses in our internal control over financial rep
20050316   Based on this assessment, management concluded that, as of December 31, 2004, the Company did not maintain e
20050316   The following material weaknesses were identifiedby management as of December 31, 2004: (1) Ramtron
20050316   Management's assessment identifiedthe following material weakness in Royal Bancshares' internal contro
20050316   Revenue Recognition. Some of our MassARRAY system sales are negotiated with unusual terms, such as
20050316   Our management evaluated the impact of this restatement on the company’s assessment of its system of
20050316   In view of the restatement, management’s Section 404 report will refer to a material weakness, relating to
20050316   1. We identified a material weakness for insufficient controls over the review, approval, and accounting f
20050316   The following material weakness has been identified and included in management’s assessment: The yea
20050316   Based upon such evaluation, the Company's President and Chief Executive Officer along with the Company's Vice P
20050316   The management of Wilson Bank Holding Company assessed the effectiveness of the company’s interna
20050317   The auditors have informed the audit committee that they believe that the aforementioned lack of segrega
20050317   KPMG advised Cache, Inc. of the following material weakness: Cache, Inc. did not maintain effective internal control
20050317   While this process is not yet complete, Central has noted certain material weaknesses in internal controls
20050317   As of December 31, 2004, the Company did not maintain effective control over a supplemental retirement
20050317   The Company is working towards completion of its assessment of internal controls over financial reporting
20050317   The Company also reported in its February 24 Report that it had identified, in connection with its internal c
20050317   Based upon that evaluation the Company identified a material weakness with respect to the identification a
20050317   In an announcement on March 14 referring to the filing of its Form 10-K for 2004 and Sarbanes-Oxley 404
20050317   This assessment identified material weaknesses in the Company's approval process over journal entries a
20050317   Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-processing technologies and industrial fluid
20050317   Management identified a material weakness due to deficiencies in both the design and operating effective
20050317   In light of the determination that previously issued Consolidated Statements of Cash Flows for the fiscal ye
20050317   As stated above, the Company has not yet completed the process of evaluating identified deficiencies against the Co
20050317   Seacoast has evaluated its controls, including compliance with the SEC rules on internal controls, and has
20050317   As a result of its assessment, management has concluded that, as of December 31, 2004, the Company d
20050318   The material weaknesses relate to the following: (i) number of audit differences and processes and contro
20050318   Management’s assessment of internal control over financial reporting as required by the Sarbanes-Oxley Act Section
20050318   The first material weakness is the lack of the necessary corporate accountingresources to ensure consiste
20050318   of the end of such period, the Company’s disclosure controls and procedures were not adequate and effec
20050321   As described in Note 2 to the Financial Statements, in February 2005, the Company, in consultation with it
20050321   As of January 2, 2005, the Company has concluded that, because its historical financial statements requir
20050321   In connection with our quarterly review of accounting procedures and issues during the fourth quarter of 2
20050321   During the course of the audit of the Company’s 2004 financial statements, errors were identified, principa
20050321   Management determined that the Company's audited consolidated financial statements for the years ende
20050321   The Company is restating its financial statements in the manner, and for the reasons, described generally
20050321   During the course of its audit McGladrey & Pullen LLP identified that we had not correctly recorded the be
20050321   As a result of these efforts and a review of practices, procedures and processes, the company has determ
20050321   Subsequent to the filing of the Corporation’s Annual Report on Form 10-K for the period ended May 31, 20
20050322   Management has determined that a control deficiency exists because its internal control procedures did not require a
20050322   During the quarter ended June 30, 2004, the Company completed three separatetransactions, each of wh
20050322   After the completion of our fourth fiscal quarter and in connection with the audit of our consolidated financ
20050322   In conjunction with the Company’s decision to restate its condensed consolidated financial statements for
20050323   The Company has identified an internal control deficiency that constituted a “material weakness” ... The w
20050323   As previously disclosed in a Current Report on Form 8-K which we filed on February 23, 2005 and as desc
20050323   During the course of their audit of our financial statements for the year ended September 30, 2004, our for
20050324   The company has evaluated the effectiveness of its internal controls over accounting for income taxes and
20050324   KPMG noted two control deficiencies that it considered to be material weaknesses. The first of these was
20050324   Through the audit process, the Company determined that it had an other-than-temporary impairment in m
20050325   As of December 31, 2004, the Company did not maintain effective controls over (i) the accounting for inco
20050325   Company management is aware of certain deficiencies in the design or operation of the Company’s disclo
20050325   During the course of its evaluation as of the end of the period covered by this Annual Report on Form 10-K
20050325   The following material weaknesses were identified during the evaluation:       o Incomplete documentatio
20050325   The following material weaknesses have been identified and includedin management's assessment. 1.
20050325   Management identified internal control deficiencies, none of which individually were considered material; h
20050328   Under the applicable rules, as a non-accelerated filer, we will not be required to prepare and include this r
20050328   The material weakness related to the Company’s failure to review two contracts on a timely basis, in acco
20050328   In light of the determination to restate the Affected Financial Statements as described above, managemen
20050328   performing this evaluation, management reviewed the Company’s policies and procedures for lease accou
20050328   Management evaluated the impact of this restatement on the Company’s assessment of internal control o
20050328   As a result of this assessment, management identified the following: (1) a material weakness existed in our year-end
20050328   However, due to the limited number of Company employees engaged in the authorization, recording, proc
20050329   Specifically, the deficiency in the Company’s controls over the selection and application of its accounting p
20050329   there was a material weakness in our controls over the selection, monitoring and review of assumptions a
20050329                                                                  A
           Material Weakness Reported for the Quarter ended June 30, 2004 
s previously reported, in July 2004, Pricewaterh
20050329   The following material weaknesses have been identified and includedin management's assessment:With
20050329   These errors were attributed to a material weakness in the Company’s internal control relative to the selec
20050329   This material weakness is the lack of the necessary corporate accountingresources. At March 29, 2005, th
20050329   Deficiencies existed in both the design and operating effectiveness of controls associated with the Com
20050329   The following material weakness has been identified and includedin management's assessment: Defici
20050329    In connection with the audit of our financial statements for the year ended December 31, 2003, our indep
20050329   Management has determined that, pursuant to this definition, a material weakness exists in the Company’
20050329   In the area of revenue and accounts receivable, we identified the following insufficient controls which we b
20050329   As described in Note 2, “Restatement of Financial Statements,” in the Notes to Consolidated Financial Sta
20050329   However, subsequent to that filing, management determined that there were circumstances in which certa
20050329   The Company will use the 45 day extension period allowed by the SEC and expects to complete the evalu
20050330   Management has concluded that a material weakness existed in our internal control over financial reportin
20050330   In the course of evaluating the Company’s internal control over financial reporting as of December 31, 200
20050330   Based on this interpretation, our management concluded that a material weakness existed in our internal
20050330   In its February 15, 2005 press release, the Company announced financial information for the quarter and
20050330   This "material weakness" relates to incorrectly costing of our AMS inventory based on incorrect raw mater
20050330   The material weaknesses relate to the lack of adequate policies and procedures with respect to the recon
20050330   A material weakness is a control deficiency, or combination of control deficiencies, that results in more tha
20050330   On February 17, 2005, the Company announced that it was restating certain prior financial results beca
20050330   Grant Thornton has informed us that they believe that the following two significant deficiencies constitute a
20050330   Management's assessment identified one material weakness. As of November 30, 2004, the Company did
20050330   our procedures for assessing the need for a valuation allowance against net deferred tax assets in Austral
20050330   During the second quarter, Lindsay identified a material weakness in internal controls over financial report
20050330   The material weakness is related to our internal control over the application of generally accepted account
20050330   two material weaknesses identified by the Company’s Management during its assessment of the Compan
20050330   In February 2005, management was notified that Grant Thornton LLP had identified three material weaknesses in the
20050330   The Company’s policies and procedures associated with the selection and application of accounting polici
20050330   As of December 31, 2004, the company did not maintain effective controls over the accounting for goodwi
20050331   The Company’s management has identified and included in its assessment two material weaknesses. The
20050331   Management has determined that these errors were the result of a control deficiency with respect to the Company’s
20050331   Allied has restated its consolidated financial information for the years ended December 31, 2003 and 2002
20050331   Management’s assessment identified the following material weaknesses in the design of the Company’s in
20050331   As a result of the restatement referred to in the preceding paragraph, weexpect to conclude that (i) at Dec
20050331   Accounting for Retail Promotion ProgramOur retail promotion program provides certain customers with a $
20050331   The identified material weakness consists of IT system administration wherein the CFO serves as the IT a
20050331   As described in Note 17 to our consolidated financial statements, we have restated our results for 2003 an
20050331   In a letter dated March 21, 2005, delivered in connection with the audit of our consolidated financial statem
20050331   For example, during the audits of our 2001, 2002 and 2003 results, our independent auditors noted certain
20050331   During the 2004 year-end closing, management determined that the Company hadpreviously failed to app
20050331   The material weaknesses relate to the lack of segregation of duties and financial oversight controls, which
20050331   (1) Through September 30, 2004, our historical classification of cost of           service revenues did not c
20050331   On March 30, 2005, we received a letter from KPMG LLP ("KPMG"), our independent auditors, identifying
20050331   we have determined, in consultation with our independent auditors, that our internal controls related to rev
20050331   The Company was informed by its Independent Registered Public Accounting Firm that as a result of the e
20050331   The material weakness relates to the inadequate and ineffective management oversight and review of the
20050331   As of December 31, 2004, the Company did not maintain a sufficient complement ofpersonnel with an app
20050331   We identified the following material weaknesses during our assessment of the Company’s internal control
20050331   The material weakness identifiedin our internal controls during the fourth quarter of 2004 related to the tim
20050331   These consist of, inadequate staffing and supervision leading to the untimely identification and resolution o
20050331   As a result of its evaluation of the Company’s internal control over financial reporting, management has id
20050331   Management’s assessment identified the following material weaknesses as of December 31, 2004: 
 • The Compan
20050331   As of December 31, 2004, we have concluded that the Company did not maintain effective controls over t
20050331   In the course of its evaluation, management identified the following material weaknesses as of December 31, 2004 i
20050331   The following material weakness has been identified and included inmanagement's assessment. As descr
20050331   Specifically, the deficiency resulted from the lack of adequate controls designed to ensure that the docum
20050331   As of December 31, 2004, the Company did not maintain effective controls over the period-end financial re
20050331   On February 17, 2005, we announced that we would change our accounting with respect to certain types o
20050331   Management has concluded that, as of December 31, 2004, the Company did not design and implement c
20050331   The material weaknesses identified consist ofthe following:       o Hollywood Media's management has id
20050331   Material Weaknesses Identified — As a result of its assessment, the Company identified the following mat
20050331   During the course of our year-end audit, our independent auditors identified a non-cash financial input erro
20050331   Management has presently identified five material weaknesses in our internal controls over financial reporting as of D
20050331   Based on its evaluation, management concluded that the Company’s system of internal control over financ
20050331   Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2004
20050331   Management identified the following material weaknesses in its assessment of the effectiveness of the Company’s in
20050331   Material weakness related to revenue. Our accounting policies and practices over revenue recognition an
20050331   The material weakness identified by management was inadequate resources and expertise in accounting
20050331   As required by the Securities and Exchange Commission Rule 13a-15(b), we carried out an evaluation, un
20050331   management has concluded that, because we were required to restate our financial statements as a resu
20050331   The material weakness identified by management and our independent auditors was the lack of timely
20050331   In connection with the restatement and the filing of this Form 10-K/A, our management, including our princ
20050331   As of the date of this Annual Report on Form 10-K, management has identified a material weakness in its
20050331   The following material weakness has been identified and included in management’s assessment as of De
20050331   In performing this assessment, management reviewed TMC’s selection, application and monitoring of acc
20050331   The following two material weaknesses have been identified and included inmanagement's assessment.1
20050331   As of December 31, 2004, we identified four material weaknesses in internal control over financial reportin
20050331   we determined that a material weakness (as defined under the standards established by the American Ins
20050331                                                                       •
           We identified the following significant deficiencies, among others: 
 failure in quarterly controls to properly
20050331   The Company recognizes that the improper accounting for commission and transportation-related expens
20050331   These deficiencies relate to the design effectiveness of certain internal controls regarding segregation of d
20050331   Upon completion of the investigation, the Company’s management assessed the effectiveness of the Com
20050331   The identified material weakness in our internal control over financial reporting relates to insufficient contro
20050331   The following material weaknesses have been identified and includedin management's assessment as of
20050331   Our independent registered public accounting firm has informed the Company of a material weakness in t
20050331   In connection with the audit of the Company's financial statements forthe fiscal year ended December 31,
20050331   We have to date however identified a material weakness relative to the aforementioned required restatem
20050331   During the Company’s two most recent fiscal years and the subsequent interim period, there have been no events of
20050331   The material weakness identified by management and our independent auditors was that the Company d
20050331   In connection with the audit of our consolidated financial statements for the year ended December 31, 200
20050331   As of December 31, 2004, the Company did not maintain effective controls over the determination and rep
20050331   The Company had insufficient personnel resources and technical accounting experience within the accoun
20050331   As of December 31, 2004, we did not maintain effective control over accounting for and review of the valu
20050331   The material weakness identified relates to limitations in the capacity of the Company’s accounting resour
20050331   As of December 31, 2004, management has a material weakness in our ability to maintain effective contro
20050331   The Company’s investigation of the circumstances giving rise to the accounting errors that were corrected in the rest
20050331   During the fourth quarter of 2004, accounting errors were identified that were caused by lack of an effectiv
20050331   In the course of performing its assessment of the effectiveness of the Company'sinternal control over fina
20050331   The company has determined that the accounting errors that resulted in the restatement of prior periods d
20050331    Amendment No. 1 to Form 10-Q for the quarter ended September 30, 2004 was filed on March 30, 2005
20050331   The two material weaknesses consisted of the following:      o Weaknesses in period-end financial repo
20050331   In connection with the audit of the year ended December 31, 2004, there were no "reportable events" exc
20050331   During the year end financial statement close process, we identified unexpected variations in the balance
20050331   On November 30, 2004, the Securities and Exchange Commission issued an exemptive order extending f
20050331   As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covere
20050331   Deloitte & Touche LLP expressed an adverse opinion in its report dated March 31, 2005 on the effectiveness of the R
20050331   Vitale, Caturano & Company's conclusion that we need to reassess our existing finance organization reso
20050331   The following material weakness has been identified and included in management’s assessment. As of De
20050331   Specifically, the material weakness related to insufficient controls over the initial identification and process
20050331   The material weakness identified relate to:       * the lack of sufficient knowledge and experience among th
20050331   In connection with its audit of, and in the issuance of its report on the Company’s financial statements for t
20050331   These material weaknesses are as follows: 
• During the course of the 2004 year-end audit by KPMG LL
20050331   This evaluation identified the following material weakness in our internal control over financial reporting:
 Ins
20050401   Management’s assessment identified the following material weakness in the Company’s internal control over financia
20050401   In our post-closing and audit processes, certain issues were discovered by us and our independent registe
20050401   Our principal executive officer and principal financial officer have concluded that the Company’s internal control over
20050401   The Company deems this error to be a material weakness, as such term is defined in PCAOB Auditing
20050401   We did not maintain sufficient documentation of the design or operation of our computer program change
20050401   In connection with the audit of the Company’s financial statements as of and for the year ended December 31, 2004
20050401   The Company’s design and operation of controls within the control environment component are ineffective
20050401   Management, in consultation with our independent registered public accounting firm, identified deficiencie
20050401   As of December 31, 2004, we did not maintain effective controls over the valuation and completeness of o
20050401   We have a material weakness with respect to accounting for capital stock and stock option transactions.
20050401   need to formalize policies and procedures (including accounting for real estate properties, estimating and
20050401   Based upon that evaluation, our principal executive officer and principal financial officer concluded that ou
20050401   Management is still in process of completing the Sarbanes-Oxley 404 internal control testing for the year ended Dec
20050404   The following material weakness has been identified and included in management’s assessment: In its as
20050404   Continental Materials Corporation also announced that it expects to report material weaknesses in its inte
20050404   The first identified material weakness in our internal control over financial reporting related to our acc
20050405   The following material weaknesses have been identified and included in management’s assessment: The
20050406   Management assessed the effectiveness of the Company’s internal control over financial reporting as of D
20050406   management became aware that the Company’s accounting policies for leases and leasehold improveme
20050407   Also, like many other companies in the retail, restaurant and other industries, the Company has decided in connectio
20050407   certain policy riders were not reserved for in prior years. The premiums associated with the policies were p
20050407   We have identified a material weakness in the controls related to theidentification of approximately $1.0 m
20050408   The following material weakness has been identified and included in management’s assessment: In its as
20050408   The first matter related to our need for additional staff withexpertise in preparing required disclosures in th
20050408   Specifically, the deficiency in our controls over the selection and application of our lease accounting policie
20050408   In late 2004, we began a review of our accounting practices for leases. On April 6, 2005, our management and Audit
20050411   [Transcript excerpt from April 4 conference call, attached to 8-K] In connection with the restatements we identified an
20050411   As explained in Note 1, the restatement has been necessitated by i) the Company's prior presentation of r
20050411   In connection with its evaluation of internal control over financial reporting, Company management has concluded th
20050411   As of January 31, 2005, the Company failed to design and implement appropriate controls regarding its accounting a
20050412   In addition, the Company has concluded that the events cited in this report that are the subject of the resta
20050412   As discussed more fully in Management’s Annual Report on Internal Control Over Financial Reporting set
20050412   Our material weaknesses are insufficient resources and administrative support in the accounting departm
20050412   As a result of this review, we concluded that our controls over the selection, monitoring and review of assumptions a
20050413   management concluded a material weakness existed in the Company’s internal control over financial repo
20050413   In performing this assessment, management reviewed the Company's lease accounting practices. As a result of this
20050413   our chief executive officer and ourchief financial officer have concluded that a material weakness exists w
20050413   Management’s assessment identified the following material weakness in the Company’s internal control over financia
20050414   The following material weakness has been identified and includedin management's assessment. As of Ja
20050414   American Home has also determined that it will include in its report on internal controls over financial reporting two m
20050414   As a result of changing its historical lease accounting practices to conform to GAAP as set forth in the SEC
20050414   The amortization schedules, rent schedules and method for accounting for leasehold improvement incentives used b
20050414   Restatement of Fiscal 2004 Quarterly Earnings; Weaknesses In Internal Controls    On March 7, 2005, o
20050414   Based on the Public Company Accounting Oversight Board’s:Auditing Standard No. 2, An Audit of Interna
20050414   The following material weakness has been identified and included in management’s assessment. Subseq
20050414   Based on that evaluation, our CEO and CFOconcluded that our disclosure controls and procedures were
20050414   Management evaluated the impact of the restatement for lease accounting changes on the Company’s as
20050414   Management of the Company assessed the effectiveness of the Company's internal control over financial
20050414   Toys "R" Us, Inc. (the "Company") will be unable to file its Annual Report on Form 10-K for the year ended January 2
20050415   failure of the Company to have an audit committee, and the failure of the Board to assume the audit comm
20050415   The material weakness identified was that review of the consolidated financial statements failed to detect
20050415   Deficiencies and Corrective Actions Relating to the Company’s Internal Controls over Financial Reporting
20050415   Based on their evaluation, and in particular the report of our General Counsel of the results of the report o
20050415   Specifically, the Company presented cash flows from sales of rental merchandise as an operating activity
20050415   On February, 8, 2005, the Company, in consultation with its Audit Committee, concluded that it must corre
20050415   We have not completed our testing and evaluation of our internal control over financial reporting. Our evaluation to d
20050415   Material Weaknesses. In connection with the completion of its audit of, and the issuance of an unqualified
20050415   In assessing the effectiveness of the Company's internal control over financial reporting as of December 3
20050415   The identified material weaknesses in the Company's internal controls over financial reporting have result
20050415                                                                      

           The material weaknesses identified by Tesoro include the following:
•
                                                                               

20050415   The Kroger Co. (NYSE: KR) today lowered the goodwill impairment charge that had been reported in the Company’s
20050415   The Company’s management and its Board of Directors concluded on March 28, 2005 that the Company’
20050415   Grant Thornton LLP, notified us that we had made an interpretive error in applying accounting principles to
20050415   Following a comprehensive review of the Company's deferred tax assets anddeferred tax liabilities, we de
20050415   Management has concluded that the Company’s controls over the selection and application of its accounting policies
20050415   Our auditors identified four material weaknesses as of December 31, 2004; 1) we lacked segregation of d
20050415   The reportable conditions were as follows: 
• inadequate analysis of deferred income tax balances and c
20050418   Specifically, the deficiency in our controls over the application of our lease accounting policies failed to ide
20050418   material weakness relating to internal control over the recording of fixed assets in our South African opera
20050418   The Company is also working towards completion of its assessment of its internal control over financial reporting req
20050418   The Company’s policies and procedures did not include adequate management oversight and review of the Compan
20050418   During the course of conducting the December 31, 2004 audit of theconsolidated financial statements, sev
20050418   Management evaluated the impact of this restatement on its assessment of our internal control over financial reportin
20050418   In a telephonic meeting held on March 25, 2005, among the Company’s management and the Audit Comm
20050419   This assessment identified a material weakness in internal control over financial reporting related to the lack of adeq
20050419   Management evaluated the impact of the aforementioned deficiencies on the Company’s assessment of internal con
20050419   during the first quarter of 2005, the Company identified a material weakness in the design of its internal co
20050420   These errors relate to how we accounted for our obligations with respect to a pension plan of our former m
20050420   As previously reported in the annual report on Form 10-KSB the Registrant,based upon an evaluation of in
20050420   Management and the Chairman of the Audit Committee determined that the Company's accounting for tenant improv
20050421   The material weakness identified related to: (1) the failure to retain supporting documentation in our record
20050421   As of December 31, 2004, management identified a material weakness in internal control related to a deficiency in th
20050421   management has determined that the Company had a material weakness in internal control over financial
20050421   Management assessed the effectiveness of the Company's internal control over financial reporting as of December 2
20050422   The material weaknesses as of December 31, 2004 were as follows:     1. INTERNAL CONTROL REVIEW
20050422   However, our accounting firmnotified the Company of and we have confirmed a material weakness inour i
20050422   After reviewing its lease accounting practices in light of the views expressed by the Office of the Chief Accountant of
20050422   With the participation of the Chief Executive Officer and the Chief Financial Officer, management assessed the effec
20050426   As of December 31, 2004, the Company’s management, including the Certifying Officers, has concluded t
20050426   Material weaknesses in the company’s internal controls over financial reporting were identified in the follow
20050427   Management of the Company has revised its assessment of the effectiveness of the Company’s internal c
20050427   On April 21, 2005, the Company received notice from its independent auditors, Grant Thornton LLP, that during their
20050427   The other reportable conditions identified by Deloitte, which, together with the material weaknesses descri
20050427   During the first quarter of 2005, to remedy the material weakness in our internal control over financial repo
20050428   NeoMagic Corporation has a material weakness as of January 31, 2005 related to its process of evaluatin
20050428   Based on this evaluation, management determined that the Company's system of internal control over financial repo
20050428   Management of the Company has revised its assessment of the effectiveness of the Company's internal control over
20050429   As a result of SOX testing to date, Alliance has concluded that certain identified control deficiencies and audit adjust
20050429   Management has concluded that as of January 29, 2005, our controls over the selection and applica
20050429   The Company is reliant on its chief financial officer, who is solely responsible for the drafting and completi
20050429   Management assessed the effectiveness of the Company’s internal control over financial reporting as of D
20050429   Therefore, even those systems determined to beeffective can provide only reasonable assurance reg
20050429   As discussed in Note 16 to the accompanying consolidated Financial Statements, as a result of the Febru
20050429   GP Strategies Corporation did not maintain effective internal control over financial reporting as of Decemb
20050429   material weakness in internal control over financial reporting related to the lack of adequate expertise, a la
20050429   As of December 31, 2004, management identified a deficiency in the Company's internal control over f
20050429   Company identified a material weakness in internal controls over financial reporting relating to the Compa
20050429   As of January 29, 2005, we did not have appropriate policies and procedures relating to the review of the i
20050429   the Company’s management has concluded that, due to the magnitude of the estimated reduction to the fair value o
20050429   Identification of Material Weaknesses in Internal Control Over Financial Reporting 
 The Company’s effo
20050429   Management identified internal control deficiencies that represented material weaknesses in internal contr
20050502   As a part of the annual audit of our consolidated financial statements for the year ended December 31, 20
20050502   as a result of its internal review, AIG management has identified certain control deficiencies, including (i) the ability o
20050502   As of December 31, 2004, the Company identified the following material weaknesses in its internal control over finan
20050502   As described below, when considered in the aggregate, these deficiencies constituted a material weak
20050502   Management has identified the following material weaknesses in the Company'sinternal controls over fina
20050502   On February 7, 2005, the Office of the Chief Accountant of the Securities and Exchange Commission (“SE
20050502   Management’s assessment identified a material weakness in the Corporation’s internal control over financ
20050502   In performing this assessment, management has identified the material weaknesses in internal control ove
20050502   Management has identified the following material weaknesses:         Financial Statement Close Process -- As previousl
20050502   it did have one material weakness due to inadequate documentation of the design and testing of controls
20050502   certain material weaknesses that were identified by our externalauditors as related to the changes in the r
20050502   As of December 31, 2004, due to the lack of sufficient accounting personnel, there was an ineffective segregation of
20050502   The restatement of the Company's financial statements for the years ended December 31, 2004 and 2003
20050502                                                                                    

           Our inquiry into these matters indicated that in our largest operating division: •Supervisory personnel did n
20050503   They also issued a letter indicating a material weakness in our internal controls as a result of a lack of seg
20050505   Subsequent to the period covered by this report, and following a January 2005 review of the accounting ad
20050505   Based on the Company's evaluation, the Company has concluded thatit did not maintain effective intern
20050506   Two material weaknesses in the Company’s system of internal controls were disclosed in that Form 10-K
20050506   In connection with the restatement, under the direction of our Chief Executive Officer and Chief Financial Officer, we
20050506   In connection with the Company's restatement of previously issued financial statements, the Company has determin
20050509   The Company's management has revised its assessment of the effectiveness of the Company's internal control over
20050510   CNAF has restated its financial results for prior years to correct its accounting for several reinsurance con
20050510   As of March 31, 2005, we concluded that our disclosure controls and procedures were not effective due to
20050510   This material weakness resulted from the inadequate function of internal control related to management's
20050510   In connection with the expected filing of the Form 10-K/A, the Company has concluded that a material weakness exi
20050510   As of December 31, 2004, the Company did not maintain effective controls over the accounting for dividen
20050511   we currently have identified three materialweaknesses in internal control. These weaknesses involve t
20050512   While the Company has an internal control and procedures manual inplace and management believes t
20050512   In coming to the conclusion that our internal control over financial reporting was effective as of February 2
20050512   As noted in our quarterly report on Form 10-Q for the quarter ended December 31, 2004 filed with the SEC
20050513   Management has re-evaluated the effectiveness of its disclosure controls and procedures as a result of this restatem
20050513   The errors giving rise to the restatements relate to the failure to recognize in the quarter ended Septembe
20050513   When we file our form 10Q for the first quarter of 2005 with theSEC, we expect that there could potentially
20050513   In connection with the restatement, management also will revise its disclosure on internal control over fina
20050516   Management has determined that the error was the result of a control deficiency with respect to the Comp
20050516   Insufficient Staffing in the Accounting and Financial Reporting Functions. The Company’s accounting and
20050516   During the fourth quarter 2005, it was determined that the Company had incorrectly accounted for the recognition of
20050516   Specifically, our controls failed to ensure the correct application of SFAS No. 34 to the amortized debt disc
20050516   During the quarter ended March 31, 2005, management determined that the Company had incorrectly rec
20050516   Because of the lease accounting adjustments and in light of the determination that previously issued finan
20050517   The following material weakness has been identified and included inmanagement's assessment. As of De
20050517   As of December 31, 2004, management has concluded that the Company did not maintain effective contr
20050517   As previously reported in January 2005, the Company's Audit Committee, with theassistance of independe
20050518   Subsequent to that evaluation, in connection with the restatements described above, under the direction o
20050518   On March 21, 2005, we announced that our financial statements were likely to be restated, relating to cert
20050519   In Item 9A of its Annual Report on Form 10-K/A for the year ended December 31, 2004, the Company reported a ma
20050519   During the preparation of the financial statements, it became apparent that [new acquistion] Alstyle's procedures to c
20050520   During our preparationof our Annual Report for the year ended December 31, 2004, our management an
20050523   A Board of Directors meeting is being scheduled within the upcoming week to establish regularly schedule
20050523   Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that because the m
20050523    In light of the evaluation described above, the Company's ChiefExecutive Officer and Chief Financial Offic
20050524   In connection with the audit of the Company’s financial statements for the fiscal year ended December 31
20050525   On May 19, 2005, management and the Audit Committee of Longview Fibre Company (the Company) concluded tha
20050527   Management has concluded that controls over the selection, application and monitoring of accounting poli
20050531   As was initially reported, management was satisfied that its disclosure controls and procedures were effe
20050601   Specifically, there were ineffective controls regarding the review of debt agreements for the identification a
20050603   More specifically, the Company identified a material weakness due to a lack of sufficient personnel with ap
20050606   LACK OF ADEQUATE ACCOUNTING STAFFDue to limitations in financial and management resources, th
20050608   management determined on June 8, 2005 that its internal controls over financial reporting as of December 31, 2004
20050609   no cusip
20050609   Changes in Internal Controls over Financial Reporting. In June 2005, the Company remediated the materi
20050609   In our Form 10-Q for the quarterly period ended April 30, 2005, we expect to report a material weakness in our intern
20050609   While management’s evaluation of internal control over financial reporting has not yet been completed, the
20050610   in the aggregate, constitute a material weakness in these internal controls. In particular, Grant Thornton n
20050610   As of March 31, 2005, management of the Company concluded that a material weakness in internal controls over fin
20050613   restatement of the Company’s previously issued financial statements on the Company’s assessment of th
20050613                                                                                         

                                                                                                 1
           As of December 31, 2004, management has identified the following material weaknesses:
. As of Decem
20050614   Management’s assessment identified a material weakness in the Company’s internal control over financial reporting.
20050614   management has identified one material weakness in internal control over financial reporting existing as o
20050614   On June 8, 2005, the Board of Directors of the Company determined, uponthe recommendation of manag
20050614   The Company did not maintain effective controls over the accounting for certain compensation arrangeme
20050614   Management's assessment identified thefollowing three material weaknesses as of March 31, 2005
20050614   Revenue Accounting In fiscal 2005 the company did not maintain effective controls over the determination
20050614   no cusip
20050615                                                                  

           We have identified material weaknesses in the following areas: 
 • Information Technology General Cont
20050615                                       T
           Material weaknesses identified were:
he Company’s corporate governance and disclosure controls and p
20050615   As discussed in Item 9A of the Company’s Annual Report on Form 10-K filed on June 15, 2005, the Comp
20050615   no cusip
20050617   Management identified as a material weakness inadequate controls over the vendor debit process. Vendor debits ar
20050617   identified a material weakness in our internal control over financial reporting with respect to the accounting for share
20050617   The deficiencies in our internal control over financial reporting related to thefailure to properly disclose equ
20050620   As of March 31, 2005, the Company did not maintain effective controls over the review and monitoring of the accoun
20050620   The areas of the internal controls that are deemed by Management to contain material weakness surroun
20050622   Specifically, Iroquois did not maintain effective controls toappropriately exclude from capital expenditures r
20050622   Our independent registered public accountants, Bedinger and Company haveindicated that they considere
20050623   As reported in our Current Report on Form 8-K, dated June 23, 2005, in the         course of a review of our d
20050624   The material weakness in our internal control over financial reporting as ofMarch 27, 2005 related to the fa
20050624   Controls and procedures surrounding the Company’s financial statement close process were not designed
20050624   The Company identified accounting errors in that certain true-ups for revenues relating to regulatory filings
20050624   In connection with the restatement, we have concluded that we have a material weakness in our internal c
20050627   As a result of the restatement management revised their annual report on internal control over financial re
20050627   Our new management concluded that, in addition to the existence of systemic fraud being perpetrated by
20050628                                          

                                                  T
           Material weaknesses identified were:
he Company’s corporate accounting for accruing accounts payable
20050628   Company has concluded that as a result of its review of internal controls under Section 404 of the Sarbanes-Oxley A
20050628   Deloitte informed Montgomery that it had identified the followingdeficiencies in Montgomery's internal cont
20050628   During the Company’s two most recent fiscal years ended December 31, 2003, and December 31, 2004, a
20050628   We have identified a material weakness in internal controls within the financial reporting process with resp
20050629   The material weakness in internal control over financial reporting as of March 31, 2005 related to the fact
20050629   Management’s assessment identified the following three material weaknesses in BMC Software’s internal
20050629   The first material weakness relates to a deficiency in the design of controls for ensuring that the Company’s financia
20050629   At March 31, 2005, the Company did not have policies and procedures over the accounting for credits attributable to
20050629   Certain matters involving internal control deficiencies considered to be a material weakness have been
20050629   However, in February 2005, the Company determined that there was a materialweakness in its internal
20050629   Subsequent to the issuance of our Form 10-K for the periods ended March 31,2004, we determined that th
20050629   Based on management’s assessment of our internal control over financial reporting as of March 31, 2005,
20050629   management has identified the material weaknesses in the Company’s interim and annual financial report
20050629   In May 2005, we announced that our financial statements were to be restated, relating to certain lease acc
20050629   In our post-closing and audit processes, certain issues were discovered by us and our independent registe
20050630   incorrect accounting for loans originated by the Company through the Mortgage Partnership Finance ("MPF") 100 pr
20050630   As of June 15, 2005, we have identified, among other things, material weaknesses in the processes and p
20050630   Company did not maintain effective internal control over financial reporting as of December 31, 2004 as a
20050701   Our assessment identified the following material weaknesses in the financial close and reporting process:
20050701   identified a materialweakness in our internal control relating to our limited segregation of duties.
20050701   Based on this evaluation, management concluded that as of April 2, 2005, the Company did not maintain
20050705   1. In conjunction with preparing our Form 10-K for the period endedDecember 31, 2004 and our registratio
20050706   Ernst & Young’s letter stated that, during its audit, it noted various matters involving internal control over fin
20050707   On December 4, 2002, Hein & Associates issued a material weakness letter to the Company’s Board of D
20050707   In connection with the assessment by the Company’s management of the effectiveness of the Company’s
20050708   During an analysis of aged trade accounts receivable conducted during fiscal 2005, and in connection with
20050712   For the year ended June 30, 2004, our auditors have advised our management of material weakness in ou
20050712   On June 30, 2005, in connection with its audit of our financial statements forthe year ended February 28, 2
20050713   The Company has had discussions with the accounting staff (the "Staff") of theSEC with respect to (1) th
20050713   The Company was aware of its staffing needs and took steps to address itsunderstaffed Finance and Acc
20050714   The Company identified a number of deficiencies pertaining to its information technology (“IT”) controls. T
20050714   as of the year end, ended March 31, 2005, Grant Thornton LLP (“Grant Thornton”), the Company’s indepe
20050714   However, due to errors identified in the accounting for certain percentage-of-completion contracts denomi
20050714   Based upon the results of our investigation described above, our principal executive officer and principal fi
20050714   Management is aware that there is a lack of segregation of duties at the Company due to the small numbe
20050715   During fiscal years 2003 and 2004, NUI’s external and internal auditors performed audits which identified m
20050718   In connection with its audit of the Company's financial statements for the yearended February 28, 2005,
20050719    As a result, management has identifiedthe following internal control deficiencies which, when accumulate
20050720   In addition to an extensive review of its current leases and leasehold improvements, Continental has designed new i
20050720   On June 30, 2005 the Company announced that it had filed for an extension of time to file its Annual Repo
20050720   These material weaknesses are primarily due to limited resources in the accounting function which: a) lim
20050721   The Company’s management has concluded that, as of December 31, 2004 and March 31, 2005, the Com
20050721   the Company had ineffective controls over the determination of its reportable segments as required by SFAS 131 an
20050721   During the most recent fiscal year and through July 15, 2005, there have been noreportable events as out
20050721   In view of this restatement, we determined that, as of June 30, 2004, September30, 2004, December 31,
20050722   The material weakness related to the December 31, 2004 financing closingprocess. Certain adjustments w
20050725   Our company lacked an appropriate tone and demonstrable commitment by former senior executives to s
20050726   IN PERFORMING ITS ASSESSMENT OF ITS INTERNAL CONTROLS OVER FINANCIAL REPORTING,
20050726   The following significant deficiencies have been identified that constitutematerial weaknesses:o Insufficien
20050727   Taking into account the communications dated May 11, 2005 and June28, 2005 by the Company's indepe
20050728   A material weakness is a control deficiency, or combination of control deficiencies, that results in there be
20050728   As of March 31, 2005, management has identified the followingmaterial weaknesses:           1. As of March 3
20050729   we identified the following material weaknesses that existed at April 30, 2005: 
 
• A material weakness in
20050729   As required by Rule 13a-14 under the Securities Exchange Act of 1934, asamended (the "Exchange Act")
20050729   The material weakness relates to the lack of segregation of duties within the financial processes in the Co
20050729   The Company's disclosure controls and procedures associated with theselection and application of accou
20050729   Due to limitations in financial and management resources, the Company does not have adequate account
20050802   The following material weaknesses have been identified and included in management’s assessment: 
•
20050802   The Company completed an internal review of the errors and determined that certain accounting personne
20050803   The material weaknesses were identified as:(1) Control Policies and ProceduresThe Company did not hav
20050805   The following material weakness has been identified and included in management’s assessment: The Com
20050805   Management has determined that there was a material weakness in UIL Holdings’ internal controls over fi
20050808   Net loss for the second quarter 2005 totaled $1,902,000, or $0.04 per share. This compares to a net loss
20050809   On August 2, 2005, management of the Registrant concluded that $4.5 million of payments received from
20050809    The following material weakness has been identified and included in management's assessment. As of D
20050809   As of June 25, 2005, we did not maintain appropriate control over the estimation process for timely identify
20050811    As discussed in Item 9A. Controls and Procedures in our Form 10-K/A, as of December 31, 2004, our the
20050812   Management has identified and included in its restated assessment the following material weakness as of
20050815   In the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 11,
20050815    The material weakness was detected by the Company and related to ineffective controls in place as of Ma
20050815   We identified the following material weaknesses in our internal control over financial reporting: 
 
• The C
20050815   As discussed in Note 2 to the consolidated financial statements contained in the Quarterly Report on Form
20050815   During our year-end closing process, for the reporting period ended April 30, 2005, we carried out an eval
20050815   An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (
20050815   The restatement was the result of a material weakness in the internal control over financial reporting as th
20050816   Management has concluded that these misstatements resulted from a control deficiency that represents a
20050816   Subsequent to the Corporation’s July 21, 2005 press release on second quarter 2005 earnings and prior t
20050816   Although we have not yet been required to assess and report on the effectiveness of our internal control o
20050817   A material weakness is a control deficiency, or combination of control deficiencies, that results in a more t
20050818   The following material weaknesses have been identified and included in management’s assessment as of
20050818   We concluded that as of June 30, 2003, the following material weaknesses in our internal controls existed
20050818   On July 18, 2005, in response to a comment raised by the Staff of the Securities and Exchange Commiss
20050818   The restatement is a result of an error in the accounting for certain of Holdings’ limited partnership units he
20050819   As of December 31, 2004 and continuing as of June 30, 2005, including all interim periods in 2004 and thr
20050819   A material weakness is a control deficiency, or combination of control deficiencies, that results in more tha
20050822   The Company's Chief Executive Officer and ChiefFinancial Officer concluded that a material weakness (a
20050822   However, a review of the internal control processes in the area of income tax accounting indicate that the
20050822   As disclosed in the Company's Form 10-KSB for the fiscal year ended December 31,2004, filed with the S
20050823   the Company concluded that the following material weaknesses existed as of December 31, 2004 and thro
20050824   Weaver & Tidwell notified the Audit Committee in connection with its audit as of July 31, 2004, that a m
20050824   We carried out an evaluation, under the supervision and with the participation of our management, includin
20050825   As a result of this event, the Company has determined that a materialweakness existed in its internal con
20050826    During the two most recent fiscal years and through August 23, 2005, there have been no reportable even
20050826   First, we had weaknesses in our general accounting processes related to insufficient documentation and a
20050829   Additionally, the Company is evaluating Management’s Report on Internal Control Over Financial Reportin
20050830   The material weaknesses identified include: 
• the lack of standard accounting policies and procedures t
20050831   In the Public Company Accounting Oversight Board’s Auditing Standard No. 2, An Audit of Internal Control
20050831   As a result of the investigation’s findings and the Registrant’s subsequent analysis, the Registrant determi
20050907   During the last two fiscal years ended November 28, 2004, and the subsequent interim period prior to the
20050907   Upon consummation of the purchase of Agis, an Israeli company, the Companyperformed an initial assess
20050909   As a result of this assessment, management has identified two material weaknesses in our internal contro
20050912   In view of the financial statement restatements described above, the Company has concluded that it had i
20050913   As a result of the restatement, the Company determined that a control deficiency existed with respect to th
20050913   The following material weakness has been identified and included in management’s assessment. The Com
20050913   Based on this assessment, management determined that a material weakness existed in the Company’s i
20050913   As of June 30, 2005, the Company identified a material weakness in its internal control over financial repo
20050913   As defined by the Public Company Accounting Oversight Board’s Auditing Standard No. 2, a material weak
20050915   Management has identified thefollowing two material weaknesses which have caused management to con
20050915   The Company is filing this amendment to such report to provide financial statements of the Company and
20050915   Revenue Recognition and Billing Processes. Management has concluded that as of May 31, 2005, mater
20050915   During the audit of our consolidated financial statements for Fiscal 2005 Deloitte & Touche LLP, our indep
20050920   material weakness in its internal control processes over financial reporting. Specifically, we incurred increa
20050920   The following material weakness has been identified and included in management’s assessment. As of De
20050922   In connection with the restatement described in Note 2 of our consolidated financial statements, managem
20050923   Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure co
20050923   We believe these weaknesses are due to a material weakness in our internal control over financial reporti
20050923   In connection with the audit of the consolidated financial statements for the year ended December 31, 200
20050926   Management's assessment concluded that the Company didnot maintain effective internal control over fin
20050927   Subsequently, the Company’s management, including the Company’s Chief Executive Officer and Chief F
20050927   The reportable conditions and material weaknesses relates to the December 31, 2004 financial close proc
20050927   The Company also determined that this error resulted from a combination of control deficiencies that toge
20050927   Changes made in ourinternal controls over financial reporting (as defined in Rules 13a-15(f) and15d-15(f)
20050928   The following material weaknesses have been identified and included in management’s assessment: 
 . A      

                                                                                                                      1
20050928   During the quarter ended December 31, 2004, the Company’s principal executive officer and principal fina
20050928   The Company’s Chief Executive Officer, Fred B. Parks, and Chief Financial Officer, Todd E. Paulson, hav
20050929   The following material weaknesses have been identified and included in management’s assessment: (1) C
20050929   As disclosed in the Company's Form 10-Q for the period ended April 30,2005, BDO notified the Audit C
20050930   During the course of the audit of our February 28, 2005 financial statements, our registered independent p
20050930   The following material weaknesses have been identified and included in management’s assessment: 
 n        

20050930   The following material weakness has been identified andincluded in management's assessment: - The Co
20050930   The material weakness in our internal controls over financial reporting as of June 30, 2005 related to the f
20050930   As a result of the Company’s internal review of its internal controls over financial reporting, management h
20050930   The Company currently employs one person in the accounting department (theChief Financial Officer) w
20051004   In connection with our preparation of this Form 10-Q/A for the quarter ended December 31, 2004, after co
20051004   The Company’s chief executive officer and chief financial officer, after evaluating the effectiveness of the C
20051004   The Company carried out an evaluation, under the supervision and with the participation of its manageme
20051005   A " material weakness" is defined as a control deficiency or combination of control deficiencies that results
20051005   Subsequent to the Evaluation Date, it was determined that certain tax positions maintained by the Compa
20051006   As a result of the above, the Company reorganized its accounting personnel toaddress these issues. Spec
20051007   In addition, this Form 10-Q/A also updates Part I, Item 4 to reflectmanagement's conclusion that t
20051011                                          O
                                                  

           Disclosure Controls and Procedures 
 n October 5, 2005, the Company announced that it was required to
20051011   management determined that there was amaterial weakness in the Company's internal control over financ
20051012   As a result of such financial statement restatement, management reassessed the Company’s internal con
20051012   The following material weakness has been identified and included in management’s assessment: 
 As o
20051012   As previously disclosed, the Company, through an internal review process has identified certain accountin
20051013   KPMG LLP advised management and the Audit Committee that it considered the following to constitute a
20051013   As disclosed in Item 8A of the Company’s Form 10-KSB for the fiscal year ended June 30, 2005, BDO rep
20051014   During the process of responding to a recent SEC comment letter, the Company's management identified
20051014   Notwithstanding the immediately preceding paragraph, in the second fiscal quarter of 2005, the Company’
20051014   As previously reported, Dana Corporation announced on October 10, 2005, that its management and the A
20051014   The following material weakness has been identified and included in management’s assessment. During t
20051017   In connection with the completion of its audit of, and the issuance of anunqualified report on, our cons
20051017   The Company expects to complete the filing of its Form 10-Q and Form 10-K on or before November 8, 2
20051018   Not enough info to code: we implemented several changes to our internal controls as a result of significa
20051018   The identified material weaknesses stemfrom the Company's use of an outside accounting firm to perform
20051019   In connectionwith the audit of our financial statements for the fiscal year ended December31, 2004, mana
20051024   Deloitte has issued a new report on its assessment of our management’s assessment of internal control o
20051025   Thematerial weakness identified consists of a combination of the followingsignificant deficiencies relating
20051025   We have performed an extensive review of our leases and our leasehold improvements in an effort to ens
20051026   In connection with the audit of our consolidated financial statements for the year ended December 31, 200
20051027   In November of 2004, KPMG informed the Audit Committee that it had identified the first material weaknes
20051028   Based upon that evaluation, the Company's Chief Executive Officer andChief Financial Officer have concl
20051028   the principal executive officer, who is also theacting principal financial officer, has concluded that the Co
20051028   Subsequent to the date of that evaluation, management considered the restatement of the Company’s inte
20051031    CIB Marine's Chief Executive Officer and Chief Financial Officer, afterevaluating the effectiveness of CIB
20051031   As an early stage private company, we have historically had limited accounting personnel and other resou
20051031   In connection with the preparation and review of our ConsolidatedFinancial Statements for the quarter end
quire resolution prior to the Company's emergence from its                     reorganization proceedings. The Company has identified
knesses and reportable conditions regarding internal             control that were identified in conjunction with our audit of the March 31, 2001 finan
  rial weaknesses in connection with the Company's internal controls. Inthis regard, the letter identifies the following reportable conditions
 d financial reporting difficulties in our United Kingdom and German operations arising out of poorly executed integration efforts. This led to o
y's former United CreditServ, Inc. credit card operations and UICI'sAcademic Management Services Corp. (formerly Educational Finance Gro
  18, 2002, the date of dismissal of PWC, there had been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)) except, in a le
ents for the year ended December 31, 2001, Deloitte & Touche LLP informedthe Company that a material weakness under standards establ
  nt auditors issued a letter to us indicating that they believe there is a material weakness, as defined in authoritative auditing literature, in our
  arterly Report on Form 10-Q, Grant Thornton LLP, our independent auditors, informed our management and our audit committee that they id
    in internal controls related to the timeliness of bank reconciliations performed for the period Apr. 1, 2001 through December 31, 2001. Durin
ents for the years ended December 31, 2001 and 2000 Deloitte identified and discussed with management and the Audit Committee of the B
 mer Auditor had identified (i) material weaknesses in the Company’s internal control over the disbursement approval and documentation pro
eaknesses in the Company's systemof internal controls including the adequacy, competency and reliability ofoperational and financial informa
  edures and methodology used by the Company in its review of the inventory adjustments in order to determine the final amount of the adjus
 he subsequent interim period through February 4, 2003, the Registrant has had reportable events as defined in Item 304(a)(1)(v) of Regulati
  a letter communicating material weaknesses in internal controls during the year ended June 30, 2002. Deloitte & Touche has informed the P
 aregistrant to also disclose whether the former auditors have advised theregistrant that the internal controls necessary to develop reliable fin
                                                          that:

ded June 30, 2002, in which the Registrant reported
 During the preparation of the third quarter 2002 financial statements, management id
nsolidated financial statements for the year ended December 31, 2002, the Company’s independent auditors, PricewaterhouseCoopers LLP
 to be a reportable condition under standards established by the American Institute of Certified Public Accountants. Reportable conditions inv
   by the Company's independent auditors that they have identified a " material weakness" (as defined under standards established by the Am
  r ended December 31, 2002, Ernst & Young LLP advised the Company that the lack of segregation of duties is a material weakness.
reports on our financial statements did not contain any adverse opinion ordisclaimer of opinion, nor were such reports qualified or modified a
  es, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be preven
 ements as of and for the year ended December 31, 2002, management in conjunction with our independent accountants identified certain de
 tte & Touche LLP ("Deloitte & Touche"), that during the course of their audit of our financial statements for the year ended February 1, 2003,
  ncerns regarding material weaknesses in the company's system of internal controls, policies and procedures, including the adequacy and re
01 and 2002, and subsequently through the date of E&Y's resignation, any reportable events as defined in Item 304(a) of Regulation S-K, ex
 or the year ending December 31, 2002, D&T identified certain deficiencies in the Company's internal control procedures that D&T considered
 e Company not employing resources with adequate expertise in matters related to the accounting for income taxes. As a result of this deficie
  increased significantly during the past year. We have undertaken improvements in our accounting procedures and personnel in Kazakhstan
 ial statements for the year ended December 31, 2002, it noted certain matters involving our internal control that Deloitte considers to be mate
  unting for regulated and unregulated energy commodity procurement, which were assessed to be a material weakness in our internal contro
2002, and the subsequent interim period through May 28, 2003, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v
 hthere were no recent cash payments. Deloitte has cited this issue as a potentialmaterial weakness during past quarters and has contacted
   Statements” in the accompanying financial statements, in the course of completing the 2003 audited financial statements, management iden
                                                      a
T, to our Audit Committee with respect to D&T’s
udit for the year ended December 31, 2003, D&T informed the Audit Committee that they ide
   material weaknesses in the Company's system of internal controls. First, PWC advised of what it termed an apparent override of the cont
  irements of Sarbanes-Oxley Section 404, and prior to the issuance of our financial statements for the quarter ended September 30, 2004, th
 dated July 12, 2002, of certain matters that it considered to be materialweaknesses in the Company's internal control and its operatio
 ear ended March 31, 2003, Grant Thornton LLP ("GT") advised USGA thatit had identified certain deficiencies in USGA's internal control pro
   the Registrant that a material weakness existed in the Registrant’s internal controls as a result of the January 2003 resignation of the Regist
 oard of Directors as part of the fiscal 2002 audit, which we discuss in detail in our Annual Report on Form 10-K filed on June 30, 2003, defici
 ate its financial statements for fiscal years 2003 and 2002 to correct an accounting error related to its accruals for vacation expenses over th
  andards established by the American Institute of Certified Public Accountants. The weakness relates to the failure of the Company's control
  's financial statements for the fiscal year ended November 30, 2001, which identified "material weaknesses" (as defined under standards es
 Rachlin advised the Registrant that the internal controls necessary for the Registrant to develop reliable financial statements did not exist. Th
1 and 2002) and from January 1, 2003 to the date of this report, there were no disagreements with Grant Thornton on any matter of accountin
ember 31, 2003, our independent auditors, PwC, reported to our audit committee a “material weakness” and a “reportable condition” under st
 ted to the reconciliation of servicer advances and concluded that it constituted a material weakness for the year ended December 31, 2003.
12, 2003, there were no Reportable Events (as defined by Regulation S-KItem 304 (a)(1)(v)) except that in November 2000 and November 2
aspects of the Company’s internal controls that were noted during PwC’s audits of the Company’s financial statements for the fiscal years en
 nterest rateswap entered into by its Italian subsidiary was not recorded or disclosed in itsMarch 31, 2001 10-Q. The Company addressed this

    letter to, and discussed it with, Management and the Audit Committee.             The management letter is the formal means by w
adein connection with the filing of its Quarterly Report on Form 10-Q for theperiods ended September 30, 2002, the Company made change
erwriting process. In any organization, those motivated to sell goodsshould not also make decisions about granting credit to customers. As ac
  , 2002, and experienced difficulty in catching up with its filing obligations for the year ended September 30, 2002 while fulfilling its responsibi
cial statements for the year ended April 30, 2003, nevertheless, it is Grant Thornton, LLP’s view that there is a material weakness in the Com
  accepted auditing standards, the need to file amendments to restate financial statements in prior filings with the SEC … indicates the existe
P (PwC), advised Allegheny that it noted certain matters involving internal controls that PwC considered to be material weaknesses, including
, a material weakness relating to the timely accrual of certain costs associated with subcontractors. The accrual of those subcontractor costs
  osure controls and procedures and have taken corrective actions. In certaincases, we have identified disclosure controls and procedural im
 financial reporting as required by Section 404 of the Sarbanes-Oxley Act, we identified, and remediated in the fourth quarter of 2004, certain
 lating to the accounting for derivative instruments. The insufficient controls include inadequate procedures regarding: (i) documentation for h
r the year ended September 30, 2002, WithumSmith+Brown advised the Company and the Audit Committee that material weaknesses existe
able balance was materially overstated and that our net revenue and provision for doubtful accounts applicable to prior periods also required
ation of the tax provision and deferred income tax balances in accordance with generally accepted accounting principles. Specifically, our pro
mmunicated to the Registrant a material weakness concerning controlssurrounding the reconciliation of deferred tax asset and liability
 ess, current management has also concluded that deficiencies in the internal control environment (relating to accounting, financial reporting
ed March 31, 2003, our independent auditors informed us that they had noted a combination of factors which taken together constituted a ma
 and 2001, and the subsequent interim periods preceding the date of determination of termination of the engagement of KPMG, there were n



 g to work-in-process inventory at two locations within Dresser-Rand Company (DR). Management immediately began an extensive, in-depth
 this filing, the CEO and CFO, in conjunction with the Company's outside auditors, evaluated the Company's processes and procedures and
 d June 30, 2003, in connection with the completion of their review of our financial statements for the three-month and six-month periods end
 be restating its financial statements for all periods presented to reflect changes in the method by which it accounts for ground lease expense
mpany's consolidated financial statements. Sales totaled approximately $35 million for 2002 and approximately $41.8 million for the nine mon
  m 10-Q for the quarter ended September 30, 2003, within the prescribed time period because of an outstanding valuation issue relating to th
 ls include the needs to hire additional staffing and change the structure of the finance/accounting department, to provide better coordination

 y interdependent. During the course of the fiscal 2002 year-end close and subsequent audit, the Company's management and its auditors id
 pany's internal controls in its procedures for tracking and reporting inventory. In 2002, this was reported to the Company by Moss Adams as
O issued two management letters to the Registrant advising the Registrant that it noted several matters involving internal control that it consid
here were reportable events as described under Item 304(a)(1)(v) of Regulation S-K related to internal control matters noted in one of the Co
mmittee and management that it had identified during the course of its audit for the year ended June 30, 2004 the following four significant de
  its internal control over financial reporting relating to the procedures management employs to review the specialist's work. In order to remed
  their audits of our 2002, 2001 and 2000 financial statements, they identified certain deficiencies that constituted material control weaknesse
 e fiscal year ended August 31, 2003, our independent auditors, PMG LLP, advised management and Audit Committee of our Board of Direc
 ternal control systems necessary for the Company to develop reliable financialstatements.Specifically, in connection with an audit of the Com
dress material weaknesses in internal controls previously identified by Ernst & Young LLP in connection with its audit of fiscal year 2003. Man
deficiencies, which relate primarily to the Americas operating location, resulted in errors in the depreciation of fixed assets, amortization of int
 control deficiencies which collectively constituted a material internal control weakness, the most significant of which related to the Company
ate and should be strengthened. In connection with KPMG's uncompleted audit of the Company's 2002 consolidated financial statements, KP
ement and KPMG LLP ("KPMG"), the Company's independent public accountants, advised the Company's Audit Committee that during the c
S- K, that occurred within the fiscal years ended January 31, 2002 and 2003 or the period from February 1, 2003 through December 17, 2003
mpany E&Y’s concerns relating to the Company’s disclosure controls, accounting controls and controls over the safeguarding of assets rega



 consolidated financial statements for the first three quarters of fiscal 2003 as a result of a change in the way we do business with a reseller t
mpany’s Audit Committee summarizing “reportable conditions” and “ material weaknesses” as defined by the AICPA in the Company’s interna

owing to constitute material weaknesses in internal control and operations: (i) the Company's failure to adequately staff its finance group with
   the effectiveness of our internal controls. Among other things, we have taken and are taking the following remedial measures: We have imp
a material weakness has been identified in the Company's internal control for the year ended September 30, 2003. Specifically, the independ
ars then ended PricewaterhouseCoopers LLP issued to the Company and itsaudit committee a letter detailing material weaknesses identified
  womaterial weaknesses in the Company's internal controls related to the timing ofthe recordation of transactions and the need of the Co
 Grant Thornton LLP notified the Registrant of certain significant continuing internal control deficiencies that Grant Thornton LLP concluded to
  k on completing under US GAAP an audit of the Company's 2002 financial statements and a re-audit of the Company's 2001 financial statem
pany’s timetable for completing its documentation and testing will likely be too late for its independent accountants to adequately test and con
 it committee that it believed there is a material weakness in the Registrant’s internal controls. Specifically, Ernst & Young indicated that certa
 it committee that it believed there is a material weakness in the Registrant’s internal controls. Specifically, Ernst & Young indicated that certa
 it committee that it believed there is a material weakness in the Registrant's internal controls. Specifically, Ernst & Young indicated that certa
rial weaknesses identified in the 2003 audit and to further strengthen its internal control over financial reporting (as defined in Rules 13a-15(f
 ng the financial periods that were restated we made materially false and misleading statements about the status and effectiveness of a man
 ted a material weakness. The control deficiency resulted from the lack of effective detective and monitoring controls within internal control ov
  y’s Audit Committee that it noted potential inadequacies in internal controls relevant to revenue recognition with respect to certain transaction
ventory controls and the accounts payable process for the Company’s Videotele.com business, which the Company acquired in November 2
al control over financial reporting was not effective as of December 31, 2004, due to the following material weakness: As of December 31, 20
 1, 2003, Deloitte & Touche advised Ault that, in the opinion of Deloitte & Touche, there was a material weakness in connection with Ault’s an
Company's internal controls. On October 22, 2003, Goodyear announced that the Company would restate its previously-issued financial resu
cial results for the first three quarters of the year ended March 31, 2003 ("fiscal year 2003") because of accounting errors it had previously ide
ancial statements for the year ended December 31, 2002 (see Note 3 to those financial statements). The restatement relates in part to the re
  rcomplex transactions on a consolidated basis since the reorganization whichoccurred in 2001. Our auditors identified our limited financi
ease announcing that it would restate its audited financial statements for the fiscal year ended July 31, 2003 and may restate its unaudited fin
 as incorrect. Management recommended, and the Chair of the Audit Committee concurred, that the Company should file a Form 12b-25 to e
  mbers that several material weaknesses in internal control existed. Due to turnover in the personnel responsible for the Company's account
me taxes previously reported in our Annual Report on Form 10-K for the year ended December 31, 2004. The material weakness in internal c
 y’s Chief Executive Officer and Chief Financial Officer concluded that the restatement is a material weakness (as defined under standards e
 financial reporting process, as the duties of Controller, CFO andCEO are performed by the same individual. Accordingly, the preparation offin
 ich were underwritten by the Company’s affiliate, Countrywide Securities Corporation (“CSC”). These securities contained embedded derivat
n and operation of its Disclosure Controls pursuant to Rule 15d-15 of the Exchange Act. This evaluation ("Controls Evaluation") was done un
 ements for the year ended December 31, 2004, the Company determined that it had an internal control deficiency that constitutes a “materia
 22, 2004, advised management and the audit committee of our board of directors of the following matters that Ernst & Young considered to b
r the determination and reporting of the provision for income taxes and related deferred income tax balances. Specifically, the company did n
 s under these criteria and, therefore, that our internal control over financial reporting was not effective as of December 31, 2004.              Th
 ree and nine months ended August 31, 2004, our independent certified registered public accounting firm identified two control deficiencies re
 endent auditors, advised the Company's Audit Committee that during the course of the fiscal 2003 audit, material weaknesses in internal con
  public statements during this period materially overstated our net income and other financial results and were otherwise false and misleadin
ccountants for the Company. The Company has not yet engaged a new independent accountant. … In connection with their audit of the Com
 nc. (“Sun”) and Cha Cha Acquisition Corporation                                  The events cited in this report that are the subject of the restate
 ection with the December 31, 2003 audit, that (1) there were two disagreements on matters of accounting principles and practices during the
mmittee that the underlying control issues should be considered a material weakness under standards established by the Public Company Ac
1, 2003, the Company's auditors communicated to the Company's management and Audit Committee two reportable conditions in the interna
 Committee certain matters involving internal controls that our independent auditors considered to be reportable conditions under standards e
ard of directors that they believed our lack of a formal process for senior financial management to review assumptions and check calculations
  Company's disclosure procedures and has taken corrective actions.Management has already implemented disclosure procedural improvem
 ptember 30, 2003, during the fourth quarter ended December 31, 2003 we implemented the following changes to our internal control over fin
1, 2003, the Company’s auditors communicated to the Company’s management and Audit Committee two conditions in the Company’s intern
eCompany's independent auditors, PricewaterhouseCoopers LLP, that there werematerial weaknesses (as defined in AU 325, Communicatio
 houseCoopers LLP (“PwC”) advised the Audit Committee of the Company’s Board of Directors, and the Chief Financial Officer and the Corp
 reported relating primarily to our operations primarily in Mexico, Venezuela and the US that are considered to be “ material weaknesses” wh
 atements, have noted certain matters involving our internal control and its operation in connection with the improper recording of workers’ co
ey identified the following material weaknesses during their audits of the restated financial statements for 2003, 2002 and 2001: inadequate p
  our internal accounting controls which, considered collectively, may constitute a material weakness in our internal controls pursuant to stand
ontrols and operations of our Marine Construction Services segment which, among other things, impact our ability to forecast accurately total
ers, allegations that: Microtune materially overstated revenue by recognizing certain sales immediately as revenue when deferred revenue re
cial statements as a result of over accruals of certain expenses caused bya previously undetected flaw in our computer software that is used
003 audit. KPMG had identified a material weakness in our internal controls as they relate to recognition of revenue on the sale of lasers und
 statements to the market during the class period that failed to disclose that (i) we had materially overstated our revenue by improperly recog
tatements for the year ended December 31, 2003, we reviewed the nature, timing and accounting treatment of obligations to certain custome
 ent's assessment. There were ineffective controls over system application security access which were identified in the areas of deposits, loa
on of material weaknesses. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood
ntified and reported to the audit committee of our board of directors certain internal control deficiencies that Grant Thornton considers to be s
  in the United States District Court for the Northern District of Texas (Dallas Division) against the company and certain of our current and form
 iew of all aspects of the matter of certain material weaknesses we identified in the internal controls and procedures of our wholly-owned subs
   not maintain effective controls over its accounting for deferred income taxes. The specific control deficiency identified related to the lack of a
 ement has concluded that as of December 31, 2004 the Company did not maintain effective controls over revenue and sales related cost re
 knesses in its internal control over financial reporting that management has concluded constitute material weaknesses in the Company's inte
 anuary 31, 2004, PricewaterhouseCoopers LLP informed our audit committee that there was a material weakness in our internal controls. S
  the auditors during the audit. The auditors advised that while internal controls over systems were adequate, lack of timely monitoring control
sary to develop reliable financial statements did not exist and they did complete the audits and stated “In our opinion, the financial statements
 were not being performed in a timely manner and the processing of vendor invoices had been delayed, resulting in a requirement for increas
  red revenue did not include all the appropriate accounts receivable and deferred revenue accounts, and was not prepared on a timely basis.
  the auditors during the audit. The auditors advised that while internal controls over systems were adequate, lack of timely monitoring control
 ent and our Audit Committee that they had identified a material weakness related to our controls over the capture and proper recording of st
nts have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 1 to the financial statements, the
nts, we, along with our auditors, PricewaterhouseCoopers LLP, informed the Audit Committee that we had identified a material weakness rela
ember 31, 2003, the independent auditors informed us that they had discovered a number of issues that constituted a material weakness in o
were discovered, confirmed that a concealment of inventory shortages from 2002 through the third quarter 2003 existed and was limited to th
                                                                            a
  process of its personal computer equipment and peripherals and an
ssessment of furniture and fixtures. At the conclusion of these process
  2004, that a material weakness had been identified in the company’s internal control relating to a lack of sufficient oversight over the closing
 r ended December 31, 2002, the Corporation's auditors identified tworeportable conditions under standards established by the American Ins
condition relating to its internal control structure as it relates to the use of cash flow models. The cash flow estimates provided by these mod
                                                                          M
                                                                          

e its internal controls over financial reporting in the following areas:
 aterial Weakness
 •         We found that losses were probable in the co
es, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be preven
erhouseCoopers LLP ("PwC"), has identified deficiencies in the Company'sinternal control over financial reporting which resulted in two resta
 ttee and management of an item that Ernst & Young considered to be a reportable condition and material weakness in the Company’s intern
  ofits consolidation procedures and accounting for investments, in particular asthey relate to a German holding company that held the Comp

 fied report on, the Company's consolidated financial statements for the fiscal years ended December 31, 2003 and 2002, KPMG identified d
 y's independent auditors, Hein & Associates, LLP ("Hein"), identified certain material weaknesses in the Company's systems of internal contr
eloitte & Touche LLP (D&T) identifying a reportable condition under the standards established by the American Institute of Certified Public Ac
 rating leases that provided for escalating lease payments. Historically, we had recognized the expense associated with certain of these oper
 ns that together constitute a material weakness in internal control over financial reporting involving incorrect applications of generally accept
es": (1) numerous adjusting entries proposed as a result of our 2003 audit were recorded by the Company to correct the underlying books an
 ; Workload of Accounting Staff; Segregation of Duties; Closing and Consolidation Process; Interdepartmental Communication; Accounts Pay
e and management certain internal control deficiencies, including in the following areas: segregation of duties within a certain subsidiary; info
ompany, P.A. reported to management certain material weaknesses in the Company's internal control systems relating to the Company's co
y discovered a systematic error in the calculations of its non-cash depletion, depreciation and amortization expense since 1997 ... Accordingl
ccountants have identified a material weakness in our internal controls andprocedures relating to inventory costing and obsolescence ana
  re insufficient to identify and record all accounting entries necessary to reflect our financial position, results of operations and cash flows in a
   ended December 31, 2003 PricewaterhouseCoopers LLP identified significant deficiencies, which represents a material weakness. The ma
  r complex transactions on a consolidated basis. Our auditors identified a material weakness in internal control over financial reporting and ce
  nts for the year ended December 31, 2003, the Partnership and its external auditors identified the failure of the Partnership to properly accou
at during the course of the fiscal 2003 audit, material weaknesses in internal controls were noted relating to: (1) lack of documentation suppo
 he 4th fiscal quarter of 2003, there were material weaknessesin the Company's disclosure controls and procedures. The Company's ChiefEx
 t, in connection with the 2003 year-end audit, the independent registered public accounting firm identified a material weakness in our internal
 that its historical method of accounting for construction period straight-line rent and landlord construction allowances was not in accordance with GAAP. A
  detective controls to identify misstatements of accountinginformation as well as appropriate procedures for appropriately assessing andappl
 , 2003, BDO Seidman identified material weaknesses in the Company's internal controls as of fiscal year end. The deficiencies noted were (
ent interim period through the date of Ernst & Young's dismissal, there were no "reportable events" (as such term is defined in Item 304(a)(1)
 ternal Control over Financial Reporting as of January 31, 2005” (Item 9A.a), that [acquired business] Computer Network Technology Corporation did not m
 h April 30, 2004, there were no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)), except for the following event: On April 2
use the company has significant deficiencies, including material weaknesses, in its internal controls over financial reporting. Until the compan
ely on the representations of the Registrant's CEO. Deloitte has also previously communicated to the Registrant that, in light of the facts and
  our independent external auditors, PricewaterhouseCoopers LLP (PwC), identified and reported on material weaknesses within our system
our independent registered public accounting firm determined that a material weakness exists related to our internal controls and procedures
with their audit of our financial statements for the three years ended December 31, 2003 [include] ... [1] Our accounting system and chart of a
s and controls were not originally set up to process and report revenues in this manner. We have concluded that this circumstance constitute
 on between our sales and accounting departments. We have taken steps to improve the controls in this area, including our hiring of a Vice P
e the effectiveness of the design and operation of our disclosure controls and procedures and our internal controls over financial reporting, w
Company's independent auditors, KPMG LLP, identified a reportable condition in internal control that KPMG LLP considers to me [sic] a mate
003, KPMG LLP issued a letter May 10, 2004 to the Audit Committee of our Board of Directors that identified three material weaknesses in ou
d a weakness in our procedures for reconciling our accounts payable at the end of each reporting period. The weakness arose as a result of
 ported to our Audit Committee certain matters involving internal controls that our independent auditors considered to be reportable conditions
  involving internal controls that Grobstein considered to be significant deficiencies that, in the aggregate, constitute material weaknesses und
 d the audit committee of our board of directors of two matters that they considered to be material weaknesses in our internal controls, which
was a material weakness in the Company's internal controls over financial reporting relating to the process of establishing the allowance for lo
 s involving internal controls that our independent auditors considered to be reportable conditions, and a material weakness, under standards
 ancial Officer concluded that the presence of the matters described below constitute a material weakness as defined under the standards of
        a
 views
nd approvals of transactions, accounting entries and systems output at our dELiA*s subsidiary. According to KPMG, numerous adjust
o ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply
nel resulted in certain conditions which, when considered collectively, constitute a material weakness in our internal controls. Such conditions
 y noted deficiencies in internal controls relating to: Weakness in our financial reporting process as a result of a lack of adequate staffing in th
 nted remedial measures to address material weaknesses in internal control over financial reporting identified by our independent auditors in
agement that the conditions that gave rise to the restatement of the 2002 and 2001 financial statements were deemed material weaknesses i
hese deficiencies relate to our processes for obtaining and evaluating relevant facts with respect to customer software acceptance, processin
 al control over financial reporting: 
 • Capitalized Software Development Costs—The company’s controls over the capitalization of software development
  g firm at the time, PricewaterhouseCoopers LLP, advised management and the Audit Committee that it noted certain matters regarding softw
 ertain material weaknesses in the Company’s internal controls with regard to its financial reporting system, which was reported in Item 8A of
 h 31, 2005, the Company did not maintain effective control over the accounting for the accrual of certain management and employee bonuse
ntrol environment, the risk assessment process and the monitoring process that assesses the quality of the Company's internal control perfo
ed to inventory accounting. Certain of our inventory processes were not reviewed by a supervisor in sufficient detail, resulting in inaccurate ad
ess in the designof its system of internal accounting control that may have permitted employeesat certain company locations to circumvent fe
 ered public accounting firm, identified and reported to our audit committee significant internal control deficiencies that collectively constituted
n properly recognized in its Uruguayan operation (which is part of the Directory Services segment) in accordance with the Company
 for the analysis of revenue reserves for product sales and lack of procedures for timely communications from the Legal Department and ope
 irm include the following weaknessesin certain divisions of the Company:o Failure to reconcile certain general ledger accounts on a timely an
  Corporation with a report which identified material weaknesses with certain internal controls related to the detection of side letters and the pr
Press' financial statements as of August 31, 2003 and for each of the years ended August 31, 2001, 2002 and 2003 and identified certain ma
2004 and in connection with the corresponding audit by our independent auditors, Ernst & Young LLP, the Company’s management identified
      that                                                                                o
 ted
 the Company does not have adequate internal controls over the application
f new accounting principles or the application of existing
 aterial weakness in the Company's internal controls. This weakness was attributable to a lack of appropriate accounting staff and manageme
 ss Conduct and Ethics, the Company learned, and informed PwC, of certain failures to comply with requirements for product testing and the
 uding: inadequate staffing and resources allocated to the corporate tax function … inadequate staffing and supervision over the corporate co
  it had identified the following two reportable conditions: (1) in the course of its audit for the year ended December 31, 2003, PwC identified in
                                                                          m
  iders resource constraints in STATS’ accounting department to be a
 aterial weakness in STATS’ internal controls. STATS’ audit committee h
S-K, except that a material weakness in internal controls was identified in connection with the Company's 2003 audit relating to its oil and gas
 iscal 2004, our independent auditors informed us that heightened new standards suggest that they characterize three items as material weak
disys’ financial results. More specifically, the Complaints allege that defendants failed to disclose and indicate: (1) that Verdisys had materially
h they noted certain matters involving our internal controls and operation that they consider to be “ reportable conditions” … including our rev
at a material weakness in internal control over the Company’s financial reporting exists. The material weakness relates to the Company’s ina
2004, we determined that our bank advances reflected in our financial records as of March 31, 2004 were understated by $9.5 million, which
nesses in internal controls over the implementation of computer systems, recording inventory amounts and related costs, account reconciliat
 e fiscal year ended December 31, 2003, our independent auditors, KPMG LLP, advised management and the Audit Committee of our Board
                            •
gement’s assessment: 
 Accounting for Pensions and Other Post-Employment Benefits. As of December 31, 2004, the Company did not ma
   2003, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing
ants, two areas of material internal control weakness have been identified that resulted in a restatement of our consolidated financial stateme
  l weaknesses" relating to internal control, the Company's financial reporting systems and the manner in which Solo Cup Company processe
Package are as follows: 
 1. During the audit, PNC encountered that detail schedules and other documentation supporting general ledger ac
                                                                             d
 firm for the Hong Kong Joint Venture has identified certain internal control
eficiencies at the Hong Kong Joint Venture which the auditors con
eaknesses in our internal controls and procedures relating to errors in our recognition of revenue resulting from incorrectly reviewing distribut
nd procedures in connection with the audit of our financial statements for fiscal 2004….The deficiencies in our internal controls relate to: wea
 ernal controls existed. Specifically, [the company’s quarterly and annual] filing dates are significantly past the deadlines prescribed by the Se
 1, 2004, the Partnership was not properly accounting for income taxes. Although the amounts involved were not material to the consolidated
   Audited Report prepared pursuant to Rule 17a-5 for the year ended January 31, 2004, noted the following internal control matters which we
e on its previously issued financial statements. As a result of Brigham's ongoing evaluation, it was unable, without unreasonable effort and ex
 e that the following matters involving the Company’s internal controls and operation were considered to be “reportable conditions”, as defined
errors and has concluded that the restatement resulted from a material weakness in the Company's internal control, which the Company belie
ssue related to the receivables of our wholly-owned Canadian subsidiary, Mitcham Canada, Ltd. Our audit committee immediately began an i
 nd our independent certified registered public accounting firm identified certain reportable conditions that together constitute an overall mate
 02 and 2001, KPMG assessed the internal controls of the Company and itssubsidiaries and advised the Company's Audit Committee that ce
ate the material weakness in internal control that resulted from the inappropriate application of Generally Accepted Accounting Principles related to the acc
 sight of our application of purchase accounting relating to the amortization of leasing commissions on acquired buildings, as a result of whic
ement of the Company of a reportable condition that Deloitte & Touche LLP considers a material weakness in internal control relating to finan
olidated financial statements for the six months ended June 30, 2004, theCompany's independent auditors, BDO Seidman, LLP ("BDO"), com
 001 through 2003, and for the first quarter of 2004. This restatement was primarily the result of the inappropriate application of accounting p
r ended June 30, 2004 performed by BDO, our independent registered public accounting firm, BDO informed us and our Audit Committee of
es to address material weaknesses in the internal controls and procedures for financial reporting relating to (i) the lack of documentation and
 lerical errors, certain reconciling items between the detail accounts receivable and accounts payable subledgers and the general ledger rela
  in internal control over financial reporting relating to the computation by the Company of deferred income taxes for the Company's investme
 porting relating to the validation and monitoring of assumptions underlying the estimates used to compute certain first year, bonus and renew
                                                                                       a
 t for the years ended December 31, 2002 and 2001, they determined that there was
 material weakness in internal control over the manner
 May 2001 and the purchase accounting related to the acquisition of MGI Software in January 2002 should be corrected. The revisions increa
 ial inaccuracies in the Company’s financial results for the fiscal year ended May 29, 2004. In addition, although KPMG does not perform an
 weakness existed in our internal control over financial reporting as of December 31, 2004. ... As a result of their assessment, our management identified th
 r the year ended December 31, 2003, Marcum & Kliegman LLP advised ourmanagement and Audit Committee that it had identified a deficie
 itors have reported certain conditions, which together constitute a material weakness in the internal controls over our ability to produce timely
n during the year ended May 31, 2001. As a result, retained earnings and income taxes payable as of June 1, 2001, have been restated to de
                                                 D
ort on Form 10−K for the fiscal year ended
ecember 31, 2003, in March 2004, we discovered that the manager of a division in our South Re
from our independent registered public accountants regarding a material weakness in the effectiveness of our internal controls, we believe w
eriod ended March 31, 2004, the Corporation's independent registered public accounting firm advised the Audit Committee and managemen
osts by expense category and by project; specifically in the area of research and development, product development, and engineering servic
A. ] advised management and the Board of Directors that it considered the following to constitute material weaknesses in internal control and
                                                           n
ent that, with the enhanced visibility provided by our
ew billing system that our previously reported accounts receivable balance at March 31,
  in internal control over financial reporting as of December 31, 2004: 
1) The Company’s internal controls intended to ensure the proper acco
 ors at its Carlisle, PA dairy facility and in its financial reports for its dairy foods segment. The Company has restated its financial results for c
 accounting firm identified and reported to our audit committee significant internal control matters that collectively constitute “ material weakn
  have advised the company that they have identified two material weaknesses in its internal controls: First, failure to correct identified error o
 istrant’s Audit Committee and management that the following material weaknesses existed in the internal controls necessary for the Compa
ephson reported this matter to the board of directors as a material weaknessin internal control.
 initial determination and subsequent monitoring of factors affecting the realization of deferred tax assets, including the associated deferred t
ny's independent auditors, Dudley, Hopton-Jones, Sims & Freeman, PLLP (the "Auditor"), identified and communicated to the Company mat
vised the Company that there is a material weakness in the Company’s internal controls over the accounting and reporting for reinsurance c
 hief financial officer, a member of management, has been the only employee involved in accounting and financial reporting. The Board of Di
lowing material weaknesses in the Company's acquired Drew businesses related to: 1. the Company's financial reporting closing and review
 concluded that there was a significant change in the registrants' internal controls or in other factors that could significantly affect these contro
 reviewing its accounting treatment for leases, rent holidays and tenant improvement allowances in light of the views expressed by the Office of the Chief A
 existed in internal controls related to the Company's N.Y. Intrastate access tariff filings. The identified deficiency was that the Company inadv
g firm, have reported to its Audit Committee certain matters involving internal controls that KPMG considers to be material weaknesses or re
ndthe interim period from January 1, 2004 through August 20, 2004, there were noreportable events (as defined by Regulation S-K Item 304
 rch 31, 2004, Company employees identified material weaknesses in internal control surrounding oversight controls over non-routine transac
 l deficiencies, as described below, that constitute material weaknesses as defined in Statement of Auditing Standards No. 60….Some of the
onstruction at our international operations which had originally been recorded as operating expenses in prior periods should have been capita
 oan fees. Approximately $4.0 million of deferred loan fees, net of costs, were not being amortized to interest income because not all deferre
 ur finance and accounting functions and an insufficient level of monitoring and oversight, which may restrict our ability to gather, analyze and
 it Committee, determined that there was a "material weakness," or a reportable condition in which the design or operation of one or more of
 the year ended March 1, 2003, our independent registered public accounting firm, Ernst & Young LLP, has communicated to the Audit Comm
 al controls that existed in 2002 and years prior to 2002, which resulted in restatement adjustments totaling $47.4 million … The Company ha
was a "material weakness," or a reportable condition in which the design or operation of one or more of the specific internal control compone
 tion and review of our consolidated financial statements for the quarter ended June 30, 2004, management corrected an error in the applicat
  2005 management determined that the control deficiency relating to the errors identified with respect to revenue recognition for the SSA Agr
he completion of their audit for fiscal 2004 that they had identified certain matters involving the operation of our internal controls that they con
sts at the main operations of the Company, and to costing of inventory transactions and of period-end inventory balances at one of the Comp
ung, the Company’s independent auditors, informed our Board of Directors that they believe that the personnel and management of Novogen
nting policies and procedures, including written procedures for the monthly, quarterly, and annual “closing” of our financial books and records
  for the years ended March 31, 2004 and 2003, Marcum & Kliegman LLP advised our management and that it had identified a deficiency in i
 nting for income taxes, due to errors in the computations of the provision for sales taxes, the domestic and foreign provision for income taxe
 by a single operator. KPMG advised the Company that it believed that these transaction structures created two variable interest entities, or “VIEs”, within t
ation process over the tax accounts, inappropriate definition of roles and responsibilities, and an inadequate tax account structure in our acco
 ss in our internal controls and a lack of segregation of duties which resulted from, among other things, a lack of capital and human resource
 ntrol activities in place during the periods impacted by the restatement were insufficient to ensure (i) that various tax exposures were accrue
 . 30, 2004 ... and to report its conclusion that its controls over the recording of the tax provision at Sept. 30, 2004 were ineffective due to the
ents for and as of the three month period ended March 31, 2004, Grant Thornton LLP ("Grant Thornton"), the Company's independent acc
 January 31, 2004, KPMG identified the following internal control issues that KPMG considered to be material weaknesses (as defined under
ve remediation efforts with respect to the reportable conditions mentioned in the April 19, 2004 letter, including engaging an outside internal c
  view towards continuous improvement. In this regard, in preparation of the audit for the fiscal year ended June 30, 2004, management beca
& Kliegman, LLP ("MK"), informed us and our Audit Committee of the Board of Directors that in connection with their review of our financial re
 ew, substantiation and evaluation of certain general ledger account balances, principally related to bank account reconciliations an
 he Company’s former subsidiary in Italy. In connection with the fraud investigation, material weaknesses had been identified in the Company
weaknesses in our internal controls and procedures. The material weaknesses noted related to segregation of duties in the payroll process a
overstatement of our natural gas and oil reserves. These deficiencies, which we believe constituted a material weakness in our internal contr
 003, and our Form 10-QSB for the nine months ended April 30, 2004,Hein had concluded that we had a material weakness in our interna
dard that was brought to light with respect to the new Financing Agreement entered into on March 23, 2004. In light of the facts and circumst
mpany's ongoing assessment in preparation for providing the required certifications under Section 404 of the Sarbanes-Oxley Act of 2002 an
   the Company's auditors communicated to the Company's management and the Audit Committee of the Board of Directors several reportab
                                                                                                                                 

 es in our internal control and we may not be able to remedy these material weaknesses or prevent future weaknesses…. Specifically, our fin
                                                                                       •
es and material weaknesses with regard to our disclosure controls and procedures:
A number of accounting policies, processes and certain
  controls related to the accounting for the consolidation of our deferred compensation savings plan. We cannot assure you that we or our ind
   control over financial reporting, the company determined that it should have depreciated certain of its investments in buildings that reside on
 that they consider to be, in the aggregate, a material weakness, including, inadequate staffing and supervision leading to the untimely identif
s for the year ended June 30, 2004, management and the Company's independent auditors identified certain material weaknesses in the Com
 yer LLP identified a material weakness in our internal controls over financial reporting. The identified weakness was that there was not prope
an errors that were continuing to affect the computer system's valuation of the Company's finished goods inventories. Due to the complexity o
 fied report on, the Company’s consolidated financial statements for the fiscal year ended June 30, 2004, the Company’s independent auditor
  of entering financial statement data which includes entering cash receipts, cash disbursements and general journal entries. Company mana

in material weaknesses and significant deficiencies in internal controls at December 31, 2003 and through the date of their opinion. Grant Th
ed report on the Company's consolidated financial statements for the fiscal year ended July 2, 2004, the Company's independent auditors, B
e fiscal 2004 audit and prior to informing the Company it would not be submitting a proposal for fiscal 2005, Ernst & Young LLP informed the

n systems platform for its aluminum business. Incomplete system functionality, combined with training and systems integration deficiencies,
 31, 2004 to reflect adjustments to our previously reported financial information. The restatements arose, in part, out of an internal investigatio
on and application of accounting principles and policies that led to the restatements of the Company's financial statements in May and Octobe
 kness existed in its internal controls related to the design and review of revenue recognition policies particularly in the area of incremental dir
 he Company's internal controls and procedures over its financial reporting for stock based compensation relating to its stock option plan. As
 n Institute of Certified Public Accountants) in the Company's entity level controls relating to the Company's control environment through June
al management. In connection with its audit of the Company’s consolidated financial statements for the year ended December 31, 2003, Gra
 tements for the year ended December 31, 2003, the Company's independent auditors, PricewaterhouseCoopers LLP, noted certain matters
dent registered public accounting firm, that during their performance of review related to our unaudited condensed financial statements for th
al statements, our auditors informed us that they had identified significant deficiencies that constitute material weaknesses under standards e
 al year ended July 31, 2004, our independent auditors informed us that they had discovered significant deficiencies in our internal control tha
 atter previously disclosed in our Forms 10-Q filed for the quarters ended June 30, 2004 and March 31, 2004. On October 29, 2004, in a Form
ols pertaining to our financial reporting of tax related matters. During that quarter, Grant Thornton LLP, our independent registered public acc
eidman, LLP, resigned on October 18, 2004. As more fully explained in the Form 8-K that will be filed by the Company today, on October 18,
 deficiencies in our internal financial reporting procedures. These deficiencies stem in significant part from the acquisition policy which we are
e disclosure controls deficiencies related to equity transactions,purchase accounting, statements of cash flows, deferred revenue, short-t
cribed further below.   • The Company's accounting systems and control procedures, including certain control procedures that are depended on the review
 pronouncement, EITF 01-14, to the Company’s financial statements. EITF 01-14 should have been applied to such financial statements beginning with th
 nce with Section 404 of the Sarbanes-Oxley Act of 2002. In the course of its evaluation, management has identified certain deficiencies in in
s for recognizing an adjustment to the Company’s income tax provision to reflect a deductibility limitation under Section 162(m) for executive
 d quarter of 2004, the Company identified an accounting error related to the amortization of premiums and discounts on certain bond investm
 d the Audit Committee were informed by the Company’s independent accountants of certain matters involving internal controls that the Comp
 the Corporation’s Chief Executive Officer and Chief Accounting Officer identified errors that were the result of the misapplication of the acco
  among other things, establishing an ongoing program to document, evaluate and test the systems and processes necessary for compliance
ng efforts to evaluate the effectiveness of the design and operation of our internal control over financial reporting, we have identified internal
procedures by our CEO and CFO, they concluded that, as of the end of the period covered by this report, there was a material weakness in th
 results for the fourth quarter ended March 26, 2005 and the fiscal year ended March 26, 2005, the Company identified three material weakne
 ny's Audit Committee that they identified one material weakness in the Company's internal controls. The material weakness identified related
e design and operation of our internal controls that in the aggregate are considered to be a material weakness in the Company’s internal con
 e, in connection with the completion of their review of the fiscal third quarter of 2004, that they had identified certain matters involving the ope
  & Young LLP, notified our Audit Committee that they had identified matters involving internal control over financial reporting and its operation
ne 30, 2004, our independent accountants identified certain adjustments that were required to be recorded within the Form 10-Q. The failure
999 through 2003 to correct the income tax provision. Accordingly, investors are cautioned not to rely on the company’s historical financial sta
 egistered public accounting firm, that during their performance of review procedures related to our unaudited interim financial statements for
 rk Mercantile Exchange, Inc., identified a material weakness in its internal controls relating to the procedures governing the acquisition, track
 n place to determine its financial statement tax provision, those control procedures were not adequate to prevent the occurrence of this error
uded in this quarterly report on Form 10-Q, Ernst & Young LLP, our independent auditors, informed us and our audit committee that we had i
uded in our third quarter report on Form 10-Q, we became aware of a material weakness in our internal controls over inventory, billing proced
eporting in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Because of our historical growth through ac
  ory reconciliation and monthly closing processes, we identified and corrected significant deficiencies in certain of our procedures surroundin
 ent public auditor that, during the course of their review of the Company's financial statements for the quarter ended September 30, 2004, th
mation, KPMG issued a letter to the Company to communicate the control deficiencies that were considered to be a material weakness. KPM
  ternal controls that need improvement. For example, in our preparation for our 2004 audit, we discovered an unreconciled energy accountin
   there was a material weakness relating to the timely review and monitoring of certain account analyses, including the derivative hedging ins
 ertain internal control weaknesses in Fedders Suning Nanjing Co,. Ltd., a joint venture in China. The Company recorded $0.8 million related
nancial statements, our independent auditors, KPMG identified certain matters involving the operation of our internal controls that they consid
   accounting firm identified internal control deficiencies related to the complexity of our multi-national operations. These deficiencies were con
   restatement represents a material weakness, as defined by the Public Company Accounting Oversight Board’s Auditing Standard No.2. The
ded June 30, 2004, we identified bookkeeping errors in two liability accounts at our operating company in Mexico. Separately, on November 4
  cent fiscal years ended March 31, 2004, identified significant deficiencies, that in the aggregate, constitute material weaknesses under stand
 s established by the Public Company Accounting Oversight Board (PCAOB): 1. The Company lacked formalized accounting policies and pro
management after consultation with the chairman of the Company’s Audit Committee, after discovery and analysis of the omission. As part o
e Company's auditors communicated to the Company's management and the Audit Committee of the Board of Directors reportable condition
  ly account for the inventory cost and movement and the identification of obsolete items on a timely basis….In addition, BDO has advised the
 al areas of the Company: 1. Maintaining a consolidation process which in certain cases makes it difficult to trace subsidiary company balanc
  oncluded that a "significant deficiency", that is considered to be a " material weakness," (as defined under the standards established by the A
 as a result of inquiries regarding accounting and financial reporting issues at its Laon, France facility, the Company determined that it would
 d from August 1, 2004 through November 12, 2004, there were no reportable events (as defined by Regulation S-K Item 304(a)(1)(v)), excep
  procedures were not effective was based upon a determination that a deficiency existed at the time of the evaluation in the Company’s abilit
 1996 financial statements that carried through to the current period. Upon discovery, this error was immediately reported by the Company’s f
s in internal control over financial reporting that (i) occurred (a) during the preparation and review of the U.S. federal income tax returns for th
  (the “Certifying Officers”), have concluded that in one matter the Company’s disclosure controls and procedures were not effective with resp
  re controls and procedures needed improvement and were not adequately effective to ensure timely reporting with the Securities and Excha
 dvised us that the auditors had identified a deficiency in internal controls, which was designated a "material weakness." The material weakne
olidated financial statements for the quarter ended March 31, 2004, the Company’s independent auditors, BDO Seidman, LLP (“BDO”), com
es, the Company's senior management determined that routine account reconciliations for accounts, such as cash and accounts payable, ha
 sult of a material weakness in internal control over financial reporting related to the Company’s accounting for income taxes. The material we
   of our consolidated financial statements for the year ended December 31, 2004 by PricewaterhouseCoopers LLP (PwC), our independent r
ember 31, 2003, our independent auditors identified several matters that they deemed to be "material weaknesses" in our internal controls as
   ended February 29, 2004, the Company determined that an overstatement of the fiscal 2004 asset impairment charge related to the closure
 r the nine months ended September 30, 2004, our Independent Registered Public Accounting Firm identified certain significant deficiencies t
no "reportable events" within the meaning of Item 304(a)(1)(v) ofRegulation S-K. MP advised us and the chairman of our Audit Committee th
 , Deloitte & Touche LLP (“Deloitte & Touche”), our independent auditors, advised our Audit Committee and management that controls relatin
al controls. The Company's documentation and testing to date have identified internal control weaknesses in the documentation, design and
                                                                                                                                       

 e a letter related to this error, indicating the following internal control design deficiencies which constitute a material weakness: 1. Inadequate
  internal control over financial reporting that we reported to our Audit Committee and to our auditors. These material weaknesses comprised
al weakness relates to insufficient personnel resources and technical accounting expertise within its accounting function. FormFactor believe
 year ended August 31, 2004, the independent auditors informed the Company that they had discovered a material weakness in the Compan
on, Trinity Learning's consolidated financial statements for the year ended June 30, 2004, BDO Spencer Steward ("BDO") identified deficienc
countants of a material weakness pertaining to our systemof Internal Controls over the shipments, billing and revenue cycle. In the thirdquart
m, PricewaterhouseCoopers LLP, identified and communicated to the Audit Committee certain matters relating to the Company's internal con
  control over financial reporting related to our misapplication of Statement of Financial Accounting Standards (SFAS) No. 52, “Foreign Curren
  performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of September 24, 2004. Based on tha
 ts internal controls over financial reporting surrounding the preparation of the Consolidated Statements of Cash Flows, and has taken steps
material weakness in the Company’s internal controls over financial reporting, included (i) inadequate and untimely review of journal entries a
ols and procedures relating to the procedures we followed in estimating certain of our self-insurance reserves, including workers’ compensat
  financial statements for the fiscal year ended September 30, 2004, we reported to our audit committee and our independent auditors a mate
g down our operations and liquidating the Company, including significantly reducing our workforce. As of December 14, 2004, the Company h
  deficiencies. Taken together, the following deficiencies are considered to constitute a material weakness in internal control over financial rep
 firm that they had identified material weaknesses in our internal controls. First, the auditors identified a material weakness related to our con
 er constitute material weaknesses in our internal controls … During the transition from a subsidiary of a multinational company to a stand alo
 ments following a review which identified accounting treatment issues with the agreements. The Company's independent auditors have advi
dit Committee of the Company's Board of Directors of a material weakness related to insufficient personnel resources and technical account
 internal control over financial reporting and the effectiveness of internal control over financial reporting as of January 31, 2005, expresses our opinion that
 and 2004 financial statements, our independent registered public accounting firm reported to our Audit Committee two matters involving inte
  orally notified the Company's Audit Committee that they hadidentified significant deficiencies regarding the Company's internal controls.The
at its material weaknesses relate primarily to significant transactions at the Company's head office accounting and reporting functions, includ
ung, the Company's independent auditors, informed our audit committee that they consider the following matters represent material weaknes
  ended October 31, 2003 Burr, Pilger & Mayer, LLP identified significant deficiencies, which represent material weaknesses. The material we
uction Allowances and certain other matters, the CEO and CFO each concluded that the Disclosure Controls were not effective as of Octobe
ed above were restated to correct for an overstatement totaling $1.0 million in revenues, involving six transactions in Latin America. As a res
 co's financial statements for the quarter ended September 30, 2003, Grant Thornton issued a written letter to Camco's audit committee that
mpany’s external auditors identified certain material internal control deficiencies in Cortelco Shanghai’s financial reporting which could advers
as a result processes relating to preparation of the Company's income tax accrual, including lack of timely management review, contributed
                                                                            •
n our internal control during the three years ended December 31, 2003: 
Deficiencies related to the internal control environment. The Rigas M
  certain errors were made in the Company's financial statements for the third quarter ended September 30, 2004, that should have resulted
c accounting firm that, in conjunction with the 2003 year-end audit of the Company’s financial statements, the registered independent public a
statements for the year ended September 30, 2004, Amper Politziner & Mattia, P.C. delivered a letter to the Audit Committee of our Board of
 ements for the year ended July 3, 2004 certain significant internal control deficiencies became evident to management that, in the aggregate
 al year ended September 30, 2004, Ernst & Young LLP, our independent registered public accounting firm, identified and reported to manag
 l weaknesses in internal control over financial reporting, which included OFHEO’s determination of weaknesses in such controls, OCA’s dete
 any") advised the Audit Committee of our Board of Directors of certain conditions that it concluded constitute a material weakness in our inte
  framework. The first item relates to the timeliness of accounting for certain transactions. There have been non-cash transactions approved
 ufficient review and analysis of certain financial statement account reconciliations primarily relating to intercompany account balances betwe
 s they had noted material weaknesses in the Company's internal controlsduring the interim period after June 30, 2002. -- no mention of this i
dentified and reported to our Audit Committee the following control deficiencies, each of which constitutes a material weakness in our interna
ended September 30, 2004, but subsequent to the completion of the audit of, our financial statements for the year ended December 31, 2003
 ssues over our financial reporting constituted weaknesses and/or deficiencies during the fiscal year ending October 2, 2004. At the same tim
 sor's financial statements for the three and nine months ended September 30, 2004 to be included in this Form 10-Q, management identifie
une 30, 2004, an error was made relating to the treatment of state net operating loss carryforwards. This error resulted in an understatement
executive officer and principal financial officer), our principal executive officer and principal financial officer have concluded that, as of the per
   to review certain transactions for compliance with generally accepted accounting principles. The material weakness resulted in the m
  ns for the last three quarters of fiscal 2002, the first three quarters of fiscal 2003, and for the year ended December 31, 2002, as a result of a
 rters ended June 30, 2004, and September 30, 2004, KPMG advised the Audit Committee and management that KPMG had identified defic
 ent’s assessment. As of December 31, 2004, the Company did not maintain effective controls over the selection, application and monitoring
  pendent registered public accounting firm reported to our Audit Committee a matter involving internal controls which our independent registe
 ese processes and have concluded that the adjustments discovered throughout the year end close and audit process were the result of mate
 etained by the Audit Committee are continuing. While not yet completed, the Company has determined that a "material weakness" … existed
 s for the year ended October 31, 2004, the Company’s management and independent registered public accounting firm, KPMG LLP, reporte
 ended October 31, 2004, Grant Thornton advised us that there was aweakness in our internal control over financial reporting that did not
 s in the Company’s internal controls and ineffectiveness in the design and operation of the Company’s disclosure controls and procedures, a
  kness in our internal controls regarding the segregation of duties resulting from the fact that we do not have an accounting staff sufficient to
                                     

December 31, 2004, as follows: 
 • The Company did not maintain adequate policies, procedures and personnel related to its interim and
d management and the Audit Committee that it considered the following to constitute material weaknesses in internal control and operations:
 ses were not completed on a timely basis (in part due to the absence of a full-time on-site chief financial officer); the small size of our accoun
 hat it has an internal control deficiency that constitutes a "material weakness," as defined by the Public Company Accounting Oversight Boar
 t auditors reported to our audit committee on certain matters involving internal controls that they considered to be material weaknesses. As c
KPMG identified a material weakness in internal controls over financial reporting related to the calculation of its income tax provision…
 beneA
2 and 2003 as part of its Annual Report on Form 10-K for 2004. The Company will also restate its interim periods for fiscal years 2004 and 2
 r and Chief Financial Officer have concluded that there existed material weaknesses in our disclosure controls and procedures in fiscal year
 ommittee of Ceridian’s Board of Directors and Ceridian’s efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002, the Compan
  roposed several adjusting journal entries which we recorded in our 2004financial statements.These adjustments included corrections to our
K occurred during the fiscal years ended December 31, 2002 and December 31, 2003 and the subsequent period through January 25, 2005,
 t had incorrectly reported premiums earned, claims and other policy benefits, acquisition costs and other insurance expenses and the incom
                                                                                                            In
 e Company’s accounting for property sale and operating leaseback transactions under US GAAP…
 January 2005, the Company’s auditors
are: 
 
• the software revenue recognition expertise of Company personnel needs to be improved; 

• the Company needs to enhance its
 ntrol over financial reporting as of December 31, 2004, and this assessment identified a material weakness in the Company’s internal control over financia
control over financial reporting with respect to our calculations for the provision for income taxes. ... Because of the material weakness descr
ements were the result of material weaknesses in internal control over financial reporting in its insurance and European operating units ... As
                                                                                                   

                                                                                                   1
 ed of the following reportable conditions, which are also deemed to be material weaknesses:
) There is a lack of segregation of duties in the
  over financial reporting as of December 31, 2004, and this assessment identified the following material weaknesses in our internal control o
 ear-end audit and Sarbanes-Oxley compliance testing indicates an additional material weakness in internal controls over financial reporting.
 ars ended January 31, 2004 and 2003, and in the subsequent interim periods through January 20, 2005, there were no “reportable events” a
 ent’s assessment. As of December 31, 2004, the Company lacked a sufficient complement of senior financial accounting and reporting pers
ously issued as a result of its incorrect accounting treatment for certain interest rate derivative instruments. In connection with that restateme
  accounting internal control environment, specifically a lack of acceptable and clearly communicated policies reflecting management’s attitud
 tem of internal controls related to the bail bond reinsurance program claim reserves, and that the Company does not have the internal contro
ned under Standard No. 2 by the Public Company Accounting Oversight Board) in our internal control over financial reporting relating to the s
 ineffective controls over the preparation and review of account reconciliation and a material weakness for ineffective controls over the application of the C
ements for the quarterly periods ended March 31, 2004 and March 31, 2003, to properly reflect accruals of payroll and certain other real esta
 rols (as defined under Sarbanes-Oxley Section 404 requirements) over financial reporting when it files its Annual Report on Form 10-K for th
  on Form 10-Q for the two month period ended December 31, 2004, our management, in consultation with the Audit Committee of the Board
gement’s assessment.
. 1
                       
    As of December 31, 2004, the Company did not maintain effective controls over the financial reporting process d
al statement closing process does not satisfy current timing and accuracy regulations and standards relating to reporting financial information
 d above, the Company has determined that it has an internal control deficiency that constitutes a material weakness, as defined by the Publi
  a variety of factors including incomplete or inaccurate information concerning vendor allowances provided internally by certain company ass
ust 1, 2004, we determined that a material weakness existed in our disclosure controls and procedures and our internal control over financial
                          T
gement’s assessment. 
he Company has inadequate controls over financial reporting in the Guadalajara, Mexico subsidiary. The Company r
ded October 31, 2004, J.H. Cohn LLP, the Company’s independent registered public accounting firm, advised the Company’s Audit Committee that it had i
 s disclosure controls and procedures related to(1) a misapplication of GAAP related to securitization accounting and an associated lac
mpany determined that (i) it had not been properly allocating certain federaltax attributes between continuing operations and discontinued ope
  of the Company’s Board of Directors concluded that the Company should correct its revenue recognition method for most of the Company’s
d below. 
• Books and Records. The Company’s strategy prior to 2000 was to grow through acquisition. This resulted in a decentralized org

i)        Grant Thornton concluded that the number of year end audit adjustments and a prior amendment to the Company’s reported financ
 mmenced an independent investigation concerning allegations with respect to our Japanese subsidiary. As a result of that investigation, we
hat contributed to the revenue and non-revenue concerns identified during the independent review. The internal control weaknesses observe
nciliation of accrued expenses. Specifically, we failed to reconcile the supporting documentation for certain material expense accruals to the g
 ompany's initial calculation of deferred taxes to be in error, specifically the calculation of the aggregate state income tax benefit for deferred
 r the facts and circumstances underlying the accounting corrections reflected in the restatements constitute “material weaknesses” as define
 two material weaknesses: (1) During the course of its audit, Grant Thornton LLP identified that we had not correctly recorded inventory in tra
 fter, the Company determined that the functioning of the disclosurecontrols and procedures was inadequate and, accordingly, the Form
 ernal control over financial reporting which relates to the Company'sdetermination that a restatement should be made of the Company's fina
 dit Committee of one matter that BDO considers to be a material weakness in internal control over financial reporting as defined by the Publ
 e restatement of its June 30, 2001, 2000 and 1999 financial statements. As a result, on January 19, 2005, the Company’s external auditors
  equity transactions; specifically, the failure to properly record issuances of stock, the failure to timely report certain transactions on Forms 3
  and reported to the Audit Committee the following control deficiencies, which, individually or in the aggregate, may constitute a material wea
e quarter ended April 2, 2005, the Company’s accounting and finance staff, in reviewing certain complex, non-routine transactions in remediation of the ma
 Sarbanes Oxley Act of 2002, the company has concluded that a control deficiency in its internal controls over financial reporting as of Decem
d management assessment of our internal control over financial reporting as of December 31, 2004, and Grant Thornton has advised us and
bruary 21, 2005, we announced that we would restate previously filed consolidated financial statements for the year ended December 31, 20
e that a material weakness exists at one of its Mexicansubsidiaries. The company is currently addressing these issues and implementingproc
n systems and processes used to determine the recorded amount of actuarially determined amounts and disclosures in the financial stateme
 he Company identified a material weakness in its internal control over financial reporting and, as a result thereof, reevaluated its disclosure c
 mpany, P.A. reported to management material weaknesses in the Company'sinternal control, resulting from significant deficiencies in the str
 nts, the Company's management, together with Ernst & Young LLP, the Company's independent auditors, identified the existence of one ma
or the year ended December 31, 2004, the following material weakness was noted:            - Controls regarding the preparation and review of t
 e a material weakness in our internal controls over financial reporting relating to the process of establishing and maintaining effective hedge
g of the recognition of license revenues. Specifically, our license revenue recognition determinations were not independently reviewed in suff
ancial reporting relating to the failure to properly monitor the restricted payment covenant in the indentures governing its senior notes and cer
etermined that the company will have a number of significant deficiencies and believes that when aggregated, these significant deficiencies w
nd our independentauditors have identified two areas where we believe there will be internalcontrol deficiencies that will constitute material w
 ial reporting as of December 31, 2004, Nektar has determined that it has a material weakness in its financial statement close process, includ
 ion procedures and controls over significant balance sheet accounts. As a result, management expects to report a material weakness in inte
owing material weaknesses in the Company's internal controls: 1. The Company does not have sufficient resources and therefore:                a. i
‘material weakness’ as defined by the Public Company Accounting Oversight Board’s Accounting Standard No. 2. These deficiencies were (1) insufficient
ng and financial reporting function principally due to the resignation in June 2004 of our Chief Accounting Officer and the resignation of our C
 ent's assessment: In its assessment as of January 2, 2005, management identified as a material weakness the Company's insufficient contr
o revenue recognition for sales contracts with multiple revenue elements ... Additionally, other control deficiencies were identified in the reven
cator of the existence of a “ material weakness” in the design or operation of internal control over financial reporting. Although we are not an “
ent's assessment. As of December 31, 2004, the Company did not maintain effective controls over the reconciliations of the differences betw
e taxes constitute a “material weakness” in the Company’s internal control over financial reporting. Specifically, the Company’s system of int
Committee of the Board of Directors of the Company (the “Audit Committee”) the views expressed by the Office of the Chief Accountant of th
ent's assessment. There were ineffective controls over employee access to the computer system which were identified in the areas of gener
ated deficiencies, which primarily relate to its financial statement close process and the adequacy of its finance department staffing levels, th
ent of the Company’s system of internal control over financial reporting ... Based on this interpretation, management concluded that a material weakness e
n internal controls over financial reporting as of December 31, 2004, one related to the revenue recognition for certain travel vaccine sales de
ting for income taxes related primarily to its foreign operations during the 2004 year-end closing process. As a result of these errors, the Com
 ed to the periodic review and validation of the data input and outputs used in the Company's estimates of the reserves for sales returns in the U.S. As a re
 nces, specifically the accounting for straight-line rent expense and landlord allowances ... Management has evaluated the impact of the afore
 tes to revenue recognition for sales contracts with multiple revenue elements. The Company has consistently followed the residual method o
 g, with which the Audit Committee concurs. The Company concluded there were errors in the NOMOS purchase price allocation which requ
he appropriate company personnel of the accounting for non-routine transactions, and we concluded that a deficiency existed with respect to
  ompany had miscalculated the required deferred income taxes on undistributed earnings of its Canadian subsidiaries and related valuation a
  ue transactions and operating lease accounting procedures, other material weaknesses identified primarily relate to controls surrounding
re  •
  pted accounting principles dealing with complex and technical accounting issues relating to the recognition of revenue and a valuation allowa
ess in our internal control over financial reporting relating to ourinventory cycle counting methods. We have relied on a cycle counting procedu
  ent’s assessment as of December 29, 2004: Management identified deficiencies in the Company’s internal control over financial reporting re
 d, in the 2004 fourth quarter, that our accounting methodology was inadequate and resulted in the overstatement of interest accrued on our $
 esses in internal controls listed below: 
• Lack of sufficient finance personnel to effect adequate segregation of duties in financial statement
  ent’s assessment. Management did not have procedures in place to obtain and evaluate evidence to support its assertion that declines in m
  ent’s assessment. Certain intangible assets related to manufacturing rights were not being properly amortized in accordance with SFAS No.
999 through 2003 to correct the income tax provision. Accordingly, investors are cautioned not to rely on the company’s historical financial sta
ct a material computation error in a hedge effectiveness worksheet, which error was significant to our consolidated financial statements and
   composition and the limited size of our accounting department and their effect on the design of the controls established over our financial re
   weakness in internal controls over financial reporting as of January 1, 2005. The material weakness identified relates to limitations in the ca
ove is indicative of a material weakness in the Company's internal control over financial reporting. Accordingly, management will report a mat
  r hedge accounting under U.S. generally accepted accounting principles and that the Company’s financial statements for prior periods requir
cial reporting as of December 31, 2004 and identified the material weakness described below, which resulted in material misstatements that
 generally accepted accounting principles was appropriate in the current period was not operating effectively. In consequence, the following tw
ember 31, 2004, based upon their findings of a material weakness with respect to accounting for income taxes
 ccounting for software revenue and the interpretation of technical accounting guidance related to software revenue recognition ... Manageme
ess in its internal control over financial reporting with regard to two companies that are currently providing totalisator services to the Company. ...            During
ompany’s controls over the selection and application of accounting policies. Specifically, the Company had misapplied generally accepted accounting principles (GAAP) as th
eporting as of December 31, 2004. The assessment identified the following material weaknesses in our internal control over financial reportin
ntrol over financial reporting which resulted from the inadequate design of internal control related to management's review of the Company's
 dentified and reported to our Audit Committee certain internal controldeficiencies that GT considers to be significant deficiencies, both of whi
 ent’s assessment: In its assessment, management identified as a material weakness inadequate controls over procedures for comparing ca
ates regarding the impairment of a receivable and the recording of an income tax benefit. Deloitte & Touche LLP did not agree with managem
  inadequate or ineffective policies and practices relating to revenue recognition on non-routine transactions. The repair parts units failed to c
 mber 30, 2004, in connection with the preparation of that report, we determined that, due to a deficiency in communication of financially signi
 ent’s assessment: In its assessment as of December 31, 2004, management identified as a material weakness the Company’s insufficient c
nt staffing of the accounting and financial reporting function. This inadequate level of staffing results in certain accounting processes not bein
ol over financial reporting. In 2005, we plan to implement improved monitoring controls over the income tax account balance sheet review pro
  duties in the Company’s treasury management, check processing, and billing functions and insufficient expertise and analysis in the applica
 gy general controls that impaired the reliability of AAON's manufacturing and inventory application processing functions and automated contr
ntrol over financial reporting that constitutes a material weakness, as defined by the Public Company Accounting Oversight Board's Auditing
essment: 
 
• Deficient inventory control and management process and lack of segregation of procurement and accounting duties at the Flo
 for income taxes, we identified that our management lacked appropriate experience and expertise relating to accounting for income taxes u
 2004 within the globalization segment related to 1) the lack of sufficient reconciliation and review controls over purchase accounting adjustments, and 2) th
 s been made aware of several fiscal year 2004 audit adjustments this week, which are expected to have a negative impact on its previously
 our management reviewed and discussed with the Audit Committee of the Board of Directors and with Ernst & Young LLP, our independent
 orting at December 31, 2004, management found a material weakness in the area of inventory controls. 
 In the 3rd quarter of 2004 the Co
  exceeding a predetermined threshold for materiality, the Company has determined that it has internal control deficiencies that constitute "ma
 sessment: As of December 31, 2004, certain controls designed to prevent and detect errors related to income tax accounting did not operate effectively. S
 ting as of December 31, 2004 identified the following material weakness: We did not maintain sufficient levels of appropriately qualified perso
  ing expense in the period in which we had access to the property but rent payment and business operations had not commenced. Although
 sort Properties, management believes that certain ineffective controls atDecember 31, 2004 constitute a material weakness. The ineffective
  ent’s assessment. Management concluded there was a material weakness as of December 31, 2004 for insufficient controls related to the C
  ent’s assessment: Certain errors, which were not material in the aggregate, were identified in the Company’s income tax provision calculatio
 sheet error discussed above, that as of December 31, 2004, a material weakness in internal control over financial reporting existed with resp
ollowing “reportable conditions” which constituted “ material weaknesses” (as those terms are defined under standards established by the Am
 ndent Registered Public Accounting Firm, has identified a material weakness in the documentation and testing of the control structure over f
 dcontrols were insufficient to ensure that infrequent or unusual businesstransactions, such as lease agreements, are analyzed, recorded, an
                                                     

 pany's Audit Committee, relate to the following: • Control environment weaknesses, including segregation of duties with respect to both its m
 s was identified in that the Company failed to provide adequate support and documentation for the assumptions used in its estimate of the co
 crease in aggregate net asset value rather than in net asset value per share ... Accordingly, as noted in Management's Report on Internal Co
 pany Accounting Oversight Board) was identified in our internal control over financial reporting related to the completeness, valuation and allo
controls related to the application of generally accepted accounting principles, specifically related to the classification of the Company’s short
maintain effective internal control over financial reporting as of December 31, 2004 because of the following material weaknesses ... The Com
 rting as of December 31, 2004, we have determined that we have a material weakness in our financial statement close process, related to the preparation
 ENT            PERSONNEL                 We noted that the Company began losing most of its personnel                beginning in June 2004
er revenue recognition and inventory valuation reserves in accordance with generally accepted accounting principles ... Specifically, Lexar did
es recorded in connection with the 2001 acquisition of the Quantum HDD business required correction. The first correction related to the fact
 n May 2004 -Continuing client surveys and mystery shopping as benchmark for service quality improvement -Cited material weakness in internal controls
ng relate to the following matters, of which the first five resulted in adjustments being recorded in either or both our interim financial statemen
  A National Penn team worked for more than a year to review our internal controls under the new regulations.      F. At the conclusion of this long and exha
 control deficiencies that, when aggregated, resulted in there being more than a remote likelihood that a material misstatement of the annual
 eporting as of December 31, 2004 and this assessment identified one material weakness in our internal control over financial reporting as of
 al control over financial reporting as of December 31, 2004. 
 Certain duties within our financial group, which has the responsibility for prep
 e Company did not maintain effective internal control over financial reporting, due to material weaknesses associated with the accounting for revenue and
mber 31, 2004: (1) Ramtron International Corporationpolicies and procedures did not require matching of customer order documentswith ship
Bancshares' internal control overfinancial reporting.o Royal Bancshares' analysis of the allowance for loan losses for impaired loans is ba
with unusual terms, such as extended payment terms or equipment and/or software offered at no additional charge. Two sales with such term
ssessment of its system of internal control and has concluded that the control deficiency that resulted in the incorrect lease accounting and l
terial weakness, relating to controls for the accounting for employee benefits expense, in the Company’s internal control over financial report
 approval, and accounting for stock option modifications in connection with employee terminations. As a result of this material weakness, sto
 ent’s assessment: The year-end closing processes resulted in untimely identification of adjustments to the deferred tax liabilities. As a result
 ng with the Company's Vice President, Treasurer and Chief Financial Officer concluded that the Company's disclosure controls and procedures which wer
 s of the company’s internal control over financial reporting as of December 31, 2004, and this assessment identified the following material w
 mentioned lack of segregation of duties and functions represents a material weakness in the operation of our internal control.
 ntain effective internal control over financial reporting as of January 1, 2005 because of the effect of a material weakness regarding a lack of sufficient con
knesses in internal controls relating to revenue and inventory. The control weakness in revenue relates to the failure to have certain billing en
  a supplemental retirement plan liability for its chief executive officer ... This control deficiency resulted in the restatement of the Company’s c
 rols over financial reporting required under Section 404 of the Sarbanes-Oxley Act and has concluded that certain material weaknesses, in a
onnection with its internal control procedures over financial reporting, an error related to its accounting for certain telephone system sales tha
espect to the identification and accounting for derivative transactions in accordance with the requirements of SFAS No. 133, "Accounting for
 4 and Sarbanes-Oxley 404 certification, Pulitzer said that, as a result of the way it reported contributions to employee benefit plans in excess
ocess over journal entries and a lack of adequate controls over the accounting for foreign currency translations. ... Because of the material w
 nologies and industrial fluids, today announced that it has identified an internal control deficiency that constitutes a “material weakness,” as d
 ign and operating effectiveness of internal controls associated with the application of derivative accounting rules to certain wholesale natural
 Cash Flows for the fiscal years ended December 2003 and 2002 should be restated, management concluded that a material weakness exis
 ed deficiencies against the Company's internal control framework.      However, the Company's management met with its Audit Committee on March 29, 20
n internal controls, and has and expects to continue to spend significant amounts of time and money on compliance with these rules. Seaco
er 31, 2004, the Company did not maintain effective controls over the financial reporting process because the Company had a shortage of qu
 and processes and controls in place to prevent or detect such differences given the number of different systems and processes within the C
 e Sarbanes-Oxley Act Section 404 also remains an open item with respect to completing the financial review for 2004. As previously mentioned in a press
esources to ensure consistently complete and accurate reporting of financialinformation with respect to the preparation of our tax accrual. In
were not adequate and effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed
 pany, in consultation with its Audit Committee and its independent registered public accountants, concluded that it must correct its previously
  financial statements required restatement as a result of the lease accounting error described above, a material weakness existed in the Com
uring the fourth quarter of 2004 the Company reviewed their accounting for warrants received during the EnterMed transaction of December 3
ors were identified, principally related to complex manual “fresh start” accounting calculations and predominantly affecting the Company’s inv
atements for the years ended July 31, 2004, July 26, 2003, and July 27, 2002 should be restated. In addition, the Company reported on Form
 asons, described generally in the Explanatory Note to this Report and in more detail in Note 1A to the Notes to the Company’s consolidated f
ot correctly recorded the benefit obligation for our executive retirement plan. A third party vendor was providing the calculation of the executiv
 s, the company has determined there are “material weaknesses” in internal controls over revenue recognition and the financial statement clo
he period ended May 31, 2004, the Corporation identified a material weakness in its internal control over financial reporting related to classific
ol procedures did not require a review to determine whether there are contradictory contractual provisions in existing customer arrangements that could be
atetransactions, each of which was significant, complex and non-recurring innature. In July 2004 and in connection with its preparation of the
  of our consolidated financial statements for the year ended December 31, 2004 by our independent registered public accounting firm, Ernst
 ed financial statements for the period ended September 30, 2004, the Company identified a material weakness in its internal control over fin
 aterial weakness” ... The weakness concerned the interpretation and implementation of various complex accounting principles, primarily in th
 ruary 23, 2005 and as described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to o
September 30, 2004, our former independent registered public accounting firm, BDO Seidman, LLP, advised management and the Audit Com
 unting for income taxes and has determined the accounting errors indicate a material weakness in internal controls with respect to accountin
 ses. The first of these was noted in connection with KPMG’s procedures on management’s analysis related to the recoverability of long-lived
 emporary impairment in marketable securities. Following recent accounting guidelines, at December 31, 2004, the Company recorded an im
 r (i) the accounting for income taxes, including the determination of income taxes payable, deferred income tax assets and liabilities and the
 on of the Company’s disclosure controls and internal accounting controls, particularly in the areas of 1) accounting policies, procedures, and
 nnual Report on Form 10-K, our management identified a material weakness in the application of generally accepted accounting standards
 Incomplete documentation on loan approvals; and                  o Incomplete documentation on wire transfer approvals.      Based on the evalu
 ement's assessment. 1. Accounting for Income Taxes: As of December 25, 2004, the Company did                     not maintain effective controls o
were considered material; however, when considered in the aggregate, in management’s judgment, represented a material weakness in inte
o prepare and include this report in our filings until our annual report for our fiscal year ending December 31, 2006. However, we note that we
s on a timely basis, in accordance with the policy we had in place at the time.
scribed above, management has concluded that as of December 31, 2004 the Company did not maintain effective controls over its presentat
 procedures for lease accounting. In conjunction with this review, management concluded that the Company’s previously established policies
ssment of internal control over financial reporting and has concluded that the control deficiency that resulted in the incorrect lease accounting
 kness existed in our year-end calculation of goodwill impairment, which resulted in a year-end audit adjustment affecting goodwill and the goodwill impairm
 thorization, recording, processing and reporting of transactions, there is inherently a lack of segregation of duties. During the course of their
 plication of its accounting policies failed to identify misstatements in property and equipment, deferred rent liability, rent expense and deprec
nd review of assumptions and factors affecting lease accounting practices due to an error in our interpretation of U.S. generally accepted acc
ted, in July 2004, PricewaterhouseCoopers LLP (“PwC”), our former independent public accounting firm, informed our Audit Committee of possible revenu
 ement's assessment:With respect to the financial statement close process for the Partnership's twoCanyon Ranch Resort Properties, certain
 control relative to the selection, monitoring, and review of assumptions and factors affecting lease and depreciation accounting practices as
urces. At March 29, 2005, the Company's only full time employee, theCompany's Chief Executive Officer, solely has the responsibility for rece
 ols associated with the Company's accounting forincome taxes. These deficiencies include a failure to timely reconcile account balances in
ment's assessment: Deficiencies existed in both the design andoperating effectiveness of controls associated with the Company's accou
 ember 31, 2003, our independent registered public accounting firm, or auditors, identified several matters that they deemed to be "material w
 ess exists in the Company’s internal control over financial reporting related to controls maintained by the Company’s third-party distribution/lo
 fficient controls which we believe constitute a material weakness in the aggregate. 
• Lack of segregation of duties between our accounts r
  Consolidated Financial Statements included in Item 8 of this Report, the Company completed a review in March 2005 of its historical lease a
rcumstances in which certain financial statement accounts were not being analyzed on a timely basis, resulting in an accumulation of accoun
pects to complete the evaluation for the year ended December 31, 2004, and publish its internal control report prior to April 30, 2005. In conn
ontrol over financial reporting as of December 31, 2004, due to lack of appropriate controls related to income tax accounting. Specifically, we
 ng as of December 31, 2004, the Company’s management noted a matter that it considered to be material weakness. As of December 31, 2
ness existed in our internal control over financial reporting relating to the selection, application and monitoring of our accounting practices for
 mation for the quarter and year ended December 31, 2004. That press release included an error related to the Company’s income tax provis
 sed on incorrect raw material standards and incorrect AMS work-in-process inventory quantities recorded.
 s with respect to the reconciliation process for certain significant accounts, the lack of personnel with sufficient skills and experience to prop
 ies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be preven
prior financial results because of changes it made in the way it accounted for leases. The decision to restate was made following a review
ant deficiencies constitute a material weakness in our internal controls under available standards established by the standards of the PCAOB
  30, 2004, the Company did not maintain effective control over the valuation of certain inventory and cost of goods sold. Specifically, the Com
 ferred tax assets in Australia involved a deficiency in internal controls. In E&Y’s view, this deficiency constituted a material weakness due to
ontrols over financial reporting related to the review of manual journal entries, which occurred due to vacancies in two financial management
generally accepted accounting principles on the accounting for intangible assets acquired in business acquisitions completed in 2001, 2002 a
assessment of the Company’s internal controls over financial reporting. The Company disclosed these material weaknesses in Item 9A its An
 ee material weaknesses in the Company's internal controls under the standards established by the Public Company Accounting Oversight Board. A materi
lication of accounting policies for purposes of preparing its annual and interim financial statements were not adequate. Specifically, as of De
r the accounting for goodwill. Specifically, goodwill impairments were not properly identified and calculated for 2002 through 2004. Further, it
o material weaknesses. The first material weakness relates to the lack of segregation of duties within the Company’s enterprise resource pla
 ith respect to the Company’s procedures in correctly calculating and reporting its stock-based employee compensation expense under SFAS 123, as ame
ecember 31, 2003 and 2002 and for the first nine months of 2004 to correct certain errors. In connection with that restatement, our managem
 design of the Company’s internal control over financial reporting: • A lack of adequate segregation of duties related to the Company’s Info
t to conclude that (i) at December 31, 2004, we had a significantdeficiency in our financial statement closing process and related processesb
s certain customers with a $100 incentive towards the cost of an AudibleReady digital audio player. To qualify for this incentive, the customer
 the CFO serves as the IT administrator. In general this function should be segregated from other tasks involving financial recording and othe
ated our results for 2003 and for each of the first three quarters of 2004. This restatement is due to an adjustment relating to the accounting
onsolidated financial statements for the year ended December 31, 2004, our independent auditors, UHY Mann Frankfort Stein and Lipp, CPA
ndent auditors noted certain reportable conditions involving our internal controls and operations, primarily relating to accounting oversight, inc
 hadpreviously failed to apply the accounting standards of Financial AccountingStandards Board Statement No. 106, "Accounting for Post-Re
al oversight controls, which in aggregate created an ineffective control environment. On March 23, 2005, Virchow Krause also communicate
 service revenues did not conform to generally accepted accounting                principles as such costs were classified as a component of sale
endent auditors, identifying two material weaknesses. These material weaknesses were determined in the course of the audit of our financia
ernal controls related to revenue recognition has the following material weakness: our lack of timely evaluation of whether a license fee is fixe
Firm that as a result of the errors identified in the recording of foreign currency exchange gains and losses, a material weakness in the Comp
oversight and review of the Company’s financial reporting process. Specifically, the Company did not revise its management oversight and re
ent ofpersonnel with an appropriate level of accounting knowledge, experience andtraining in the application of accounting principles general
                                                                                   •
Company’s internal control over financial reporting as of December 31, 2004: 
 Lack of expertise and resources to analyze and apply gener
er of 2004 related to the timelycut-off of certain accounts payable, insurance reserves and other accruedexpense items.
 entification and resolution of certain accounting and disclosure matters and failure to perform timely and effective reviews.
orting, management has identified a material weakness. Specifically, management has concluded that the Company’s review of the reversal
 er 31, 2004: 
 • The Company’s policies and procedures do not provide for effective analysis of and implementation of new accounting pronouncements.
ain effective controls over the determination of income tax account balances and certain general ledger account reconciliations as described
es as of December 31, 2004 in the Company’s internal control over financial reporting: 
 • The Company’s policies and procedures did not provide for suff
ent's assessment. As described in the notes to the Company's 2004financial statements, Equity Lifestyle Properties restated previously issue
d to ensure that the documentation, monitoring and evaluation required by generally accepted accounting principles is properly maintained fo
 r the period-end financial reporting process. Specifically, the Company: (i) did not have adequate controls over the accounting for and the re
th respect to certain types of leases. Many public companies (including several other tower companies) had recently announced their intentio
not design and implement controls over the selection and application of accounting policies for complex, non-routine transactions. This is a m
Media's management has identified deficiencies in the           ticketing system utilized by the Broadway Ticketing Division that        result in
                                                                                                                      •
 identified the following material weaknesses in internal control over financial reporting as of December 31, 2004: 
The Company did not ma
 on-cash financial input error in the Black-Scholes valuation calculation for options issued to certain contractors during the fourth quarter of 2
over financial reporting as of December 31, 2004. ... The material weaknesses presently identified by management relate to: (1) the Company's Strategic A
f internal control over financial reporting was ineffective as of December 31, 2004. This conclusion was reached based on the identification o
rting as of December 31, 2004, and this assessment identified the following material weaknesses in our internal control over financial reporting. 
 • We ha
ctiveness of the Company’s internal control over financial reporting. As of December 31, 2004, we concluded that we did not maintain effective controls ov
 ver revenue recognition and the related sales returns and allowances were inconsistent with generally accepted accounting principles in the
 nd expertise in accounting necessary to complete an orderly and accurate year end close process as a result of the substantial reorganizatio
 arried out an evaluation, under the supervision and with participation of our management, including our chief executive officer and chief finan
 ncial statements as a result of the lease accounting error described above, a material weakness existed in our internal control over financial
 itors was the lack of timely reconciliation of the Company's primary correspondent account.
 gement, including our principal executive officer and principal financial officer, re-evaluated the effectiveness of our disclosure controls and p
  a material weakness in its internal control over financial reporting related to the misapplication of Step 1 of Statement of Financial Accountin
 ent’s assessment as of December 31, 2004: The Company did not employ personnel with adequate expertise in matters related to the accou
ation and monitoring of accounting policies and as a result of this review, management concluded that TMC’s controls over the selection, app
anagement's assessment.1.          Management identified a material weakness relating to the lack of            information security and access to
ontrol over financial reporting which are described below: 
                        1. Accounting for Deferred Compensation Arrangements. The
blished by the American Institute of Certified Public Accountants) existed in our disclosure controls surrounding the preparation of the Conde
uarterly controls to properly accrue for cooperative advertising receivables from our manufacturers and for incentive compensation awards; 

 nsportation-related expenses and revenue recognition for the year ended December 31, 2003 reflected a material control weakness in the C
  regarding segregation of duties in the processes of initiating, authorizing, recording, processing, and reporting certain insurance and broker
he effectiveness of the Company’s internal control over financial reporting as of December 31, 2004 and concluded that a material weakness
 relates to insufficient controls over the identification of relevant revenue recognition issues in our contracts with our customers and resulted i
ement's assessment as of December 31, 2004:                1) The monitoring of pricing and invoicing process controls at         certain facilities
of a material weakness in the Company’s internal control over financial reporting due to a lack of segregation of duties regarding the reportin
 year ended December 31, 2004, it was determined that we had adeficiency in internal control over financial reporting related to theapplicatio
entioned required restatement of our historical financial statements. This Annual Report reflects the restatement of the Company’s Conso
 there have been no events of the type required to be reported ... except that Deloitte & Touche’s report dated March 25, 2005, regarding management’s a
 rs was that the Company does not have adequate controls in place to ensure that all accounts are properly reconciled and reviewed in a tim
ar ended December 31, 2004, and in light of new, recently issued interpretative guidance in relation to the assessment of the operating effect
 r the determination and reporting of the provision for income taxes and the related financial statement disclosures. The material weakness, a
 xperience within the accounting function to resolve and report in a timely manner non-routine or complex accounting matters in accordance w
g for and review of the valuation of inventory, the income tax provision and related balance sheet accounts and licensing revenue because w
mpany’s accounting resources to identify and react in a timely manner to new accounting pronouncements and non-routine and complex bus
  to maintain effective controls over the application of generally accepted accounting principles (“GAAP”) related to the financial reporting proc
that were corrected in the restatement identified the following issues, which collectively were a material weakness in the Company’s internal control over fi
aused by lack of an effective review, by appropriate accounting personnel, of the accounting for certain non-routine transactions. Such transa
y'sinternal control over financial reporting as of December 31, 2004, managementidentified the following material weaknesses in the Compan
statement of prior periods described in this report indicate a material weakness in internal control with respect to accounting for income taxes
as filed on March 30, 2005 to restate Media’s financial statements for the quarter ended September 30, 2004, as originally filed on Novembe
 n period-end financial reporting process             o General. We do not have a well-defined and organized                        closing proces
 no "reportable events" except that the Company's auditors reported to the Company's Audit Committee that the auditors' considered one m
d variations in the balance sheet data provided from our Brazilian subsidiary. After a rigorous internal audit at this subsidiary, it was conclude
 xemptive order extending for 45 days the time period in which an “accelerated filer” under Commission rules, which had outstanding market
he end of the period covered by the annual report, being December 31, 2004, we have carried out an evaluation of the effectiveness of the d
5 on the effectiveness of the Registrant’s internal control over financial reporting related to a material weakness in the operation of controls for evaluating a
g finance organization resource requirements and re-evaluate the design and operating effectiveness of certain controls surrounding the fina
 ent’s assessment. As of December 31, 2004, the Company’s review and supervision procedures over the recording of activity at its Japanes
 l identification and processing of deferred revenue elements of software and services sales and the accurate recording of customer obligatio
e and experience among the internalaccounting personnel regarding the application of US GAAP and SECrequirements; * insufficient writt
 ’s financial statements for the year ended December 31, 2004, Amper Politziner & Mattia, P.C. delivered a letter to the Audit Committee of ou
year-end audit by KPMG LLP, our independent registered public accounting firm, we determined that a key control over financial reporting rel
                           Insufficient supervision and oversight of accounting personnel at the Company’s Ireland subsidiary, Zomax, Ltd.(“Zo
l over financial reporting:

 s internal control over financial reporting.   After reviewing its lease accounting practices in light of the views expressed by the Office of the Chief Accoun
and our independent registered public accounting firm that resulted in adjustments to our financial statements, specifically with respect to our
ompany’s internal control over financial reporting was ineffective as of January 29, 2005 because of the restatement described in the following paragraph.
efined in PCAOB Auditing Standard No. 2. For the fiscal year ended January 3, 2004, the Company calculated the valuation allowance (ma
computer program change control process relating to database software, systems software, network software, and in certain circumstances
ar ended December 31, 2004, the Company has identified deficiencies in our internal control over financial reporting that the Company deems to be mater
 t component are ineffective. Deficiencies identified include employees do not have to sign a confirmation that they have read the code of con
g firm, identified deficiencies in the review and detect procedures related to the preparation of the prior years' income tax provision which con
 tion and completeness of our deferred income tax assets and liabilities (including the associated valuation allowance) and the income tax pr
stock option transactions. We have issued certain shares of our common stock under our equity compensation plans without complying with
 properties, estimating and recording certain fees and charges, reconciling accounts, and management information systems, and our need to
al officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report due to m
esting for the year ended December 31, 2004. However, certain material weaknesses currently have been identified related to the control environment and
 ent’s assessment: In its assessment as of January 2, 2005, management identified as a material weakness the Company’s insufficient contr
erial weaknesses in its internal controls in its Annual Report on Form 10-K. The material weaknesses relate to the methodology employed by
 reporting related to our accounting for labor and overhead variances to our standard costs, which should be included in our work in proc
gement’s assessment: The Company lacked sufficient personnel resources with adequate expertise to properly account for income tax matte
 r financial reporting as of December 31, 2004, and this assessment identified four material weaknesses in the Company’s internal control ov
  and leasehold improvements may not have been consistent with accounting principles generally accepted in the United States of America (
pany has decided in connection with the restatements to make certain changes to its accounting treatment for leases following the February 7, 2005 letter
ated with the policies were properly billed and any claims incurred on these policies were properly paid. However, the policy riders were not p
 tion of approximately $1.0 million of our inventory located in a thirdparty warehouse. We have taken steps and will continue to take additiona
 ent’s assessment: In its assessment as of January 23, 2005, management identified as a material weakness the Company’s insufficient con
g required disclosures in the notes to the financialstatements, and our need to develop greater internal resources for researchingand evaluat
our lease accounting policies failed to identify material misstatements in leasehold improvements, deferred rent liability, rent expense, restau
 5, our management and Audit Committee concluded that, based on completion of our review of lease accounting policies, our accounting for leases should
 restatements we identified and reported to the audit committee a number of areas for improvement and in term control over financial reporting. These mat
any's prior presentation of revenue and costs for resale inventory on a net basis in circumstances under which generally accepted accounting
 anagement has concluded that, as of December 31, 2004, the Company had ineffective controls over the application and monitoring of cash payments rec
 rols regarding its accounting and disclosure for accounts payable that resulted in an understatement of accounts payable and an overstatement of net inco
 are the subject of the restatement described in Note 14 to the consolidated financial statements were the result of material weaknesses in o
ver Financial Reporting set out below, management identified a material weakness relating to the Company’s internal controls that arose from
 in the accounting department and an unreliable accounting software package.
 and review of assumptions and factors affecting lease accounting practices were ineffective as of January 30, 2005 due to errors in our interpretation of G
 l control over financial reporting as it related to its lease accounting and lease depreciation practices, and disclosed this to the Audit Commit
 g practices. As a result of this review, management concluded that the Company's policies and procedures relative to the selection, monitoring and review
material weakness exists withregard to the valuation and purchase accounting of our recent acquisitions,including the inability to prepare fina
 s internal control over financial reporting:   • As of December 31, 2004, the Company did not maintain effective internal control over the recording of stock
ent's assessment. As of January 29, 2005, the Company's controls overthe selection and application of its lease accounting policies related
 over financial reporting two material control weaknesses. The first weakness will pertain to its securitization accounting, and the second weakness will per
GAAP as set forth in the SEC Letter, Management concluded that the Company’s previously reported fixed assets and deferred lease credits
mprovement incentives used by the Company prior to the issuance of the SEC Letter were all part of the books and records of the Company reflected in pr
ols     On March 7, 2005, our management, after consultation with the Audit Committee of our Board of Directors, determined that our conso
d No. 2, An Audit of Internal Control over Financial Reporting Performed in Conjunction with Audit of Financial Statements”, restatement of fin
 ent’s assessment. Subsequent to January 29, 2005, management identified as a material weakness the Company’s controls over the select
trols and procedures were not effective as ofJanuary 29, 2005, for the following reason: On March 2, 2005, we announced thatour financial s
 nges on the Company’s assessment of its system of internal control and has concluded that the control deficiency that resulted in the incorre
 ernal control over financial reporting as of January 31, 2005, and identified the following material weaknesses in the operating effectiveness
K for the year ended January 29, 2005 (the "2004 Form 10-K"), within the prescribed time period without unreasonable effort or expense, because (1) the C
  to assume the audit committee functions, results in the absence of an important oversight, constituting a material weakness in the Company
statements failed to detect the proper foreign currency translation adjustment as it relates to intangible assets. This appeared to be caused b
                              L                                    

 s over Financial Reporting 
ack of Adequate Accounting Staff During the course of the audit several accounting errors were identified by BDO
 f the results of the report of the internal investigation conducted by the Audit and Compliance Committee of our Board of Directors (the “Aud
 se as an operating activity rather than an investing activity, which resulted in restatements of the Company’s consolidated financial statemen
concluded that it must correct its previously issued financial statements to properly account for revenue recognized under the percentage of c
 reporting. Our evaluation to date has revealed the following material weaknesses:      • A lack of effective detective and monitoring controls, coupled with in
 issuance of an unqualified report on, our consolidated financial statements for the fiscal year ended December 31, 2004, our independent re
reporting as of December 31, 2004, management identified the following material weaknesses in the operating effectiveness of the Company
ancial reporting have resulted in insufficient controls relating to inventory accounting, the treatment of foreign currency matters, accounti
                             Promotional merchandise should have been expensed when distributed rather than capitalized and depreciated
en reported in the Company’s preliminary results for the fourth quarter of fiscal 2004. Kroger attributed the revision to an audit adjustment of the amount re
 8, 2005 that the Company’s fiscal year 2003 and 2002 consolidated financial statements should be restated to correct an error resulting from
ing accounting principles to a pool of loans acquired at a discount in October 2003. On March 29, 2005, the Audit Committee of our Board of
eferred tax liabilities, we determined that certain deferred tax liabilitieshad been incorrectly offset against its deferred tax assets. Under State
ation of its accounting policies related to leasehold improvements and tenant allowances and purchase discounts received from vendors were, as of Janua
we lacked segregation of duties, as we have since inception because Cricket Griffin performs all accounting functions, 2) we did not have do
 income tax balances and changes in our income tax provision; 
• inadequate accounting for lease agreements including capitalization and
ounting policies failed to identify material misstatements in our financial statements, which resulted in restatements of our consolidated financ
  in our South African operating subsidiary
rol over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002, and has preliminarily concluded, subject to further review and an
ght and review of the Company’s accounting for income taxes. This lack of adequate management oversight and review resulted in errors in the Company’
ed financial statements, several accounting adjustments wereidentified, some of which affected prior quarters and resulted in a restatemento
l control over financial reporting and has concluded that the control deficiency that resulted in the incorrect lease accounting practices represented a mate
gement and the Audit Committee, the Audit Committee concluded, in concurrence with management’s determination, that the Company’s me
 ng related to the lack of adequate expertise, a lack of documentation, and ineffective reconciliation procedures associated with income tax accounting ma
y’s assessment of internal control over financial reporting and concluded that the control deficiency that resulted in the incorrect lease accounting represen
the design of its internal control over financial reporting due to insufficient technical accounting expertise within the accounting function to re
ension plan of our former magnetic tape manufacturing subsidiary (“Media”), which we sold in 1995. These errors are the subject of recent c
ed upon an evaluation of information provided by Crowe Chizek and Company LLC("Crowe Chizek"), the Company's independent registered
s accounting for tenant improvement allowances, rent holidays and straight-line rent was incorrect and thus the company's audited financial statements for
documentation in our records relating to certain items, (2) a lack of sufficient accuracy in certain of our records and accounting entries, (3) th
rol related to a deficiency in the Company’s procedures regarding the review of contractual shipping terms intended to ensure recognition of revenue in ac
ternal control over financial reporting as of December 31, 2004 relating to the lack of effective controls over the valuation of the Company’s fl
 al reporting as of December 25, 2004 and this assessment identified a material weakness in the Company's internal control ... The material weakness rela
 ERNAL CONTROL REVIEW -- AUDIT COMMITTEE EFFECTIVENESS. The AuditCommittee of the Company's Board of Directors and man
a material weakness inour internal controls relating to this camera sale transaction. Based upon the investigation, the Audit Committee and
 ce of the Chief Accountant of the Securities and Exchange Commission in a letter issued to the American Institute of Certified Public Accountants on Febr
nagement assessed the effectiveness of the company's internal control over financial reporting as of December 25, 2004, and this assessment identified t
g Officers, has concluded that the Company had the following control deficiencies that when combined resulted in a material weakness: 
 (
                                        

                                        ·
 were identified in the following areas:
   Assessment of the Effectiveness of Internal Controls — The testing and evaluation of internal con
of the Company’s internal control over financial reporting as of December 31, 2004 originally included in Management’s Report on Internal C
 hornton LLP, that during their audit of the Company’s financial statements for the year ended December 31, 2004, which they have not completed, they be
material weaknesses described above, we refer to as the Deloitte Recommendations, related to, among other things, our need to formalize a
 l control over financial reporting, after analyzing the guidance expressed by the Office of the Chief Accountant of the SEC regarding lease ac
d to its process of evaluating long-lived assets for impairment, including insufficient controls over the review and documentation of key assum
nal control over financial reporting was not effective as of January 29, 2005 as it related to the Company's lease accounting practices. In performing its eva
ompany's internal control over financial reporting as of December 31, 2004 originally included in Management's Report on Internal Control Over Financial R
 deficiencies and audit adjustments indicate a "material weakness," as defined by the Public Company Accounting Oversight Board's Auditing Standard N
 the selection and application of our lease accountingpolicies related to the classification of landlord allowances within the consolidate
or the drafting and completing of all financial reporting. The Company’s senior management reviews all financial reporting, but they do not po
 r financial reporting as of December 31, 2004. Management’s assessment identified the following material weakness in the Company’s inter
 easonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in a
nts, as a result of the February 7, 2005 letter issued by the Chief Accountant of the Securities and Exchange Commission, we reviewed our p
cial reporting as of December 31, 2004 because of the effect of a material weakness on the achievement of the objectives of the control crite
  of adequate expertise, a lack of documentation, and ineffective reconciliation procedures associated with income tax accounting matters.
any's internal control over financial reporting that itsinternal control and procedures manual is not based upon a recognized internal contro
 rting relating to the Company’s process of establishing the allowance for loan losses and the related provision that existed during 2004.
elating to the review of the inventory warehousing and distribution function (“Distribution”) accruals for vendor invoices and the performance o
 d reduction to the fair value of its residual interests, Management’s Report on Internal Control Over Financial Reporting set forth on page 63 of the Compa
 ing 
 The Company’s efforts to evaluate the effectiveness of the design and operation of its disclosure controls and procedures identified c
 eaknesses in internal control over the financial statement close process. The control deficiencies generally related to (i) our company’s resou
 ar ended December 31, 2004, control deficiencies have been identified regarding the preparation of certain financial statement disclosures a
ncies, including (i) the ability of certain former members of senior management to circumvent internal controls over financial reporting in certain circumstan
n its internal control over financial reporting: 
 1. As of December 31, 2004, the Company did not maintain effective controls over the accounting for and re
 nstituted a material weakness over the effectiveness of detection and monitoring controls over the financial statement close proc
 sinternal controls over financial reporting:o The Company has inadequate segregation of critical duties within each of       its accounting pro
Exchange Commission (“SEC”) issued a letter to the American Institute of Certified Public Accountants expressing its views regarding certain
 internal control over financial reporting because of ineffective controls related to the review of computations and methodology pertaining to a
esses in internal control over financial reporting listed below: o Because the Corporation was not aware until the first quarter of 2005
 Close Process -- As previously reported, management determined that it had insufficient controls over the process of determining and reporting business s
 ign and testing of controls over relevant assertions related to certain significant accounts and disclosures. This pertains to documenting to th
ated to the changes in the rules associated with the advent ofthe Public Company Accounting Oversight Board ("PCAOB"), specifically, our pa
  an ineffective segregation of duties in the preparation of the financial statements to prevent or detect errors. This control deficiency resulted in audit adjus
 cember 31, 2004 and 2003 follows the identification of certain errors related to DAC and the related amortization of DAC, as described in No
                                                                        

Supervisory personnel did not review balance sheet reconciliations. •Reconciliations were not adequately performed or identified discrepancie
  as a result of a lack of segregation of duties attributable to the small size of our Company
 review of the accounting adjustments cited in several recent Form 8-K filings by other restaurant companies we determined that one of the a
ot maintain effective internal control over financial reporting as ofJanuary 5, 2005 as a result of the material weaknesses discussed be
 sclosed in that Form 10-K related to (i) the Company’s lack of a policy for mandatory disclosures in sales contracts, including disclosures for
nd Chief Financial Officer, we reevaluated our disclosure controls and procedures. We identified the following material weakness in our internal control ove
s, the Company has determined a material weakness existed due to ineffective controls over the selection and application of its lease accounting policies.
ompany's internal control over financial reporting as of December 31, 2004, originally included in Management's Report on Internal Control Over Financial
 or several reinsurance contracts, primarily with a former affiliate, and its equity accounting for that affiliate. This restatement caused the Com
es were not effective due to a material weakness in the Company’s internal control over financial reporting relating to revenue recognition on
ol related to management's review of the Company's accounting for income taxes and related disclosures. No other material weaknesses we
 that a material weakness existed as of December 31, 2004 which precludes the Company from concluding that its internal control over financial reporting
 r the accounting for dividends on its Convertible Preference Stock in the calculation of earnings per share from continuing operations and in
hese weaknesses involve the business processesand controls over trade promotional allowances and related customer accountsreceivab
nd management believes the controls and procedures are effective, themanual is not based upon a recognized internal control framewor
s effective as of February 26, 2005, our management considered, among other things, the restatement related to the accounting for leases, a
  31, 2004 filed with the SEC, management identified a material weakness in its internal controls related to two types of non-routine transactio
res as a result of this restatement and concluded its disclosure controls and procedures were not effective as of December 31, 2004 solely because of a fa
e quarter ended September 30, 2004 thata former employee of The Outdoor Channel, Inc. was not an employee at the time of the consumm
  that there could potentially be a material weakness in one of ourinternal controls. In the process of preparing our form 10Q for the firstquarte
 on internal control over financial reporting, which will be included in the Company's Form 10-Q/A for the quarter ended March 31, 2005, to dis
cy with respect to the Company’s procedures in correctly calculating and reporting its stock-based employee compensation expense under S
Company’s accounting and financial reporting functions require additional personnel with appropriate skills and training to identify and addres
counted for the recognition of revenue on one large transaction involving complex judgment as to whether the services in the transaction are essential to th
4 to the amortized debt discount associated with the amendment to our convertible credit facility and subsequent borrowings under the conve
ompany had incorrectly recorded (i) the market price for our common stock at December 31, 2004 and (ii) the total return on our common sto
that previously issued financial statements should be restated, management concluded that a material weakness in internal control over fina
ent's assessment. As of December 31, 2004, the Company did not maintaineffective controls over the calculation and review of the provision
not maintain effective controls over the selection and application of its accounting policies related to rent escalations, leasehold improvement
theassistance of independent counsel, has been carrying out an investigation intothe activities of James K. Tillery, the former President of W
 bove, under the direction of our Chief Executive Officer and Chief Financial Officer, we reevaluated our disclosure controls and procedures.
be restated, relating to certain lease accounting and leasehold improvement depreciation accounting practices, consistent with similar adjust
 , the Company reported a material weakness in internal controls with respect to deferred policy acquisition costs and deferred sales inducements and was
stion] Alstyle's procedures to close the books in accordance with its past practices were deficient, especially when compared to the Company's procedures
2004, our management andour independent registered public accounting firm identified several materialweaknesses in our internal contr
establish regularly scheduled board meetings, discuss the possibility of adding additional independent directors, discuss the possibility of form
concluded that because the material weakness in internal control over financial reporting which was previously identified in Item 8A of our Annual Report o
  er and Chief Financial Officer concluded that a materialweakness existed as of March 31, 2005 because the Company did not maintaineffec
 l year ended December 31, 2004 Killman, Murrell & Company, P.C. advised the Company that there were material weaknesses in its interna
 (the Company) concluded that the Company's interim financial statements for the first fiscal quarter ended January 31, 2005 should be restated to correct
 onitoring of accounting policies with respect to (i) the classification of accounts receivable and deferred revenues on contracts with a portion
 and procedures were effective and that no significant changes in its internal control over financial reporting had occurred. Subsequent
ments for the identification and evaluation of relevant terms and conditions to determine the proper balance sheet classification of the related
 sufficient personnel with appropriate knowledge in U.S. GAAP and lack of sufficient analysis and documentation of the application of U.S. GA
  management resources, the Company does nothave adequate accounting staff. As a result, the Company took steps to addressits understa
 ing as of December 31, 2004 and March 31, 2005 were not effective due to the existence of a material weakness in internal control over financial reporting


pany remediated the material weakness in internal control over financial reporting by having its CEO in addition to its CFO review in detail all
material weakness in our internal controls over accounting for pro forma stock-based compensation expense required to be disclosed under SFAS No. 123,
 not yet been completed, the Company has identified, as of the date of this filing, material weaknesses as of May 1, 2005 in its controls over t
 articular, Grant Thornton noted that our internal control over the application of accounting principles with respect to revenue recognition, the
 ss in internal controls over financial reporting existed due to the fact that the oversight of the Company’s control over financial reporting by the Company’s
ompany’s assessment of the effectiveness of its internal control over financial reporting and concluded that the ineffective controls over the s
          1
          

eaknesses:
. As of December 31, 2004, the Company did not have an effective control environment based on criteria established in “Intern
 ontrol over financial reporting. As of March 31, 2005, the Company did not maintain effective controls over the determination and reporting of the provision
ncial reporting existing as of March 31, 2005. Management determined that our access controls over our financial application system did not
recommendation of management of the Company that, following the adoption ofSFAS No. 145 in 2003, such gain on the extinguishment of d
n compensation arrangements. Specifically, the Company had a deficiency in the design of controls to identify the proper accounting treatme
es as of March 31, 2005 related to thefinancial statement close process:o Insufficient controls to review the application of accounting p
 rols over the determination of revenue recognition for a non routine complex revenue transaction. The material weakness did not result in a

                                
                                 
                                          

n Technology General Controls; 
 • Revenue and Billing Process; 
 • Financial Statement Close Process; 
 • Inventory and Rental Asse
d disclosure controls and procedures do not provide reasonable assurance that material transactions are timely and accurately reported in o
n June 15, 2005, the Company has concluded that the procedures to reconcile intercompany balances, record debt related to the acquisition

ebit process. Vendor debits are transactional discounts on purchases from major suppliers. The vendor debit process is manually intensive and involves th
 ct to the accounting for share-based compensation expense for the non-substantive vesting period conditions under SFAS No. 123(R). As a result of this m
ure to properly disclose equity and debt transactions.
 and monitoring of the accounting presentation on the sale of long-lived assets. Specifically, the Company incorrectly classified the gain on sale of long-live
material weakness surround the failure to retain financial reporting personnel necessary to properly identify and record in a timely fashion, no
  from capital expenditures reported in the consolidatedstatement of cash flows capital expenditures that were unpaid and included inaccount
ndicated that they considered these deficiencies to be material weaknesses asthat term is defined under standards established by the Public
  course of a review of our disclosure controls and procedures, we became          aware that our reporting for deferred financing costs and disco
ch 27, 2005 related to the fact that as a smaller public company, BenihanaInc. had an insufficient number of personnel with clearly delineated
 process were not designed in a manner to allow the preparation of consolidated financial statements on a timely and accurate basis, which c
 relating to regulatory filings for the recovery of stranded costs and certain true-ups for expenses relating to federal and state income tax filing
   weakness in our internal control over financial reporting with respect to the appropriate interpretation of accounting principles. This material
 nal control over financial reporting in Item 9A to conclude that internal control over financial reporting was not effective as of December 31, 2
 raud being perpetrated by certain former members of our management team, the following material weaknesses in our disclosure controls a
accruing accounts payable do not provide reasonable assurance that material transactions are timely and accurately reported in our Periodic
 404 of the Sarbanes-Oxley Act as of fiscal year-end that there were two material weaknesses in the controls relating to the period-end financial reporting
Montgomery's internal control:        o     Due to the limited number of employees, Montgomery's control                structure lacks the prope
  and December 31, 2004, and through June 22, 2005, there were no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K)
 reporting process with respect to the timely analyses and reporting of income tax provisions and pensions and other post-retirement benefits
31, 2005 related to the fact that we lacked a sufficient complement of personnel with a level of financial reporting expertise commensurate wi
 in BMC Software’s internal control over financial reporting. 
 Vendor Specific Objective Evidence of Fair Value. A material weakness was id
g that the Company’s financial accounting software was properly configured, during the Company’s change in fiscal year, to correctly calculate depreciation
nting for credits attributable to software contracts executed under the Company’s prior business model that were sufficient to prevent or detect the imprope
erial weakness have been reported to the board of directors. The material weaknesses relate toa lack of technical expertise as it related
erialweakness in its internal control over financial reporting relating to a splitpayment lease transaction that had been incorrectly recorded d
2004, we determined that the Company's Consolidated Statement of Cash Flows forthe period ended March 31, 2004 should be restated to
 rting as of March 31, 2005, we have identified the following five material weaknesses. 

 First, management identified a material weakne
 and annual financial reporting set forth below, and has concluded that, based on the specified criteria, we did not maintain effective internal
relating to certain lease accounting and leasehold amortization accounting practices, consistent with similar adjustments made by many othe
and our independent registered public accounting firm that resulted in adjustments to our consolidated financial statements, specifically with
 rship Finance ("MPF") 100 program of the Federal Home Loan Bank ("FHLB") of Chicago. Ernst & Young LLP also stated that the Company has a materia
 ses in the processes and procedures associated with our purchasing and payables, billing and receivables, inventory, the financial accountin
of December 31, 2004 as a result of the following identified material weaknesses: • Insufficient numbers of personnel having appropriate k
ose and reporting process:
   
•
                               
            Inadequate support of the account balances for the allowance for uncollectible note receivable, defer
 egation of duties.
Company did not maintain effective internal control over financial reporting as there was more than a remote likelihood that a material missta
31, 2004 and our registration statement on Form S-1, managementreviewed our revenue recognition methodologies as they relate to salesin
 ving internal control over financial reporting and its design and operation that it considered to be a material weakness in the Company’s year
  the Company’s Board of Directors regarding a breakdown in the accounting system integrity resulting in the understatement of expenses to
 tiveness of the Company’s internal control over financial reporting as of December 31, 2004, the Company’s management identified the mate
 005, and in connection with our documentation, evaluation and testing of internal controls of our significant processes over financial reporting
   of material weakness in our internal controls relating to lack of segregation of duties and weaknesses in our accounting for equity transactio
   year ended February 28, 2005, Ernst & Young LLP, our independent registeredpublic accounting firm, informed us and our Audit Committee
eSEC with respect to (1) the valuation of equity securities, including options,issued to employees and non-employees and (2) the account
 erstaffed Finance and Accounting team to correct this material weakness
echnology (“IT”) controls. These deficiencies related to (i) passwords (existence of blank passwords and default system passwords, lack of e
on”), the Company’s independent registered public accounting firm, advised management of certain internal control deficiencies that they con
 mpletion contracts denominated in foreign currencies giving rise to the restatements identified elsewhere in this Report, management has co
 utive officer and principal financial officer determined that the accounting errors referenced above were the result of material weaknesses in
any due to the small number of employees dealing with general administrative and financial matters. This constitutes a material weakness in
med audits which identified material weaknesses in NUI’s internal controls. Additional internal control issues and deficiencies were identified in
ended February 28, 2005, the company's independent accountants (the "Auditors")advised the Audit Committee and management of cer
 s which, when accumulated,represented a material weakness as of March 31, 2005: * Lack of an inside certified public accountant; *
ontinental has designed new internal control procedures in order to remediate the internal control weakness that resulted in the adjustments and to ensure
 time to file its Annual Report on Form 10-K with the Securities and Exchange Commission. In connection with preparation of the Company's
 nting function which: a) limit the level of monitoring and oversight within the accounting function and which restricts the Company’s ability to g
nd March 31, 2005, the Company’s controls over the identification and determination of required lease and lease revenue disclosures were in
s as required by SFAS 131 and, as a result, a material weakness existed in our internal control over financial reporting disclosures. We have taken a series
 noreportable events as outlined in Regulation S-B Item 304 (a)(1)(iv), other thanas follows: In Item 8Aof its Annual Report on Form 10-KSB/A
er30, 2004, December 31, 2004 and March 31, 2005, a material weakness existed inour internal control over financial reporting with respect
cess. Certain adjustments were identified in the annual audit process,related to the accounting for stock transactions as well as the lack ofse
rmer senior executives to set high standards of ethics, integrity, accounting and corporate governance. These conditions resulted in a contro
 FINANCIAL REPORTING,MANAGEMENT IDENTIFIED A MATERIAL WEAKNESS IN OUR ABILITY TO RECORD REVENUE,WHICH WAS
al weaknesses:o Insufficient segregation of duties between separate CEO and CFO officers.o Lack of sophisticated internal expertise with
5 by the Company's independent registered public accounting firm to theAudit Committee of the Board of Directors, management has identifi
 ies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will no
esses:       1. As of March 31, 2005, the Company did not have an effective control            environment based on criteria established in "Intern

 
• A material weakness in our financial reporting processes arising from a shortage of, and turnover in, qualified financial reporting personn
 nded (the "Exchange Act"), within the 90 days prior to the filing date ofthis report, the Company is required to carry out an evaluation of theef
nancial processes in the Company. The Company periodically assesses the cost versus benefit of adding the resources that would remedy or
on and application of accounting policies relating to interest rate swapagreements for purposes of preparing its annual and interim financial st
not have adequate accounting staff. As a result, the Company plans to take steps to address its understaffed Finance and Accounting team t
gement’s assessment: 
• The testing and evaluation of the Company’s internal controls was not completed in a timely manner, primarily due
  ertain accounting personnel at the subsidiary failed to follow proper accounting procedures related to account reconciliations and revenue re
esThe Company did not have effective policies and procedures regarding managementoverride of controls, and it did not have effective po
 ent’s assessment: The Company did not maintain sufficient resources in the corporate tax function to accurately identify, evaluate and repor
ngs’ internal controls over financial reporting with respect to the end of quarter cut-off process across all entities. UIL Holdings has instituted a
his compares to a net loss of $2,877,000, or $0.06 per share, for the second quarter 2004. For the six months ended June 30, 2005, net loss
 of payments received from a customer during June 2003 had not been accounted for properly. The impact of the improper accounting, net of
ment's assessment. As of December 31, 2004, the Company did not maintain effective controls over the determination of the provision for inc
 n process for timely identifying and recording of reserves for anticipated product returns related to certain branded products due to lack of in
December 31, 2004, our then majority owned subsidiary, UGC, which files its own annual and quarterly reports with the SEC, identified a mat
ng material weakness as of December 31, 2004: controls did not exist to provide for the proper reconciliation of its North American sales com
 1, 2004, filed on March 11, 2005, management concluded that the Company’s internal control over financial reporting was effective as of De
 e controls in place as of March 31, 2005 over the calculation and recording of royalty expense relating to the multi-client data library at GX Te
ancial reporting: 
 
• The Company did not maintain effective controls over the valuation and presentation and disclosure of derivative transa
 e Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 2005, during our prior review of our consolidated financial stateme
005, we carried out an evaluation, under the supervision of our management, including the Chief Executive Officer and the Chief Financial O
e controls and procedures (as defined in Rules 13a-15(e) and 15(d) — 15(e) of the Securities Exchange Act of 1934) (Disclosure Controls) w
 ver financial reporting as the control over the proper classification of cash paid upon an issuance of debt and cash received on a sale of real
deficiency that represents a material weakness. As a result, management has revised its assessment of the effectiveness of the Partnership’
 r 2005 earnings and prior to the filing of the Form 10-Q for the quarter ended June 30, 2005 on August 15, 2005, management identified a m
ess of our internal control over financial reporting, we have concluded that we did not maintain effective internal control over financial reportin
 ies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be preven
gement’s assessment as of January 2, 2005. The Company did not maintain effective controls over the preparation and approval of manual j
our internal controls existed: We have a material weakness with respect to accounting for revenue recognition and related sales returns, cred
 s and Exchange Commission (the “SEC”) concerning Income Opportunity Realty Investors, Inc.’s (“IOT” or the “Company” or the “Registran
   limited partnership units held by management and previously classified as permanent equity. The limited partnership agreement of Holdings
 rim periods in 2004 and through June 30, 2005, the Company did not maintain effective controls related to the determination of dividends de
 ies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be preven
hat a material weakness (as defined understandards established by the American Institute of Certified PublicAccountants) existed in the Com
 ccounting indicate that the Company’s disclosure controls and procedures were not effective as of January 1, 2005 and through the date of t
  er 31,2004, filed with the Securities and Exchange Commission (the "SEC") on April 15,2005, in connection with the audit of the Company's
December 31, 2004 and through June 30, 2005.              The Company did not maintain effective controls over its accounting for income taxes req
s of July 31, 2004, that a material weakness existed in the Company's internal controls such that in its belief " the accounting personne
of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our
  s existed in its internal control over financial reporting relating torevenue recognition in connection with a transaction in China. Specifically,
 ve been no reportable events (as defined in Regulation S-K Item 304 (a)(1)(v)), except that on June 28, 2005, KPMG advised the Company’
ficient documentation and analyses to support our consolidated financial statements, failure to properly evaluate estimates of royalties due, a
  rol Over Financial Reporting set forth in Item 9a on page 53 of the Company’s 2004 Annual Report. Although the Company has not yet comp
g policies and procedures that are appropriately documented, communicated and consistently applied, which contributed to our inability to ef
 An Audit of Internal Control Over Financial Reporting Performed in Conjunction With an Audit of Financial Statements, restatement of financi
ysis, the Registrant determined that a control deficiency existed with respect to its financial reporting related to stock option accounting. The c
 t interim period prior to the date hereof, there have been no “reportable events” with respect to Meritage as defined in Item 304(a)(1)(v) of Re
yperformed an initial assessment of Agis' ICFR to gain a high-level understandingof the internal control structure within Agis. The assessmen
 esses in our internal control over financial reporting, including one which results from an aggregation of several significant deficiencies. Man
   has concluded that it had ineffective controls over the determination of its operating and reporting segments and its reporting units for asses
cy existed with respect to the Company’s internal controls over its financial reporting related to accounting for preferred stock. Accordingly, th
  ent’s assessment. The Company had insufficient controls over determining the appropriate recognition of tuition revenue related to diploma
   existed in the Company’s internal controls over certain Information Technology General Controls (“ITCG”) as of June 30, 2005. Specifically,
 l control over financial reporting which resulted from deficiencies in the design and operation of the Company’s controls related to the review
 dard No. 2, a material weakness is defined as a significant deficiency or combination of significant deficiencies, that results in more than a re
caused management to conclude that,as of April 30, 2005, our disclosure controls and procedures were not effectiveat the reasonable assura
ments of the Company and the operations transferred from GB Holdings on a combined basis in a manner similar to pooling of interests for e
   as of May 31, 2005, material weaknesses existed related to ineffective controls over the Company’s revenue recognition and billing process
  e & Touche LLP, our independent registered public accounting firm, and management notified our audit committee that we had identified a m
ecifically, we incurred increased research and development costs as many of our products were redesigned to be manufactured by a differen
  ent’s assessment. As of December 31, 2004, the Company did not maintain effective internal control over the valuation of the allowance for
 ncial statements, management determined that there were material weaknesses in our internal control over financial reporting as of Decemb
  uded that our disclosure controls and procedures were deficient and identified deficiencies and material weaknesses in our disclosure contro
 ontrol over financial reporting, which is more fully described under subsection (b) below. Lack of Adequate Accounting StaffDuring the quarte
  r ended December 31, 2004, both the Company and its independent registered accounting firm identified that the Company’s internal contro
 tive internal control over financial reporting as of December31, 2004 as a result of the following identified material weaknesses:o The desig
  ecutive Officer and Chief Financial Officer and the Audit Committee of the Board of Directors determined that our disclosure controls and pro
1, 2004 financial close process and absence of appropriate reviews and approvals of transactions and accounting entries. Certain adjustmen
ontrol deficiencies that together the Company considers to be a material weakness. Those deficiencies were: inadequate process for change
  les 13a-15(f) and15d-15(f) of the Exchange Act) during our most recent fiscal quarter includedadopting a policy and procedure to remediate
                           1
                           

gement’s assessment: 
 . As of June 30, 2005, the Company did not maintain effective controls over the financial closing and reporting proce
  ve officer and principal financial officer identified deficiencies in the Company’s internal controls over financial reporting as they relate to the
  icer, Todd E. Paulson, have evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report
gement’s assessment: (1) Certain errors, which were material, were identified in the Company’s income tax provision calculation. These erro
  5, BDO notified the Audit Committee and the Company's management of a controldeficiency in the Company's internal control structure inv
ur registered independent public accounting firm identified certain material weaknesses relating to our internal controls and procedures within
                           

gement’s assessment: 
 n A material weakness in the design and operating effectiveness of controls related to documentation and analysis
ent's assessment: - The Company's controls over the calculation of the income tax provision, taxes payable and deferred income tax amoun
ne 30, 2005 related to the fact that as a small public company, we have an insufficient number of personnel with clearly delineated and fully d
al reporting, management has identified certain control deficiencies, including (i) an insufficient complement of personnel in control and acco
eChief Financial Officer) who is responsible for the day to day accounting andSEC reporting function of the Company. Daily transactions
 ecember 31, 2004, after consultation with the Company’s independent registered public accounting firm, KPMG LLP, we implemented chang
ng the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15
rticipation of its management, including its principal executive and financial officers, of the effectiveness of the design and operation of the C
 trol deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will no
   maintained by the Company through its conversion from an electric cooperative to an investor owned utility, might not be correct. In conne
 address these issues. Specifically, the Company has retained the services of anew experienced accountant on an independent contractor ba
 gement's conclusion that the changes reflected in Part I, Item 1 of thisForm 10-Q/A are the result of a material weakness relating to the ac
  nced that it was required to restate its audited consolidated financial statements as of December 31, 2003 and 2004 and for each of the yea
   internal control over financial reporting asof March 31, 2005 as more fully described below. Based upon that evaluation, theCompany's Chie
 he Company’s internal control over financial reporting using the criteria in Internal Control – Integrated Framework issued by the Committee
 ent’s assessment: 
 As of June 30, 2005, the Company did not maintain adequate controls supporting segregation of duties in certain of its
 identified certain accounting errors made during the quarter ended December 31, 2004. The Company discovered that there were omissions
he following to constitute a material weakness in internal control and operations: the Company did not have adequate staffing its finance grou
ed June 30, 2005, BDO reported to the Company’s Audit Committee certain conditions involving internal controls which they believe represen
ny's management identified an error which lead to the identification of a material weakness within the Company's financial reporting and discl
 rter of 2005, the Company’s independent registered public accounting firm, Ehrhardt Keefe Steiner & Hottman PC, advised the Company’s m
  t its management and the Audit Committee of its Board of Directors had concluded, as a result of an ongoing investigation, that Dana’s finan
 ent’s assessment. During the audit of the Company’s financial statements as of and for the year ended July 31, 2005, errors were discovere
qualified report on, our consolidated financial statements for the fiscal yearended November 30, 2004, our independent auditors, Nussbaum
 n or before November 8, 2005. As part of management’s report on internal controls over financial reporting, the Company will report materia
 trols as a result of significantdeficiencies and material weaknesses previously discovered. In June 2005, wehired a full-time bookkeeper.
e accounting firm to perform certainconsulting functions in connection with the preparation of our financialstatements, and the Company's tim
  December31, 2004, management, together with J.H. Cohn LLP, our independent registeredpublic accounting firm, identified the existence o
 ssment of internal control over financial reporting, in which it stated that in its opinion our failure to report our distributions of earnings from un
 ficant deficiencies relating to accounts payable: (i) inadequate controlsover the data used to perform cost of goods sold calculations; (ii) inad
  vements in an effort to ensure that the restated financial statements reflect all necessary adjustments. We have also designed new internal
  r ended December 31, 2004, our independent registered public accounting firm advised the Board of Directors and management of certain s
 d the first material weakness in internal controls noted below. KPMG later expanded the list to include the last two material weaknesses.

        •
                                                                                                                                                    

                                                                                                                                                    
 Th
  inancial Officer have concluded that the Company's disclosure controlsand procedures were not effective as of the end of the Company's fir
    has concluded that the Company's disclosurecontrols and procedures, although effective, did contain a material weakness.                This materia
 ment of the Company’s interim consolidated financial statements and concluded that such restatement was the result of a material weaknes
ng the effectiveness of CIB Marine's disclosure controls and procedureson December 31, 2003, have concluded that because of certain defic
  personnel and other resources with which to address internal controls and procedures. As a result, when our independent registered public
 tements for the quarter ended July 31, 2005 and subsequent tofiling our Original Form 10-QSB, management and our registered independen
  e Company has identified                    material deficiencies in many of its financial systems,               processes and related interna
  our audit of the March 31, 2001 financial statements and communicated to the Audit             Committee in a letter dated September 20, 2001, a
  the following reportable conditions thatTanner + Co. believe to be material weaknesses:             1. Press releases are not reviewed by appro
  uted integration efforts. This led to our former independent accountants advising that the legacy billing systems and practices in the United K
  p. (formerly Educational Finance Group, Inc.)subsidiary ("AMS") and a reportable condition with respect to UICI. With respectto UICI's credit
 S-K Item 304(a)(1)(v)) except, in a letter addressed to the President of the Company relating to PWC's audit of the Company's financial state
  al weakness under standards established by the AmericanInstitute of Certified Public Accountants existed in the design and operation ofthe
 uthoritative auditing literature, in our internal accounting controls. The material weakness related to lack of compliance with or circumvention
 t and our audit committee that they identified deficiencies in our internal controls relating to our communication with and supervision of our ac
 1 through December 31, 2001. During this period, the Registrant had significant turnover in personnel with responsibility for those procedure
ent and the Audit Committee of the Board of Directors certain deficiencies in the design or operation of the Registrant’s internal accounting c
ment approval and documentation process; (ii) significant financial statement adjustments during the Former Auditor’s audit; (iii) a series of sig
 ty ofoperational and financial information, information systems and financepersonnel.
  ermine the final amount of the adjustments and which prior periods would need to be restated. Because these adjustments may pertain to p
  fined in Item 304(a)(1)(v) of Regulation S-K. By letters dated April 10, 2002 and June 22, 2001 (the “Weakness Letters”), pursuant to its aud
Deloitte & Touche has informed the Partnership that based upon their work performed to date the contents of the letter will include a comme
 rols necessary to develop reliable financialstatements do not exist, the Company reports that a letter from Ernst & YoungLLP to the Company
  financial statements, management identified certain excess capacity
     costs of approximately $662,000 which were capitalized as work in proc
ditors, PricewaterhouseCoopers LLP (PwC), identified and communicated to the Company and the Audit Committee two “material weaknesse
 countants. Reportable conditions involve matters coming to our attention relating to significant deficiencies in the design or operation of inter
der standards established by the American Institute of Certified Public Accountants) relating to the processing and monitoring of intracompan
 uties is a material weakness.
e such reports qualified or modified as touncertainty, audit scope or accounting principles. In addition, during thefiscal years ended December
nancial statements will not be prevented or detected. The following material weaknesses were identified and included in management's asse
dent accountants identified certain deficiencies in the Company’s internal control procedures that would be deemed to be a material weaknes
  or the year ended February 1, 2003, they had identified internal control deficiencies that they considered to be material weaknesses under s
dures, including the adequacy and reliability of certain financial information, and certain financial personnel. Specifically, PwC reported mater
  in Item 304(a) of Regulation S-K, except that E&Y advised the Audit Committee and management in connection with their audit that for the y
ntrol procedures that D&T considered to be a material weakness. In March 2003, D&T advised the Audit Committee that it had identified cert
come taxes. As a result of this deficiency in the Company’s internal control over financial reporting, management did not detect errors in the a
  edures and personnel in Kazakhstan, including the implementation of a computer-based accounting system and additional training of person
 trol that Deloitte considers to be material weaknesses. A material weakness is a condition in which the design or operation of one or more of
 terial weakness in our internal control over financial reporting. These control deficiencies included: (1) weak segregation of duties among fron
 at term is defined in Item 304(a)(1)(v) of Regulation S-K), except that Deloitte advised the Audit Committee and management that Deloitte no
 ing past quarters and has contacted the audit committee toinform them of the inadequate documentation which exists to support thecontinue
  ancial statements, management identified a significant number of internal control weaknesses in several key areas that had resulted in mate
  ed the Audit Committee that they identified the following “reportable
                                                                   •
                                                                          conditions” in the design and operation of our internal controls:
Deficienc
med an apparent override of the control systems by the Company's former senior management. Second, PWC advised the Company's cu
uarter ended September 30, 2004, the Company identified certain control deficiencies at its Consumer Products business unit within its Cequ
ny's internal control and its operation, includinginadequate cut-off procedures over sales and shipping; inadequate controlprocedures
encies in USGA's internal control proceduresthat GT considered to be a "material weakness" under standards established bythe American In
  nuary 2003 resignation of the Registrant’s Chief Financial Officer and the loss of a number of financial and accounting personnel in the fourt
m 10-K filed on June 30, 2003, deficiencies in our internal controls were identified relating to:accounting policies and procedures; personnel a
  cruals for vacation expenses over the periods earned during prior historical periods. The restatement will bring GEO’s accounting treatment
  the failure of the Company's control processes to identify material accounts payable reconciliation issues at two manufacturing locations. 

 ses" (as defined under standards established by the American Institute of Certified Public Accountants) in the Company's Mexico operations
 financial statements did not exist. These conditions included (a) Material Weaknesses relating to maintaining and managing legal document
  Thornton on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure. For the most recent year
 and a “reportable condition” under standards established by the American Institute of Certified Public Accountants regarding various elemen
the year ended December 31, 2003. The Company’s CEO/CFO has directed management to take appropriate corrective measures. Based o
 in November 2000 and November 2001, the FormerAuditor reported to and discussed with management and the audit committee amaterial
 ial statements for the fiscal years ended March 31, 2001 and 2002. 

• That PwC recommended examination and augmentation, as appro
1 10-Q. The Company addressed this by filing an amended 10-Q thatdisclosed this transaction. The adjustment to the financial statements re

 er is the formal means by which                     PricewaterhouseCoopers LLP reports to us its findings, developed as a           result of its an
0, 2002, the Company made changes in itsinternal controls and took other actions designed to enhance theCompany's internal controls, whic
ut granting credit to customers. As aconsequence of this structure, easy credit was afforded to customers allowingSpiegel to increase its sale
30, 2002 while fulfilling its responsibilities for the year ended September 30, 2003. The combined effect of these challenges placed a strain o
re is a material weakness in the Company’s control environment. Without accepting or rejecting Grant Thornton, LLP’s conclusions, the Aud
  with the SEC … indicates the existence of "material weaknesses" in the design or operation of internal control over financial reporting during
 to be material weaknesses, including matters with respect to AE Supply’s trading operations and related information systems. In the third qu
 accrual of those subcontractor costs had minimal impact on net income. The accruals do affect revenue, other direct contract expenses and
disclosure controls and procedural improvements thathave been implemented, and will continue to be implemented after the EvaluationDate
 in the fourth quarter of 2004, certain material weaknesses in the system of internal controls. The adjustments to the Company's consolidated
es regarding: (i) documentation for hedge accounting treatment as required by Statement of Financial Accounting Standards No. 133, “Acco
ittee that material weaknesses existed with respect to the timely preparation of financial statements and the recordkeeping process at certain
 licable to prior periods also required adjustment. The fact that our internal controls did not identify the related financial statement errors prior
unting principles. Specifically, our processes, procedures and controls related to the preparation and review of the quarterly and annual tax p
ion of deferred tax asset and liability balances.The independent accountant has discussed this reportable event with the AuditCommittee
 ng to accounting, financial reporting and internal controls) during the three fiscal years subject to audit constituted, at times, a material weak
 hich taken together constituted a material weakness in our internal controls. The material weakness included issues with our inventory costin
 engagement of KPMG, there were no "reportable events" except that KPMG reported to the Registrant's Audit Committee that KPMG consid



 diately began an extensive, in-depth review of accounts and records associated with DR during the time periods since the Company acquire
ny's processes and procedures and have identified a material weakness and certain significant deficiencies in the Company's internal contro
ee-month and six-month periods ended June 30, 2003 included in that report and, in particular, their analysis of our loss provision related to o
 t accounts for ground lease expense ... the Company anticipates that management and the Company’s independent registered public accou
mately $41.8 million for the nine months ended September 30, 2003. The sales are transacted through and recorded by the Company's 80%
standing valuation issue relating to the retained interests in loans securitized by the Company. The Company's outside auditors, KPMG LLP,
 ment, to provide better coordination and communication between the legal and finance/accounting departments and to provide training to ex

 ny's management and its auditors identified several matters related to internal controls that needed to be addressed. Several of these matte
 to the Company by Moss Adams as a material weakness. Moss Adams informed the Company that (i) controls were not in place to timely d
nvolving internal control that it considered to be material weaknesses, including the lack of a member in the Registrant's accounting departm
ontrol matters noted in one of the Company’s operating units. These matters were considered to be a material weakness related to the finan
2004 the following four significant deficiencies pursuant to standards established by the Public Company Accounting Oversight Board: 1. The
e specialist's work. In order to remediate this matter, the Partnership has taken steps to enhance management's monitoring and oversight ac
nstituted material control weaknesses. These weaknesses contributed to the restatement of our financial statements for the first three quarte
udit Committee of our Board of Directors that they had identified a deficiency in internal control. The deficiency is considered to be a "materia
n connection with an audit of the Company's consolidatedfinancial statements for the year ended December 31, 2002, E&Y raised questionst
 with its audit of fiscal year 2003. Management believes these measures materially improved its internal controls over financial reporting durin
on of fixed assets, amortization of intangible assets, deferral of costs, valuation of inventory, recording of accruals, revenue recognition, class
 ant of which related to the Company's North American commodity trading and risk management operations. In addition to a material internal
consolidated financial statements, KPMG informed the Company that certain material weaknesses exist in the Company's internal controls ov
y's Audit Committee that during the course of the fiscal 2002 audit, deficiencies in internal controls were noted relating to:revenue recognition
y 1, 2003 through December 17, 2003, except that prior to the filing of the Company's January 31, 2003 Form 10-K on October 31, 2003, Pw
over the safeguarding of assets regarding a significant transaction related to the sale of certain receivables. On December 17, 2003, E&Y inf



 way we do business with a reseller that began in the first quarter of fiscal 2003. The fact that we did not identify this matter until the fourth qu
y the AICPA in the Company’s internal controls that were initially observed during PricewaterhouseCoopers’ audit of the Company’s financial

dequately staff its finance group with the appropriate level of experience to effectively control the increased level of transaction activity ... and
ng remedial measures: We have implemented new procedures relating to the communication of information between management and all le
  30, 2003. Specifically, the independent auditors noted that the Company's internal control failed to timely alert management of potential loan
 ailing material weaknesses identified during thecourse of its 2002 and 2001 audits. Their letter reported that due to materialchanges in the C
ransactions and the need of the Company to take fullphysical inventories. In its annual letter to management issued in October 1999,BDO
 hat Grant Thornton LLP concluded to be material weaknesses in the design and operation of internal control under standards established by
  the Company's 2001 financial statements and on addressing certain material weaknesses in its system of internal controls over financial rep
countants to adequately test and conclude on the Company’s internal controls over financial reporting as of December 31, 2004; accordingly
 y, Ernst & Young indicated that certain members of Registrant’s senior management had misrepresented facts and failed to make known all
 y, Ernst & Young indicated that certain members of senior management of the Registrant and the Registrant’s affiliate, Metropolitan Mortgag
 y, Ernst & Young indicated that certain members of Registrant's senior management had misrepresented facts and failed to make known all
porting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act): 
• The Company’s senior management team was strengthened w
he status and effectiveness of a management information and accounting system used by our components division and costs associated with
 ing controls within internal control over financial reporting. These conditions were manifested in a number of adjustments to the financial sta
 ion with respect to certain transactions during 2002]. We disagree with the phrase "potential inadequacies in internal control" appearing in th
 e Company acquired in November 2002. Specifically: 1. Our internal controls are inadequate to properly record our inventory quantities in an
 al weakness: As of December 31, 2004, the Company did not employ sufficient personnel with adequate technical skills relative to accountin
 eakness in connection with Ault’s annual analysis of its goodwill. After review of the assumptions and methodology used in the analysis, man
 te its previously-issued financial results for the years ended 1998 through 2002 and for the first and second quarters of 2003. The restateme
accounting errors it had previously identified in the Company's financial statements. As a result of the discovery of the accounting errors, man
e restatement relates in part to the recognition of forward purchase agreements associated with the warehousing phase of our CDO busines
auditors identified our limited financial infrastructureand the failure to physically inventory our United Expressline operations onquarterly b
 003 and may restate its unaudited financial statements for the first quarter ended October 31, 2003 to correct the premature recognition of r
mpany should file a Form 12b-25 to extend the time to file the Company’s Quarterly Report on Form 10-Q for the period ended January 2, 20
  ponsible for the Company's accounting function and the lack of experience and knowledge of accounting principles generally accepted in the
. The material weakness in internal control related to a lack of personnel with adequate expertise in income tax accounting matters, a lack of
 kness (as defined under standards established by the Public Company Accounting Oversight Board) in the Company’s internal controls. The
 ual. Accordingly, the preparation offinancial statements and the related monitoring controls surrounding thisprocess have not been segregate
 curities contained embedded derivatives designed to protect rated security holders from extreme changes in short-term interest rates and/or
 ("Controls Evaluation") was done under the supervision and with the participation of management, including the Chief Executive Officer ("CE
 deficiency that constitutes a “material weakness” as defined by the Public Company Accounting Oversight Board’s Accounting Standard No.
  s that Ernst & Young considered to be material weaknesses in our internal controls, which constitute reportable conditions under standards
 nces. Specifically, the company did not maintain effective controls to review and monitor the accuracy of the components of the income tax p
 s of December 31, 2004.              The following is a description of the matters leading to the restatement. In connection with the preparation
m identified two control deficiencies regarding inventory valuation, one of which it considered to be a material weakness under the rules speci
 , material weaknesses in internal controls were noted relating to lack of documented second review and approval of certain recorded transac
 d were otherwise false and misleading, and that our public disclosures omitted to state that we lacked adequate internal controls such that w
  onnection with their audit of the Company's financial statements as of and for the year ended December 31, 2002, Grant Thornton LLP ("GT
 ort that are the subject of the restatement were the result of material weaknesses in the Company’s system of internal controls and operation
ng principles and practices during the Company's two most recent fiscal years ... and (2) Deloitte has identified a deficiency in the Company's
 stablished by the Public Company Accounting Oversight Board and the Registrant should institute additional related control procedures. The
wo reportable conditions in the internal controls of the USHP division that, when viewed collectively, constitute a material weakness in the Com
portable conditions under standards established by the American Institute of Certified Public Accountants. These matters related to internal c
   assumptions and check calculations on a timely basis relating to our asbestos liability and asset balances represented a "material weaknes
 nted disclosure procedural improvements, whichwill guarantee the effectiveness, accuracy, and timeliness of the Company'sfinancial reportin
                                                           •W
                                                            

hanges to our internal control over financial reporting: 
 e implemented more formal processes for the review of significant licensing contrac
wo conditions in the Company’s internal controls that were considered to be a material weakness in the Company’s internal controls: (1) the p
 as defined in AU 325, Communication of Internal ControlRelated Matters Noted in an Audit, of the AICPA Professional Standards) in theCom
  Chief Financial Officer and the Corporate Controller advised the Disclosure Committee, that during the course of the audit of the Company’s
 red to be “ material weaknesses” which were identified in our Disclosure Controls and our Internal Controls review for the year ended Decem
 he improper recording of workers’ compensation liabilities and operating leases in the periods affected by the restatements that they conside
 r 2003, 2002 and 2001: inadequate procedures for appropriately assessing and applying accounting principles to complex transactions; lack
 ur internal controls pursuant to standards established by the American Institute of Certified Public Accountants. Deficiencies identified by Pw
 our ability to forecast accurately total costs to complete fixed-price contracts, primarily first-of-a-kind projects, until we have performed all ma
 s revenue when deferred revenue recognition would have been more appropriate; Microtune failed to establish reserves when appropriate; M
n our computer software that is used to maintaincertain accounting records. Executive management and the Audit Committee wereinformed
  of revenue on the sale of lasers under the collectibility criterion of Staff Accounting Bulletin No. 104. While we believed that we had adequate
 ted our revenue by improperly recognizing revenue on certain customer contracts; (ii) we lacked adequate internal controls and were therefo
ment of obligations to certain customers. As a result of the review, we determined that a substantial portion of these obligations were related t
 dentified in the areas of deposits, loans, customer information files, automated clearing house and the general ledger. The purpose of thes
  results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The m
hat Grant Thornton considers to be significant deficiencies under the standards established by the American Institute of Certified Public Acco
 ny and certain of our current and former officers and directors. The complaints brought claims under the federal securities laws, specifically
 procedures of our wholly-owned subsidiary, Evans & Sutherland Computer Limited ("E&S Ltd.") As a result of our findings described above,
 ency identified related to the lack of adequate reconciliation of differences between the deferred tax amounts on the balance sheet and the u
 er revenue and sales related cost recognition ... Accordingly, management has concluded that this control deficiency constitutes a material w
 al weaknesses in the Company's internal control over financial reporting as of December 31, 2004. As a result, management has concluded
 weakness in our internal controls. Specifically, PricewaterhouseCoopers LLP identified a significant deficiency in the design and operation o
uate, lack of timely monitoring controls over systems output and accounting entries, such as reconciliations of account balances, analysis and
  our opinion, the financial statements present fairly, in all material respects, the financial position of Ness Energy International, Inc. at Decem
resulting in a requirement for increased accruals for third party services. In addition, certain intercompany accounts were not being reconcile
  was not prepared on a timely basis. In September 2003, management concluded that we were understaffed in our revenue accounting func
uate, lack of timely monitoring controls over systems output and accounting entries, such as reconciliations of account balances, analysis and
 e capture and proper recording of stock-based compensation which ultimately resulted in our restatement of our consolidated financial state
ote 1 to the financial statements, the Company has incurred substantial recurring losses from operations and at December 31, 2001 the Com
ad identified a material weakness related to our interim period reporting of deferred tax valuation allowances which ultimately resulted in our r
  constituted a material weakness in our internal control over financial reporting. Management and the Audit Committee are aware of condition
 er 2003 existed and was limited to the actions of a former employee at the Gaffney production facility. Management reported, and the Audit C
                                                                                                                                b
 s. At the conclusion of these processes in June 2004, the Company identified a charge of $2.6 million for assets that could not
e located or w
of sufficient oversight over the closing process of the company’s books and records. KPMG LLP noted incomplete or inadequate account ana
ards established by the American Institute ofCertified Public Accountants (AICPA). These conditions related to deficienciesassociated with th
ow estimates provided by these models support the Company's income recognition and impairment calculations. The models are complex an
nd that losses were probable in the collection of outstanding accounts and notes receivable but those losses had not been adequately quantif
nancial statements will not be prevented or detected. Management’s assessment identified the following material weaknesses in the Compan
  reporting which resulted in two restatements ofits financial statements. One of these deficiencies resulted in the amendment ofthe Company
 al weakness in the Company’s internal controls… Ernst & Young reported that during the first quarter of 2004, SOP 90-7 required an adjustm
holding company that held the Company's investment inEME. After an extensive review by management, it was determined that a portionof a

1, 2003 and 2002, KPMG identified deficiencies that existed in the design or operation of the Company's internal controls that it considered to
  Company's systems of internal controls that Hein considers to be reportable conditions under standards established by the American Institu
 erican Institute of Certified Public Accountants and advising us that, in their judgment, the reportable condition constitutes a material weakne
associated with certain of these operating leases based on the annual cash outflows required. Under Generally Accepted Accounting Princip
 rect applications of generally accepted accounting principles as a result of personnel in certain areas of the company who did not have a full
ny to correct the underlying books and records, including previously reported results for 2002 and 2001, and (2) there were an insufficient nu
mental Communication; Accounts Payable Cutoff; Journal Entry Preparation, Review and Approval; Period−end Accruals; Inventory at Outside
 uties within a certain subsidiary; information systems logical access; documentation for information technology policies, procedures and stan
 ystems relating to the Company's controls over (1) non-accounting documents to the extent this information is communicated to the Chief Fin
on expense since 1997 ... Accordingly, the Company has restated its previously reported depletion, depreciation and amortization expense in
 ntory costing and obsolescence analysis. The Companyhas implemented and is continuing to implement various initiatives intended tomate
 ults of operations and cash flows in accordance with generally accepted accounting principles in the United States, and prepare financial rep
esents a material weakness. The material weakness was caused by a reduction in force that was initiated in the second and fourth quarters o
control over financial reporting and certain reportable conditions-including the lack of organized documentation for capitalized software, forma
e of the Partnership to properly account for derivatives in accordance with SFAS No. 133 as a material weakness in the operation of its intern
g to: (1) lack of documentation supporting the date for booking direct placement revenue for financial reporting purposes and (2) documentat
 procedures. The Company's ChiefExecutive Officer and Chief Financial Officer are evaluating these deficienciesand expect to take necessa
 d a material weakness in our internal controls and procedures relating to separation of duties and establishment of standards for review of jo
 ces was not in accordance with GAAP. As a result of changing its historical lease accounting practices to conform to GAAP as set forth in the SEC Letter,
  for appropriately assessing andapplying accounting principles. D&T reported that it considered such matters tobe a material weakness, as d
 r end. The deficiencies noted were (a) the lack of technical competence of the accounting staff, (b) the lack of segregation of duties, (c) the
 uch term is defined in Item 304(a)(1)(v) of Regulation S-K), except that Ernst & Young provided OCA's Audit Committee with a letter discuss
etwork Technology Corporation did not maintain effective internal control over financial reporting as of January 31, 2005, because of the effects of inadequ
 pt for the following event: On April 21, 2004, PwC advised the Company that it had identified an internal control issue which PwC considered
  financial reporting. Until the company’s periodic reports are current, investors will not have current financial information. For this reason and
 gistrant that, in light of the facts and circumstances surrounding the expected restatement, there were material weaknesses in the Registran
 terial weaknesses within our systems of internal control. In a report dated November 22, 2002 to the Audit Committee of the Board of Direct
  our internal controls and procedures. Our auditors reported to us that the errors that resulted in the restatements, which generally related to
Our accounting system and chart of accounts structure are not sufficient to support the requirements of a public company because the accou
 ded that this circumstance constitutes a material weakness in our internal control over financial reporting as defined by the Public Company
  area, including our hiring of a Vice President of Finance and Chief Accounting Officer, who will monitor and evaluate internal compliance wit
al controls over financial reporting, we have concluded that the following internal control deficiencies constituted material weaknesses or sign
MG LLP considers to me [sic] a material weakness under standards established by the American Institute of Certified Public Accountants. Th
 ified three material weaknesses in our internal controls over financial reporting. The identified weaknesses were deficiencies in internal contr
  . The weakness arose as a result of a reconciliation process that failed to reconcile the accounts payable module of our Oracle information s
 onsidered to be reportable conditions under standards established by the American Institute of Certified Public Accountants. A number of fin
  constitute material weaknesses under standards established by the American Institute of Certified Public Accountants.
 esses in our internal controls, which constitute reportable conditions as that term is defined under standards established by the American Ins
ss of establishing the allowance for loan and lease losses and that the Company would likely not be able to fully remediate the weakness in in
 material weakness, under standards established by the American Institute of Certified Public Accountants. The reportable conditions and ma
 ss as defined under the standards of the Public Company Accounting Oversight Board (United States).In the fourth quarter of 2003, it was de
                                                                  a
 ccording to KPMG, numerous adjusting entries came about as
 result of its audit procedures at dELiA*s that indicated a lack of timely and a
nt on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations thereunder due to
our internal controls. Such conditions included: insufficient resources to perform an appropriate review and supervision of the preparation of
 ult of a lack of adequate staffing in the accounting department; Weakness in our financial reporting process as a result of our accounting sys
 tified by our independent auditors in connection with their audit of our financial statements for the fiscal year ended March 31, 2004. We belie
 were deemed material weaknesses in internal controls. The weaknesses were the failure to evaluate, interpret and apply new and existing a
omer software acceptance, processing and documenting change order requests and their effect on recognition of revenue. On June 7, 2004,
 capitalization of software development costs were inadequate... 
 • Financial Statement Close Process—The company concluded that controls over the f
  noted certain matters regarding software revenue recognition practices during the periods under review that it considered to be material wea
 m, which was reported in Item 8A of the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2003. These material weak
   management and employee bonuses. Specifically, the Company incorrectly accrued certain bonuses that were linked to continuing employm
 the Company's internal control performance, which have been separately reported to the audit committee, and year−end audit adjustments c
  cient detail, resulting in inaccurate adjustments. PwC also observed a lack of procedures to track inventory transactions related to cut-off iss
n company locations to circumvent federal and state laws relating tothe reporting of certain cash payments. The Company voluntarily reporte
 ficiencies that collectively constituted a “material weakness” … in our internal controls that existed during 2003 and prior periods. These inter
ent) in accordance with the Company's policies. The Company's operation in Uruguay printed and distributed its Montevideo telepho
  from the Legal Department and operating divisions to the Finance Department impairing the ability to properly evaluate the accounting treat
 eneral ledger accounts on a timely and regular basis and lack of management review of certain reconciliations.o Inconsistent application of a
he detection of side letters and the process of investigating customer assertions regarding terms not specified in the agreements.
 2 and 2003 and identified certain matters that they considered to be "material weaknesses" involving internal accounting controls and the op
he Company’s management identified certain deficiencies in the Company’s internal controls relating to the timely reconciliation of energy pu
                                                    p                                                                          q
  nciples or the application of existing accounting
rinciples to new transactions. Specifically, KPMG stated that during their
uarterly review for
 riate accounting staff and management information systems to support the Company's timely reconciliation and review of accounts and discl
uirements for product testing and the provision of testing data and information relating to requirements of certain customers … PwC indicated
  nd supervision over the corporate consolidation, review, and financial close function …; and limitations in our ability to perform adequate form
December 31, 2003, PwC identified instances of inadequate procedures for appropriately assessing and applying certain SEC disclosures an
                                                                                                                           p
 al controls. STATS’ audit committee has requested management to take all action necessary to address this concern
romptly and STATS’ m
 s 2003 audit relating to its oil and gas business, which was addressed prior to finalizing the year end audit and had no effect on any previous
                                                                                      T
 acterize three items as material weaknesses in the Company’s internal controls... 
he independent auditors initially were not able to test acc
 icate: (1) that Verdisys had materially overstated its net income and earnings per share; (2) that defendants prematurely recognized revenue
 table conditions” … including our revenue recognition practices for certain customer contracts and our accounting for domestic and internatio
  akness relates to the Company’s inability to determine the appropriate accounting for non-routine securities transactions on a timely basis.
re understated by $9.5 million, which resulted from an accounting error in fiscal 2001 when we incorrectly recorded a bank participation adva
and related costs, account reconciliation procedures, manual journal entry procedures and monitoring of compliance with procedures. Also in
 nd the Audit Committee of our Board of Directors that they had identified deficiencies in internal control.... The material weaknesses identifie
er 31, 2004, the Company did not maintain effective controls to ensure that the accruals for pensions and other post-employment benefits we
 cial statement disclosure, or auditing scope or procedure which, if not resolved to their satisfaction, would have caused them to make referen
  of our consolidated financial statements (previously distributed to holders of the Outstanding Notes) for certain prior periods. These weakne
  which Solo Cup Company processed consolidated entries, related principally to Solo Cup Company's reliance on manual processes for iden
entation supporting general ledger accounts did not always agree with the general ledger balances, causing numerous adjusting entries to th
                                                                                                                                       u
  Joint Venture which the auditors consider to be “significant deficiencies” that, in the aggregate, constitute “material weaknesses”
nder U.S.
 g from incorrectly reviewing distributor reports and from incorrectly applying revenue recognition policies in accordance with title transfer, risk
 in our internal controls relate to: weaknesses in our financial reporting processes as a result of a lack of adequate staffing in the accounting
  t the deadlines prescribed by the Securities and Exchange Commission. The Company's resources were insufficient to meet such deadlines
were not material to the consolidated financial statements, management has determined that this control deficiency constituted a material we
 ng internal control matters which were considered to be material weaknesses related to internal controls necessary for the Company to deve
e, without unreasonable effort and expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 by March 16
                                                                                                                                             

 be “reportable conditions”, as defined under standards established by the American Institute of Certified Public Accountants, or AICPA: Proce
rnal control, which the Company believes it has since remediated. In the course of its ongoing evaluation, the Company has also identified ce
dit committee immediately began an investigation, engaging independent legal counsel and independent forensic accountants. As a result of
at together constitute an overall material weakness in our internal control over our financial reporting process. As a result of this material wea
  Company's Audit Committee that certain identifieddeficiencies collectively constituted a material control weakness (as defined bystandards e
  Accounting Principles related to the accounting for leases (straight-line rent) and the depreciable lives of leasehold improvements
 cquired buildings, as a result of which we amortized such commissions over the 40−year term of the acquired building rather than the lease t
ess in internal control relating to financial reporting. Such weakness relates to the Company’s incorrect amortization of premiums paid, origin
ors, BDO Seidman, LLP ("BDO"), communicated to theCompany's Audit Committee that the following matter involving the Company'sinterna
 propriate application of accounting principles for revenue recognition and inadequate provisions for bad debts in Brazil during this period. Se
 rmed us and our Audit Committee of the Board of Directors that they had discovered two areas that constituted "material weaknesses" in ou
g to (i) the lack of documentation and information systems necessary to ensure compliance with sales contracts terms and to support the acc
 bledgers and the general ledger relating to 2002 had not been properly cleared. We identified these errors and promptly brought them to the
me taxes for the Company's investment in Equistar. The material weakness consisted of (i) inadequate review and verification by the Compan
 te certain first year, bonus and renewal commissions receivable and with respect to related documentation and review processes for signific
 s in internal control over the manner in which our predecessor accounted for and reported on the terms of transactions involving certain of ou
uld be corrected. The revisions increased fiscal 2003 net losses from the software division by $1.7 million and decreased fiscal 2002 net inco
 lthough KPMG does not perform an audit on a quarterly basis, based on reviews of prior quarters and results of audit procedures, KPMG ha
 sessment, our management identified the following material weakness: As of December 31, 2004, we did not maintain effective operation of internal contr
mmittee that it had identified a deficiency in internalcontrols, which was designated a "material weakness." The material weaknessindicated th
 trols over our ability to produce timely and accurate financial statements … The conditions resulting in the material weakness gave rise to a n
une 1, 2001, have been restated to decrease current income taxes payable at that date by $1.5 million, to $3.4 million. Retained earnings and
  anager of a division in our South Region had engaged in misconduct that
       violated our internal policies and resulted in an overstatement of ou
 of our internal controls, we believe we need to correct deficiencies in our internal controls and procedures for financial reporting. The deficien
he Audit Committee and management of certain significant internal control deficiencies that they considered to be, in the aggregate, a materia
development, and engineering services. During the audit process, the Company was able to use their accounting records to redistribute these
al weaknesses in internal control and operations: (i) the Company's failure to adequately staff its finance group to effectively control the incre
unts receivable balance at March 31, 2004 was overstated by $3.8 million. By
        June, we had substantially completed the roll−out of our new bi
  s intended to ensure the proper accounting and reporting for certain complex transactions and financial reporting matters were not designed
has restated its financial results for certain periods to reflect adjustments necessary to correct these accounting errors. The adjustments rela
  llectively constitute “ material weaknesses.” These internal control matters, any one or more of which may individually or together constitute
  st, failure to correct identified error of incorrect recording of costs on one long-term contract at one subsidiary and the recognition of revenue
 al controls necessary for the Company to develop reliable financial statements: 1) … the balance of the outstanding Insurance Premium Fina

s, including the associated deferred tax asset valuation allowances, were sufficient to result in the reporting of deferred tax assets, including t
 communicated to the Company material weaknesses relating to the Company's accounting for its vacation pay (which was not in conformity
nting and reporting for reinsurance contracts. / to include a portion of its revenue and net income in prior periods arising from profit commi
d financial reporting. The Board of Directors has recognized that as a result, there is no segregation of duties within the accounting function,
inancial reporting closing and review process; 2. inadequate documentation, untimely account reconciliations and account analysis of certain
 could significantly affect these controls subsequent to June 30, 2004, the date of their most recent evaluation of such controls, and that there
ws expressed by the Office of the Chief Accountant of the SEC in a February 7, 2005 letter to the American Institute of Certified Public Accountants. ...   T
eficiency was that the Company inadvertently did not monitor a New York Public Service Commission (NYPSC) order regarding the implemen
ders to be material weaknesses or reportable conditions…. The identified reportable conditions relate to adequacy of documentation retained
  defined by Regulation S-K Item 304 (a)(1)(v)), except thatin August 2004, PricewaterhouseCoopers LLP reported to and discussed withman
ight controls over non-routine transactions and the training of existing personnel, who took on additional responsibilities with respect to the u
 ing Standards No. 60….Some of these weaknesses related to the discovery that one of our employees had embezzled funds from us over a
prior periods should have been capitalized and depreciated and required correction. We also determined the cumulative impact of these corr
erest income because not all deferred fees were entered into the Company’s loan system. No procedure was in place to insure all relevant lo
 trict our ability to gather, analyze and report information relative to our financial statement assertions in a timely manner, including: Insufficien
 esign or operation of one or more of the specific internal control components does not reduce to a relatively low level the risk that errors or fr
 as communicated to the Audit Committee of our Board of Directors a substantial number of material weaknesses and other deficiencies rela
 ng $47.4 million … The Company has concluded that the following internally identified control deficiencies constituted "material weaknesses
the specific internal control components does not reduce to a relatively low level the risk that errors or fraud in amounts that would be materia
  ent corrected an error in the application of the individual static pool methodology utilized for determining the adequacy of our allowance for lo
  revenue recognition for the SSA Agreement transactions constitutes a material weakness ... Also, as a result of the material weakness, the
  of our internal controls that they consider to be a material weakness. … Ernst & Young's conclusion that we need to reassess our existing fin
ventory balances at one of the Company’s subsidiaries. The Company policy for those operations utilizing a standard cost system to value in
sonnel and management of Novogen who perform our accounting and financial reporting functions pursuant to the Services Agreement are n
 g” of our financial books and records and (ii) we lacked sufficient staff in our accounting and information technology departments. The report
  that it had identified a deficiency in internal controls, which was designated a "material weakness." The material weakness indicated that the
and foreign provision for income taxes, and the computation and classification of deferred income taxes. They also cited a reportable conditio
 riable interest entities, or “VIEs”, within the meaning of FIN 46R, which would require operations of the VIEs to be consolidated into the Company’s financi
uate tax account structure in our accounting records. These problems indicate a material weakness in our internal control over financial repor
a lack of capital and human resources, a lack of a systematic and formal system of checks and balances in our corporate governance, the de
 t various tax exposures were accrued for on a timely basis; (ii) the proper allocation of costs on a particular fixed price contract; (iii) the appro
 30, 2004 were ineffective due to the error, which constituted a “material weakness” under Public Company Accounting Oversight Board stan
on"), the Company's independent accountants, advised the Audit Committee and management of certain significant internal control defic
                                                                                                                            

 terial weaknesses (as defined under standards established by the American Institute of Certified Public Accountants): a lack of suitable docu
 luding engaging an outside internal control consultant to evaluate, analyze and document all of the Company’s internal controls over its finan
ed June 30, 2004, management became aware of a certain weakness in FFD's internal controls relating to … The timely complete reconciliat
on with their review of our financial results for the fiscal year ended June 30, 2004, MK had discovered a condition which they deemed to be
 to bank account reconciliations and accrued pension liabilities.
s had been identified in the Company’s internal controls. This subsidiary has since been liquidated.
tion of duties in the payroll process and in the monthly closing process; inadequate review and approval of management-level adjustments a
aterial weakness in our internal controls over financial reporting, included a weak control environment surrounding the booking of our natural
 d a material weakness in our internal controls.This weakness was attributable to a lack of appropriate accounting staff andmanagement
004. In light of the facts and circumstances relating to the restatement, the Company’s Chief Executive Officer and Chief Financial Officer con
                                                                                                              T
 f the Sarbanes-Oxley Act of 2002 and to remedy existing material weaknesses with its internal controls…
he Company is initially focused on
e Board of Directors several reportable conditions involving the Company's internal financial controls. The Company's auditors noted one rep
                     

e weaknesses…. Specifically, our financial statement close process and the transformation of our Russian statutory financial statements into
nting policies, processes and certain entries and treatments were incorrect and required correction, primarily in the areas of revenue recognit
  cannot assure you that we or our independent registered public accounting firm will not identify another material weakness in our internal co
nvestments in buildings that reside on land subject to ground leases over the remaining terms of the ground leases, not over 40 years as app
 rvision leading to the untimely identification and resolution of certain accounting matters; failure to perform timely reviews, substantiation and
 rtain material weaknesses in the Company's internal control over the financial reporting process pertaining to the timely evaluation and recor
 akness was that there was not proper review of the manual process of aggregating journal entries and adjusting the consolidated financial st
 s inventories. Due to the complexity of the transactions recorded within the computer system with regard to inventory purchasing and the hum
 , the Company’s independent auditors, BDO Seidman, LLP (“BDO”), communicated to the Company’s Audit Committee that the following ma
neral journal entries. Company management, under the direction of the Chief Executive Officer and Chief Financial Officer, and in collaboratio

 gh the date of their opinion. Grant Thornton LLP has advised us that the financial closing process, accounting for certain equity transactions
  Company's independent auditors, BDO Seidman, LLP ("BDO"), communicated to the Company's Audit Committee that the following matter
005, Ernst & Young LLP informed the Company of a material weakness due to the lack of accounting resources and inadequate review and s

 nd systems integration deficiencies, resulted in information gaps that inhibited effective internal controls over financial reporting. Recognizing
, in part, out of an internal investigation by the Audit Committee. As a result of the investigation, management and the Audit Committee determ
  ancial statements in May and October of 2004. These included the accounting for the Company's stock option plan, the accounting for the C
 ticularly in the area of incremental direct costs and fees and in the structure and design of related financial information systems. The Compa
n relating to its stock option plan. As a result, the Company performed a review of the method of stock option exercises by employees and di
y's control environment through June 30, 2004. Specifically, the Company's independent auditor communicated that its conclusion was based
year ended December 31, 2003, Grant Thornton LLP, the Company’s independent accountants, communicated to the Audit Committee and m
eCoopers LLP, noted certain matters involving the Company's internal controls, primarily in the Entertainment Group and Corporate Tax area
 ondensed financial statements for the sic months ended June 30, 2004, Marcum & Kliegman LLP identified two material weaknesses, as de
aterial weaknesses under standards established by the American Institute of Certified Public Accountants. Our auditors believed that the incr
deficiencies in our internal control that in the aggregate constitute material weaknesses under standards established by the by the Public Com
2004. On October 29, 2004, in a Form 8-K, we previously reported that the Company's independent accountants advised us that there were
 ur independent registered public accounting firm, informed our management and our Audit Committee of a material weakness in our interna
  the Company today, on October 18, 2004 BDO Seidman issued a letter asserting material weaknesses in Tripath's internal controls concern
m the acquisition policy which we are following in which private, unrelated companies are being combined. Three of these deficiencies were c
 cash flows, deferred revenue, short-term bankborrowings, related party convertible notes payable, and operating leases. Theadjustment to
cedures that are depended on the review of the Company's accounting by management, were inadequate to insure that certain indirect costs associated w
 h financial statements beginning with the first quarter of 2002. Due to the non-application of EITF 01-14 since 2002, the Company discovered certain error
as identified certain deficiencies in internal controls over financial reporting which the company is addressing with remediation actions. Speci
  under Section 162(m) for executive deferredcompensation distributions made during 2003, including, without limitation, insufficient supporti
nd discounts on certain bond investments. As a result, the Company’s Chief Executive Officer and Chief Financial Officer determined that a
olving internal controls that the Company’s auditors consider a material weakness. This material weakness principally focused on the Comp
sult of the misapplication of the accounting guidance EITF 96-19, “Debtor’s Accounting for a Modification or Exchange of Debt Instruments” a
 processes necessary for compliance. Certain deficiencies have been identified in connection with this program which have been or are in th
 eporting, we have identified internal control deficiencies that constitute material weaknesses or significant deficiencies. Specifically, manage
, there was a material weakness in the controls and procedures used to identify and determine the appropriate accounting for the matter tha
pany identified three material weaknesses in the Company’s internal control over financial reporting. Specifically, as of March 26, 2005, (i) th
 material weakness identified related to the accounting and financial reporting for the non−payment of interest on the convertible debt, causin
kness in the Company’s internal control over financial reporting…Such matters relate to the need to implement additional controls in our com
 ified certain matters involving the operation of our internal controls that they consider to be a material weakness. As a result of the logistical o
er financial reporting and its operation that they consider, in the aggregate, to be a material weakness. These matters relate to the financial s
 ed within the Form 10-Q. The failure of certain of our internal controls to identify these adjustments led management to conclude that “mater
  the company’s historical financial statements. For additional information, please refer to the company’s Current Report on Form 8-K filed wit
 dited interim financial statements for the quarter ended September 26, 2004 they identified a “ material weakness” in our internal controls ov
dures governing the acquisition, tracking, and disposition of its fixed assets. The Company is in the process of completing its remediation, wh
o prevent the occurrence of this error. The Company has received a letter from its independent registered public accountants indicating that
 nd our audit committee that we had incorrectly included certain foreign currency translation adjustments in our statement of operations for th
 controls over inventory, billing procedures, and recording of costs of revenues while performing a routine physical inventory observation at on
  e of our historical growth through acquisition and our decentralized organizational structure with over 50 reporting units and over 600 operati
certain of our procedures surrounding accounts payable and inventory cut-off and the accumulation and tracking of construction in progress.
uarter ended September 30, 2004, they have noted a material weakness in internal controls related to the financial reporting process with res
ered to be a material weakness. KPMG indicated, and the Company agreed that, the Company’s quarter-end reporting schedule is too comp
ed an unreconciled energy accounting issue that caused us to restate our second and third quarter reported results. Our external auditor iden
 , including the derivative hedging instrument and the assessment of the realizeability of deferred tax assets established through accumulated
 mpany recorded $0.8 million related to inventory shrinkage and $0.7 million of manufacturing variances for the three months and nine month
   our internal controls that they consider to be a material weakness….KPMG's conclusion was based on two adjustments that were made in t
  rations. These deficiencies were considered by them to be material weaknesses which, if not corrected, could result in a material misstatem
  Board’s Auditing Standard No.2. The Public Company Accounting Oversight Board has defined material weakness as “a significant deficien
n Mexico. Separately, on November 4, 2004, we were notified by our independent registered public accountants of errors related to our accou
ute material weaknesses under standards established by the Public Company Accounting Oversight Board. These matters relate to our proc
 rmalized accounting policies and procedures, including written procedures for the quarterly preparation of form 10Q in accordance with appli
 d analysis of the omission. As part of the preparation and testing of controls under Section 404 of the Sarbanes-Oxley Act of 2002, Vital Ima
oard of Directors reportable conditions involving the Company's internal financial controls. The material weakness noted by the auditors relat
s….In addition, BDO has advised the Company that it consider [sic] the matter, which is listed above, to be a “material weakness” that, by its
 t to trace subsidiary company balances and adjustments back to source data; 2. Recording various journal entries at the consolidation level b
  er the standards established by the American Institute of Certified Public Accountants) existed with respect to the Company's reporting of th
e Company determined that it would restate its financial statements for the years ended December 2002 and 2003, and the quarter ended Ap
gulation S-K Item 304(a)(1)(v)), except that in October 2003, Deloitte reported to and discussed with management and the Audit Committee m
he evaluation in the Company’s ability to produce accurate financial information on a timely basis. Namely, the Company’s finance function e
ediately reported by the Company’s financial staff to its senior management, its audit committee and its independent accountants, and the Co
U.S. federal income tax returns for the years 1987 through 1995, (b) prior and subsequent to entering into the settlement agreement with the
ocedures were not effective with respect to that matter to ensure that material information was recorded, processed, summarized and reporte
porting with the Securities and Exchange Commission.Our CEO and CFO are taking an active role in identifying the deficiencies and impleme
 rial weakness." The material weakness indicated that there is inadequate structure within our accounting department. We believe this resulte
 s, BDO Seidman, LLP (“BDO”), communicated to the Company’s Audit Committee that the following matters involving the Company’s interna
ch as cash and accounts payable, had not been performed in an accurate and timely manner during fiscal years 2003 and 2004. Manageme
 ng for income taxes. The material weakness was the result of (a) internal control deficiencies relating to the analysis and reconciliation of inc
 opers LLP (PwC), our independent registered public accounting firm, PwC informed members of our senior management and the Audit Com
eaknesses" in our internal controls as defined in standards established by the American Institute of Certified Public Accountants. The auditors
 airment charge related to the closure of its Middletown, Ohio coil coating facility required restatement of its annual financial statements for th
  tified certain significant deficiencies that constituted material weaknesses in our internal controls over our financial reporting, including mater
   chairman of our Audit Committee that itemsof information had come to its attention that caused MP to be unwilling to relyon our Chief Execu
and management that controls relating to the accumulation of financial information within spreadsheets were not sufficient, resulting in a mate
es in the documentation, design and effectiveness of internal controls over financial reporting that the Company is in the process of remediat
                          
                                                 
                                     

e a material weakness: 1. Inadequate monitoring of foreign subsidiaries 2. Failure to analyze financial results 3. Failure to timely address sign
                                          

ese material weaknesses comprised: 1. lack of sufficient knowledge and experience among our internal accounting personnel regarding the
ounting function. FormFactor believes that it has already taken substantial steps toward remediation of this material weakness and is taking a
 a material weakness in the Company's internal control over financial reporting. The material weakness consists of the Company's failure to r
 Steward ("BDO") identified deficiencies that existed in the design or operation of our internal controls over financial reporting that it considere
g and revenue cycle. In the thirdquarter of 2004, we implemented a Purchase Order Acceptance Process; however,this process failed to catc
elating to the Company's internal controls and procedures over its financial reporting for excise taxes during the periods under review that are
 ards (SFAS) No. 52, “Foreign Currency Translation,” and that our internal controls over financial reporting were not effective. We have dete
of September 24, 2004. Based on that evaluation, and in consideration of the matter described below, management, including the Chief Exec
of Cash Flows, and has taken steps to improve the control processes surrounding the preparation and review of the Consolidated Statement
 d untimely review of journal entries and account reconciliations; (ii) inadequate training, staffing and supervision related to intercompany acc
erves, including workers’ compensation, general liability and motor vehicle liability reserves. The material weakness was due to lack of prope
 and our independent auditors a material weakness in our internal controls that existed during 2004 and prior periods. The weakness related
  December 14, 2004, the Company has four employees. As a result of the decrease in workforce, the Company has limitations on its ability t
 s in internal control over financial reporting. 
• a weakness in the procedure for the receipt of complaints regarding accounting, internal acco
material weakness related to our controls around the data provided to our actuaries that was used in the actuarial valuation of our workers’ co
 multinational company to a stand alone entity, our outside auditors advised the audit committee of our board of directors and our manageme
 ny's independent auditors have advised the Company that they have identified a material weakness in the Company's internal control over fi
 nel resources and technical accounting expertise within the Company's accounting function…
ary 31, 2005, expresses our opinion that CKE Restaurants, Inc. did not maintain effective internal control over financial reporting as of January 31, 2005 be
Committee two matters involving internal controls which our independent registered public accounting firm considered to be material weakne
 the Company's internal controls.The deficiencies noted were lack of sufficient management oversight over and theproper segregation of duti
                                                          

unting and reporting functions, including the following: • insufficient personnel resources and technical accounting expertise within its accoun
                                                                                                              

   matters represent material weaknesses in the operation of our internal control over financial reporting: • The financial statement close proce
material weaknesses. The material weaknesses were related to the inadequacy of supporting documentation relating to the Company's accou
ntrols were not effective as of October 30, 2004 in providing reasonable assurance that Disclosures were (i) recorded, accumulated, process
ansactions in Latin America. As a result, the Company’s reported revenues were overstated by $0.2 million in the fourth quarter of 2003; $0.1
 ter to Camco's audit committee that it had identified significant deficiencies and material weaknesses regarding Camco's internal controls. T
  nancial reporting which could adversely affect the reliability of the Company’s financial reporting for future periods. As a result, the Company
mely management review, contributed to a material adjustment of the income tax accounts in the fourth quarter of the current fiscal year.
 nal control environment. The Rigas Management (i) did not promote an environment that emphasized the establishment and/or adherence to
  30, 2004, that should have resulted in a change in the timing of revenues recorded during the quarter totaling $755,260. The errors were unc
s, the registered independent public accounting firm had identified material weaknesses relating to the Company’s internal controls and proce
  the Audit Committee of our Board of Directors and our management that identifies certain items that it considers to be material weaknesses
o management that, in the aggregate, represent material weaknesses, including, inadequate staffing and supervision leading to the untimely
 rm, identified and reported to management and our audit committee on December 27, 2004 certain matters that it considered to be reportab
 knesses in such controls, OCA’s determination that Fannie Mae’s application of FAS 91 and FAS 133 did not comply in material respects wit
 titute a material weakness in our internal controls relating to financial reporting, with which the Audit Committee concurs. These conditions re
  en non-cash transactions approved by senior management and not communicated timely to the Company's accounting/finance department
 tercompany account balances between consolidated entities and accrued trade payable balances, (2) absence of documented support for, a
 June 30, 2002. -- no mention of this in any other filing through 12/7/2005
                                                                                                      •
  s a material weakness in our internal control over financial reporting as of September 30, 2004: 
inability to provide timely reconciliation and
  r the year ended December 31, 2003, Ernst & Young LLP, our independent registered public accounting firm, reported to our board of direct
 ing October 2, 2004. At the same time, we also identified opportunities to correct these weaknesses and/or deficiencies, all of which have be
 is Form 10-Q, management identified certain deficiencies in the Predecessor's internal controls over financial reporting which include (i) the
   error resulted in an understatement of tax expense, and corresponding overstatement of net income, of $7.4 million for the nine months end
er have concluded that, as of the period covered by this Report, our disclosure controls and procedures…were ineffective with respect to fisc
material weakness resulted in the misapplication of generally accepted accounting principles related to accounting for compensation expe
d December 31, 2002, as a result of an error discovered in the legacy accounting processes of Stonepath Logistics International Services, In
 ment that KPMG had identified deficiencies in the Company’s analysis, evaluation and review process for financial reporting. KPMG has info
selection, application and monitoring of its accounting policies related to leasing transactions. Specifically, the Company’s controls over its se
ontrols which our independent registered public accounting firm considered to be a material weakness in our financial reporting process… Th
 audit process were the result of material weaknesses in our internal control over the financial close process. The material weaknesses cons
  hat a "material weakness" … existed in the Company's internal controls over financial reporting as they relate to the recording of certain inte
 accounting firm, KPMG LLP, reported to the Company’s Audit Committee of the Board of Directors the identification of a “material weakness
  l over financial reporting that did not allow usto prevent or detect earlier such fraudulent activities. Specifically, GrantThornton found that
                                                                                                                     •
disclosure controls and procedures, among others, existed during the year ended or as of December 31, 2003:
The “tone from the top” estab
  ave an accounting staff sufficient to enable us to comply with acceptable internal controls under Section 404 of Sarbanes-Oxley of 2002. At D
d personnel related to its interim and annual financial reporting processes. Specifically, the Company’s policies and procedures related to its f
 es in internal control and operations: The Company did not have adequate staffing in its finance group with the appropriate level of experienc
 l officer); the small size of our accounting staff results in inadequate segregation of duties; the limited number of our financial and accounting
Company Accounting Oversight Board's Auditing Standard No. 2. Consequently, management will be unable to conclude that the company's
ered to be material weaknesses. As communicated to the audit committee by the Company's independent auditors, these internal controls re
                                  A
n of its income tax provision…
 benefit was recorded to equity for a stock option deduction that was not deemed to be realizable. Mentor Gra
m periods for fiscal years 2004 and 2003 to, among other things, reflect a higher non-cash stock compensation charge in the third quarter of
                                                                  U
ontrols and procedures in fiscal year 2003 and prior years…
pon completion of the internal review, the Audit Committee determined that the
  nes-Oxley Act of 2002, the Company has identified a number of deficiencies in its internal control over financial reporting, and a number of t
ustments included corrections to our accrued liabilities, interestexpense and compensation costs.We believe that these adjustments constitu
ent period through January 25, 2005, except that KPMG LLP informed the Company that it believes that the lack of an audit committee of the
  r insurance expenses and the income tax benefit in the quarter and six months ended June 30, 2004…Our principal executive officers and p
anuary 2005, the Company’s auditors, Ernst & Young LLP, reported to TM Group Holdings PLC’s audit committee and management that Erns
   the Company needs to enhance its written accounting policies and procedures related to software revenue recognition; 

• the Company n
Company’s internal control over financial reporting related to its controls over the determination and estimation of the change in fair value of the Company
ause of the material weakness described above, our management believes that, as of December 31, 2004, we did not maintain effective inte
e and European operating units ... As a result of these material weaknesses, management will conclude in the company’s Form 10-K that inte
  a lack of segregation of duties in the Company’s accounting department. Although the small size of the Company’s accounting department l
 weaknesses in our internal control over financial reporting. ... We have restated our financial statements to correct errors as announced in F
  nal controls over financial reporting. The Company’s independent auditors, Ernst & Young LLP, are expected to issue an adverse opinion wi
 , there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K, except that, on January 7, 2005, McGlad
 ancial accounting and reporting personnel possessing competencies commensurate with the Company’s financial reporting requirements. T
 ts. In connection with that restatement, E&Y advised the Company of a material weakness as a result of the Company not having the technic
 icies reflecting management’s attitudes towards financial reporting and the financial reporting function, the lack of a permanent Chief Financ
 any does not have the internal controls related to the bail bond reinsurance program necessary for the Company to develop reliable financial
er financial reporting relating to the selection and application of GAAP for our model home lease program...
 ve controls over the application of the Company’s revenue recognition policy for recording revenue under long term license development contracts using t
  of payroll and certain other real estate costs and expenses at the end of each reporting period. During management’s review of our account
 s Annual Report on Form 10-K for the year ended December 31, 2004. The material weakness relates to inadequate documentation suppor
 ith the Audit Committee of the Board of Directors (the “Audit Committee”), concluded that it was necessary to correct our application of Finan
over the financial reporting process due to an insufficient complement of personnel with a level of accounting knowledge, experience and trai
 ting to reporting financial information. In connection with their audit, our auditors cited certain errors which required additional adjusting journ
 al weakness, as defined by the Public Company Accounting Oversight Board’s Auditing Standard No. 2. ... The material weakness identified
ded internally by certain company associates dealing with vendors, due in certain instances to inappropriate actions of certain former officers
and our internal control over financial reporting (“Internal Control”) as defined in Exchange Act Rule 13a 15(f) because certain errors were ma
a, Mexico subsidiary. The Company restated its Form 10-K as of March 31, 2004 and its first quarter Form 10-Q as of June 30, 2004 as a res
Company’s Audit Committee that it had identified a material weakness in the Company’s accounting function that needed to be re-evaluated and strengthe
 n accounting and an associated lack of timely resolution of outstanding reconciling items in certain collection accounts; and (2) the l
uing operations and discontinued operations in thefirst three fiscal quarters of 2004, and (ii) it had incorrectly calculated itsstraight-line rent ex
  n method for most of the Company’s K-12 school contracts. As a result, the Company is restating its historical financial statements for the pe
  . This resulted in a decentralized organizational structure, particularly with respect to financial systems, financial policies and procedures, an
ent to the Company’s reported financial statements relating to an acquisition matter were indicative of a material weakness in controls over c
   As a result of that investigation, we identified a material weakness in our internal control over financial reporting with respect to our Japanes
 internal control weaknesses observed were (1) weak oversight in the overall control environment; (2) an organizational structure that compro
ain material expense accruals to the general ledger. Furthermore, we failed to maintain effective controls over the completeness of accounts
state income tax benefit for deferred taxes recorded in connection with the one-time tax benefit recognized in the fourth quarter and the class
 tute “material weaknesses” as defined by the Public Company Accounting Oversight Board’s Auditing Standard No. 2. The fact that we will re
not correctly recorded inventory in transit from our European vendors, when the terms were FOB shipping point. As a consequence, we resta
  dequate and, accordingly, the Form 10-Q's for thequarters ended March 31, 2004 and June 30, 2004 would need to be restated. As aresult
 ould be made of the Company's financialstatements for the year ended December 31, 2003 and the quarters ended March 31,June 30 and S
  cial reporting as defined by the Public Company Accounting Oversight Board. This material weakness in internal control over financial report
005, the Company’s external auditors informed the board of a “reportable condition” that constituted a “ material weakness” in our internal co
 port certain transactions on Forms 3, 4, or 5, and the failure to properly itemize equity transactions in the statement of stockholders’ equity.
                                                                                                                                        •
egate, may constitute a material weakness in the Company’s internal control over financial reporting as of December 31, 2004. 
Inadequate
 ne transactions in remediation of the material weakness in internal controls over financial reporting as of December 25, 2004, determined that certain leas
   over financial reporting as of December 31, 2004 constitutes a "material weakness" within the meaning of the Public Company Accounting O
d Grant Thornton has advised us and our audit committee today that it will also be unable to express an opinion as to management's assessm
 for the year ended December 31, 2003 and the first three quarters of 2004 to correct errors in accounting for inventory at our United Kingdom
g these issues and implementingprocedures to eliminate these weaknesses, including the hiring of a bilingualcontroller. (See Item 4. (b) below
d disclosures in the financial statements. The Company has also concluded it does not have sufficient qualified actuarial resources to assure
 t thereof, reevaluated its disclosure controls and procedures over the accounting treatment for certain stock options granted under the Comp
 rom significant deficiencies in the structure andoperation of DuraVest's internal accounting system and the controls over thissystem. These w
rs, identified the existence of one material weakness in the Company's internal control over financial reporting. The material weakness relate
arding the preparation and review of the Company's tax             provision, specifically related to deferred taxes, were determined        to be
hing and maintaining effective hedges under the shortcut method of accounting under SFAS 133. The identified control weaknesses are: 
•          

  e not independently reviewed in sufficient detail by an employee with adequate technical accounting training and experience to verify that rev
 es governing its senior notes and certain defects that occurred as a result ... DIMON concluded that the failure to properly monitor the restric
gated, these significant deficiencies will constitute a “material weakness” as defined by the Public Company Accounting Oversight Board’s Au
 iencies that will constitute material weaknesses in internalcontrols, both at a single division. The first is a material weakness in the physical in
 ncial statement close process, including insufficient timely review of the application of its accounting policies, documentation, as well as disc
  to report a material weakness in internal control over financial reporting as of December 31, 2004, when it completes the assessment requir
nt resources and therefore:          a. is heavily dependent on external legal counsel and an accounting consultant for financial accounting a
 These deficiencies were (1) insufficient personnel resources and technical accounting expertise within the accounting function to effect a timely financial c
g Officer and the resignation of our Chief Financial Officer on January 7, 2005. The departure of these key individuals who were integral to ou
ness the Company's insufficient controls over the selection and monitoring of appropriate assumptions and factors affecting lease accounting
 ficiencies were identified in the revenue recognition area that were evaluated in connection with the determination of this material weakness
al reporting. Although we are not an “accelerated filer” within the meaning of the rules implementing Section 404 of the Sarbanes-Oxley Act o
reconciliations of the differences between the tax basis and book basis of each component of the Company's balance sheet with the deferred
cifically, the Company’s system of internal control failed to prevent and detect errors in certain income tax calculations, and therefore the Com
 e Office of the Chief Accountant of the SEC on February 7, 2005 regarding certain operating lease accounting issues and their application un
  were identified in the areas of general ledger, deposits, loans, customer information files, and the Bank's Automated Clearing House. The p
 finance department staffing levels, the Company has determined that, even if the identified deficiencies do not result in material adjustments
nt concluded that a material weakness existed in the internal control over financial reporting relating to its lease accounting practices and disclosed this to
 on for certain travel vaccine sales described above, one related to booking of entries to tax accounts, including computational errors, and on
 . As a result of these errors, the Company concluded that a deficiency in internal controls related to income taxes existed at December 31, 2
 rves for sales returns in the U.S. As a result of this deficiency, an error in accounting for the reserve for sales returns in the U.S. as of December 31, 2004
 has evaluated the impact of the aforementioned restatement on the Company's assessment of its system of internal control over financial re
 tently followed the residual method of accounting for software contracts in accordance with Statement of Position 97-2, Software Revenue R
  purchase price allocation which required a restatement to our financial statements to (a) correct for an error made in the valuation used to al
  t a deficiency existed with respect to our internal control over financial reporting. We determined that this deficiency constituted a material w
n subsidiaries and related valuation allowances and tax reserves for the years 2002 through 2004 ... As a result of this deferred tax and othe
                                      •
arily relate to controls surrounding
review and approval of funeral and cemetery contracts, including manual contracts and the accuracy of in
 ion of revenue and a valuation allowance relating to deferred tax assets. The Public Company Accounting Oversight Board Standards requir
 ve relied on a cycle counting procedureto substantiate inventory quantities in lieu of taking physical inventories.During our evaluation of inter
  nal control over financial reporting regarding the selection, monitoring, and review of assumptions and factors affecting lease accounting and
 tatement of interest accrued on our $10.2 billion portfolio of mortgage loans, with a corresponding overstatement of interest income ... As is
gation of duties in financial statement preparation 
• Lack of adequate internal controls and testing in the area of information technology
  pport its assertion that declines in market value of floating rate perpetual preferred equity securities were temporary and should be accounte
ortized in accordance with SFAS No. 142 Goodwill and Other Intangible Assets. As a result, Nabi Biopharmaceuticals restated its financial st
  the company’s historical financial statements. For additional information, please refer to the company’s Current Report on Form 8-K filed wit
  nsolidated financial statements and was not detected prior to our third quarter earnings press release. The error was detected and corrected
 trols established over our financial reporting process. In December 2004 our Chief Financial Officer announced his resignation to pursue ano
entified relates to limitations in the capacity of the Company's accounting and tax resources to identify and react in a timely manner to new ac
dingly, management will report a material weakness in internal control over financial reporting as of December 31, 2004 with respect to contr
 ial statements for prior periods required restatement to reflect the fair value of fuel hedging contracts in the balance sheets and statements o
 ulted in material misstatements that caused us to restate our consolidated financial statements included on our Quarterly Report on Form 10
 vely. In consequence, the following two errors were discovered by our independent registered public accounting firm in connection with their

 re revenue recognition ... Management has determined that a lack of sufficient, specialized, technical accounting personnel to determine the
or services to the Company. ...       During the course of management's assessment of the effectiveness of the Company's internal control over financial rep
 accepted accounting principles (GAAP) as they pertain to the timing of recognition of interim rental income and, accordingly, has restated its previously issued financial state
 internal control over financial reporting: 
• As of December 31, 2004, we lacked the necessary depth of personnel with sufficient technical a
nagement's review of the Company's accounting for income taxes and related disclosures ... As a result of the aforementioned material weak
 e significant deficiencies, both of whichconstitute material weaknesses. These internal control deficiencies relate to: o A material weakne
ols over procedures for comparing cash collections to gross charges. These procedures are used to estimate contractual adjustments and th
 che LLP did not agree with management’s documentation supporting the accounting for these two matters, because they believed the docum
ons. The repair parts units failed to consistently include financial personnel with adequate expertise in revenue recognition in the analysis of t
  in communication of financially significant information between certain parts of our organization and the finance department, our disclosure
eakness the Company’s insufficient controls over the selection and monitoring of appropriate assumptions and factors affecting lease accoun
 ertain accounting processes not being performed on a timely basis. These issues, when combined with an inadequate level of finance staffi
 ax account balance sheet review process and will engage a third party consultant to assist our personnel in conducting a comprehensive an
  expertise and analysis in the application of generally accepted accounting principles to significant non-routine transactions. 

essing functions and automated controls. 2) At December 31, 2004, a material weakness existed with respect to the preparation of certain
 counting Oversight Board's Auditing Standard No. 2, that existed as of 31 December 2004. The deficiency in question was that the Compan
ment and accounting duties at the Florida Canyon location. 

• Absence of appropriate review of non-routine or complex accounting matters,
 ing to accounting for income taxes under U.S. GAAP, specifically Statement of Financial Accounting Standards No. 109, Accounting for Inco
 chase accounting adjustments, and 2) the lack of sufficient reconciliation and review controls over the determination of legal entity profitability, income tax
e a negative impact on its previously reported financial results for the year 2004. Moreover, the Company also has received a revised, higher
Ernst & Young LLP, our independent auditors, the accounting treatment related to the recognition of tuition revenue with respect to our Culina
  
 In the 3rd quarter of 2004 the Company replaced its historical procedures of inventory verification with improved procedures for physical
 ontrol deficiencies that constitute "material weaknesses," as defined by the Public Company Accounting Oversight Board's Auditing Standard
 accounting did not operate effectively. Specifically, management of the Company did not complete a comprehensive and timely review of the income tax a
 levels of appropriately qualified personnel in our financial reporting processes ... As a result of these internal control deficiencies, we initially
  ions had not commenced. Although our prior accounting method was common industry practice, it was determined not to be in accordance w
a material weakness. The ineffective controlsinclude (i) inadequate reviews to ensure accuracy and completeness of recordedamounts, (ii) in
 r insufficient controls related to the Company’s accounting for certain stock purchase rights granted under the Company’s employee stock p
 any’s income tax provision calculation. These errors resulted from a deficiency in the operation of controls requiring the reconciliation of the c
 r financial reporting existed with respect to the design of the Company’s controls over the elimination of intercompany balances and transact
nder standards established by the American Institute of Certified Public Accountants, or AICPA) in Scala’s internal controls, financial reporting
 testing of the control structure over financial reporting at First Citizens Banc Corp. With the merger that was completed in October 2004, the
 eements, are analyzed, recorded, and monitored inthe context of authoritative accounting guidance such that these transactionsare recogniz
on of duties with respect to both its manual and computer based business processes and sufficiency of personnel with appropriate qualificatio
mptions used in its estimate of the cost of claims related to its workers’ compensation program ... Because of the material weakness describ
 Management's Report on Internal Control over Financial Reporting, it is our view that the internal controls we had in place with respect to the
   the completeness, valuation and allocation of income taxes. This material weakness related to our review of the tax provision prepared by a
classification of the Company’s short-term investments, resulting in the Company reclassifying approximately $34 million of cash and cash eq
 ng material weaknesses ... The Company lacks the necessary depth of personnel with sufficient technical accounting expertise. ... The Com
 lose process, related to the preparation and review of the annual consolidated financial statements and accompanying footnote disclosures in accordance
nel             beginning in June 2004 through layoffs and resignations. Well                   before September 30, 2004, substantially all acc
ng principles ... Specifically, Lexar did not maintain effective internal control over revenue recognition with respect to certain retail customers
The first correction related to the fact that at the time of the acquisition, sufficient deferred tax assets were available to offset the $196.5 millio
d material weakness in internal controls due to staffing in 10-K ...
or both our interim financial statements for the quarter ended September 30, 2004 or our financial statements for the year ended December 3
 . At the conclusion of this long and exhaustive process, National Penn determined that we had a “material weakness” in our internal controls.       G. When m
 material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis by management or
 control over financial reporting as of that date, related to controls over the review of signed contracts prior to revenue recognition. Prior to y
  which has the responsibility for preparing our financial statements, were not properly segregated. In the fourth quarter of 2004, we determin
 ed with the accounting for revenue and the reserve for estimated refunds, and for income taxes, as described below.         The first material weakness relate
 f customer order documentswith shipping and invoice documents prior to recording revenue, nor wereappropriate information technology ac
 oan losses for impaired loans is based on classifications of loans into various categories and loss percentages that are commonly used f
onal charge. Two sales with such terms were initially recorded as revenue at year end following our internal revenue recognition analyses. Aft
  the incorrect lease accounting and leasehold depreciation practices represented a material weakness. As a result of this material weakness
s internal control over financial reporting as of December 31, 2004. Management has also identified certain “significant deficiencies” in the Co
 result of this material weakness, stock option modifications for two employee terminations were not accounted for in accordance with genera
 he deferred tax liabilities. As a result, an error was discovered that affected the second quarter 2004 provision for income taxes. 

 sure controls and procedures which were identified as not effective as of December 31, 2004 because of the material weakness discussed below, have no
ent identified the following material weakness in the company’s internal control over financial reporting. The Company’s registered public acc
of our internal control.
akness regarding a lack of sufficient controls over the selection and monitoring of accounting policies for construction allowances received from landlords.
o the failure to have certain billing entries reviewed by a second party for accuracy after they are input into Central's billing system and the ab
n the restatement of the Company’s consolidated financial statements for 2002 and 2003. Additionally, this control deficiency could result in a
hat certain material weaknesses, in addition to the matters leading to the restatement described above, existed at December 31, 2004, but its
or certain telephone system sales that occurred primarily in the years 1999, 2000 and 2001 and resulted in the overstatement of revenue and
 ts of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities".
s to employee benefit plans in excess of required amounts, it might restate its Consolidated Statements of Cash Flows for the fiscal years en
slations. ... Because of the material weaknesses described above, management concluded that, as of January 1, 2005, the Company's intern
 nstitutes a “material weakness,” as defined by the Public Company Accounting Oversight Board. The deficiency consists of inadequate level
 ing rules to certain wholesale natural gas contracts entered into by the wholesale marketing portion of NU Enterprises’ merchant energy seg
  luded that a material weakness existed in the Company’s internal control over financial reporting (as defined under standards established by
with its Audit Committee on March 29, 2005 and they have concluded that the Company did not maintain effective controls over the period-end closing proc
 compliance with these rules. Seacoast’s failure to comply with these internal control rules may materially adversely affect its reputation, abil
 e the Company had a shortage of qualified financial reporting personnel with sufficient depth, skills and experience to apply generally accep
 systems and processes within the Company, (ii) the Company’s information system limitations and the inherent subjectivity in estimating its
004. As previously mentioned in a press release dated March 17, 2005, the Company expects to identify significant deficiencies and now believes there ar
 he preparation of our tax accrual. In order tocorrect this deficiency, in November 2004, we engaged an outside consultant toprepare and revi
 nformation required to be disclosed by the Company in the reports that it files or submits under the Exchange Act / As more fully described
 ded that it must correct its previously issued financial statements to properly account for landlord allowances and the commencement of leas
material weakness existed in the Company's internal control over financial reporting as of the date of this report and, to this extent, its interna
 EnterMed transaction of December 31, 2002. Based on this review the Company determined that the warrants, which had previously been c
 minantly affecting the Company’s investments in its international businesses. These errors, the net effect of which was immaterial (less than
 ition, the Company reported on Form 8-K that such financial statements filed in its Annual Report on Form 10-K for the year ended July 31, 2
otes to the Company’s consolidated financial statements included in this Report. As explained in Note 1A, the Restatement has been necess
 viding the calculation of the executive retirement liability to the Company, and the Company’s review control failed to identify errors in calcula
gnition and the financial statement close process as defined in Section 404 of Sarbanes-Oxley that are not expected to be fully rectified by Ma
  financial reporting related to classification of items in its Consolidated Statements of Cash Flows ... The restatement resulted from a materia
ng customer arrangements that could bear on the appropriate timing of revenue recognition, and that this control deficiency constitutes a material weaknes
connection with its preparation of the QuarterlyReport on Form 10-QSB for the quarter ended June 30, 2004, that was required tobe filed by t
gistered public accounting firm, Ernst & Young LLP, E&Y informed members of our senior management and our Audit Committee of our Boa
 akness in its internal control over financial reporting (as defined in Public Company Accounting Oversight Board, Auditing Standard No. 2, a
x accounting principles, primarily in the area of non-routine business transactions, and resulted from the fact that the Company needed additi
Results of Operations and Note 2 to our financial statements, we have determined that certain internal control deficiencies existed at our Chin
 ised management and the Audit Committee of our Board of Directors that they had identified certain deficiencies in internal control over finan
nal controls with respect to accounting for income taxes. The company is taking steps to ensure that the material weakness is remedied, incl
ated to the recoverability of long-lived assets related to our NMCI contract. During the third quarter of 2004, we recorded a non-cash impairm
 , 2004, the Company recorded an impairment loss on marketable securities. The Company’s system of internal controls did not identify this a
                                                                                                                                           A
ome tax assets and liabilities and the related income tax provision, and (ii) the accounting for inventory reserves and cost of revenues. 
ccou
accounting policies, procedures, and expertise related in part to new accounting staff learning curve and workload constraints, and 2) interna
  ally accepted accounting standards ... During the course of our testing we identified the need to increase the number of accounting staff with
 fer approvals.     Based on the evaluation, management concluded that the Company's internalcontrol over financial reporting was not ef
        not maintain effective controls over the determination of income taxes       payable, deferred income tax assets and liabilities, and the
 esented a material weakness in internal control over the financial statement close process. The control deficiencies generally related to (i) se
  31, 2006. However, we note that we recently restated our financial results for the fiscal year ended December 31, 2003, for the last two qua
n effective controls over its presentation of income taxes under FAS 109 and that this control deficiency constitutes a material weakness in th
pany’s previously established policies and procedures for lease accounting were not in accordance with generally accounting principles in the
 lted in the incorrect lease accounting represented a material weakness. As a result of this material weakness as of December 26, 2004 in th
 fecting goodwill and the goodwill impairment charge; specifically, controls over the processes followed in calculating the fair market value of certain assets
  of duties. During the course of their audit of our consolidated financial statements for Fiscal 2004, our independent registered public accoun
 ent liability, rent expense and depreciation expense, which resulted in restatements of the Company’s 2003 and 2002 annual consolidated fin
 tation of U.S. generally accepted accounting practices.
 our Audit Committee of possible revenue recognition problems for the quarter ended June 30, 2004 arising out of two contracts involving the sale of our en
 yon Ranch Resort Properties, certain ineffective controls at December 31,2004 constitute a material weakness. The ineffective controls inclu
depreciation accounting practices as of December 31, 2004, resulting in an error in the Company’s application of U.S. generally accepted acc
, solely has the responsibility for receiptsand disbursements. The Company employs a financial consultant to work closelywith the Company'
  timely reconcile account balances including the preparation of a tax balance sheet, incorrect accounting for tax accounts related to the c
  ssociated with the Company's accounting forincome taxes. These deficiencies include a failure to timely reconcile accountbalances includ
rs that they deemed to be "material weaknesses" in our internal controls as defined in standards established by the American Institute of Cer
e Company’s third-party distribution/logistics service provider and the Company’s lack of adequate or comprehensive compensating internal c
 ion of duties between our accounts receivable and order entry staff and possession by those persons of broad access to our revenue and ac
in March 2005 of its historical lease accounting methods to determine whether these methods were in accordance with the views expressed
 sulting in an accumulation of accounting errors that were not being corrected in the appropriate period. The primary financial statement acco
report prior to April 30, 2005. In connection with this evaluation and with the audit of its financial statements, the Company identified a numbe
 ome tax accounting. Specifically, we lacked effective controls related to timely and detailed reconciliation of the components of our foreign su
rial weakness. As of December 31, 2004, the Company did not maintain effective controls over underwriting and claims processes performe
 oring of our accounting practices for depreciation and amortization expense and straight-line rent expense relating to certain of our tower ass
   to the Company’s income tax provision and deferred income tax asset for the year ended December 31, 2004. The calculation of the Comp

 fficient skills and experience to properly prepare account reconciliations and the lack of adequate processes, procedures, controls, reviews a
nancial statements will not be prevented or detected. The following material weaknesses have been identified and included in management’s
estate was made following a review of its accounting policies that was prompted by views expressed on February 7, 2005 by the staff of th
 shed by the standards of the PCAOB:1) We have inadequate segregation of duties in our financial reporting process and in our information
 t of goods sold. Specifically, the Company did not have effective supervisory and review controls over the valuation of certain inventory and
 stituted a material weakness due to the amounts involved. The procedures that E&Y found deficient related to FAS No. 109, “Accounting for
 ancies in two financial management positions at November 30, 2004. The Company filled these positions during the second quarter. In addi
cquisitions completed in 2001, 2002 and 2003. As neither we nor our independent registered public accountants have completed the assessm
material weaknesses in Item 9A its Annual Report on Form 10-K as follows: 1. As of December 31, 2004, the Company did not maintain effe
 ny Accounting Oversight Board. A material weakness is a control deficiency, or a combination of control deficiencies that results in a more than remote like
 not adequate. Specifically, as of December 31, 2004, and due to the aforementioned deficiencies in the Company’s policies and procedure
ed for 2002 through 2004. Further, it resulted in the restatement of the company’s consolidated financial statements for 2002 and 2003 and o
e Company’s enterprise resource planning (ERP) system, as certain employees have ERP system access to record transactions outside of th
 ation expense under SFAS 123, as amended by SFAS 148, and believes that this control deficiency constituted a material weakness as of December 31,
  with that restatement, our management identified a material weakness in its internal control over financial reporting. Allied did not maintain a
 duties related to the Company’s Information Technology Infrastructure. The Company’s Director of Information Technology serves as the Com
 sing process and related processesbecause the size of our accounting and finance department and the volume of workrelated to our recent
 ualify for this incentive, the customer must join the AudibleListener program and agree to remain a member for 12 months. As of December 3
 nvolving financial recording and other financial responsibilities. At the current time all system administration functions are preformed by cont
 djustment relating to the accounting in 2003 for a sale and leaseback of our corporate headquarters facility located in Greensboro, North Ca
  Mann Frankfort Stein and Lipp, CPAs, LLP, identified certain instances of internal control deficiencies relating to our Venezuelan subsidiary
 y relating to accounting oversight, including a shortage of a qualified, experienced accounting staff. In addition, our independent auditors indi
ent No. 106, "Accounting for Post-Retirement BenefitsOther than Pensions" to a post-retirement benefit plan (the "Plan"). Theaccompanying
 , Virchow Krause also communicated to our Audit Committee reportable conditions related to (A) the lack of a formal journal entry approval p
ere classified as a component of sales and           marketing expenses rather than as a component of cost of sales, due             primarily to t
he course of the audit of our financial statements as of and for the nine months ended December 31, 2004. The first material weakness relat
 uation of whether a license fee is fixed and determinable and collectible as required under SOP 97-2 in the context of where a customer is a
es, a material weakness in the Company’s design and operation of its internal controls regarding the application of generally accepted accou
vise its management oversight and review protocols to address changes in the qualifications of personnel performing financial reporting func
ation of accounting principles generally accepted in theUnited States of America (GAAP) commensurate with the Company's financialreportin
esources to analyze and apply generally accepted accounting principles to significant non-routine transactions. At December 31, 2004, we la
 expense items.
d effective reviews.
he Company’s review of the reversal of valuation allowances with respect to its deferred tax assets was inadequate. This material weakness
on of new accounting pronouncements. Prior to the issuance of the Company’s June 30, 2004 interim financial statements, a material error was identified
                                            1
L                                                                               

                                                                                                                              T
account reconciliations as described below. 
.
ack of effective controls over the determination of income tax account balances
he Compan
s and procedures did not provide for sufficient oversight and review of revenue recognition for multiple deliverables under contracts involving delayed delive
  Properties restated previously issuedfinancial statements to correct for errors related to the impropercapitalization of certain costs associate
 g principles is properly maintained for the term of the respective derivative financial instrument and that such documentation provides reason
ols over the accounting for and the review and approval of certain financial statement accounts requiring a high degree of judgment and estim
 had recently announced their intention to modify their lease accounting in light of a statement issued by the staff of the Office of the Chief Ac
  non-routine transactions. This is a material weakness that caused the restatement of previously issued financial statements. It is considered
Ticketing Division that        result in such system being inadequate to allow for timely         processing of ticket and gift certificate sales. In
            •
31, 2004: 
The Company did not maintain policies and procedures sufficient to ensure that reconciliations of the differences between the tax
 ractors during the fourth quarter of 2004. The calculation was based on a ten year life for these options where the correct term was three yea
 t relate to: (1) the Company's Strategic Alliance Agreement with a subsidiary of Teva Pharmaceutical Industries Ltd. ("Teva") [Editor's note: issue was rela
reached based on the identification of material weaknesses described below: 
• Certain tests undertaken in connection with the preparation
ontrol over financial reporting. 
 • We have inadequate controls and procedures in place to effectively identify and monitor amendments to software license
we did not maintain effective controls over (1) aspects of the Imaging Business ["projected, rather than approved, billing rates were used to calculate reven
 ccepted accounting principles in the United States (GAAP) which resulted in improper acceleration of revenue. We lacked personnel with ad
 result of the substantial reorganization of our business being effected at year-end and the resignation of Paul Farmer, our Chief Financial Off
chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the year cove
d in our internal control over financial reporting as of the date of this report and, to this extent, our disclosure controls and procedures were no

 ness of our disclosure controls and procedures at December 31, 2003. Restatement of previously issued financial statements to reflect the c
1 of Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment of Long-Lived Assets" related to our evaluation of t
pertise in matters related to the accounting for income tax exposures and foreign income taxes.
 MC’s controls over the selection, application and monitoring of accounting policies were insufficient. On February 15, 2005, TMC, determine
   information security and access to initiate, authorize, and record      transactions in all functional areas relating to the financial     rep
 d Compensation Arrangements. The Company’s accounting for deferred compensation arrangements (approximately $600,000 in employee
 unding the preparation of the Condensed Consolidated Statement of Cash Flows as of September 30, 2004 only. Specifically, errors and inc
                                      •
 or incentive compensation awards; 
 failure in quarterly controls to properly calculate a write-down related to capitalized repair and maintena
 a material control weakness in the Company’s internal control over financial reporting that existed at December 31, 2003, such control weak
 porting certain insurance and brokerage transactions, as well as the design effectiveness of related fraud detection controls.
  concluded that a material weakness relating to deficiencies in the maintenance of effective controls over compliance with the Company’s Co
cts with our customers and resulted in adjustments being recorded in our financial statements for the year ended December 31, 2004. Our m
s controls at          certain facilities within the Company's Industrial segment; were        ineffective, and were not being applied consisten
 ation of duties regarding the reporting and disclosure of information required to be disclosed in the reports we file with the SEC. Based upon
 cial reporting related to theapplication of lease accounting to a sale leaseback transaction as outlined inNote 9 to the financial statements. T
estatement of the Company’s Consolidated Financial Statements for the years ended December 31, 2002 and December 31, 2003 to consol
ch 25, 2005, regarding management’s assessment of internal controls over financial reporting, expressed an adverse opinion on the effectiveness of the C
erly reconciled and reviewed in a timely manner and that appropriate period-end entries are recorded.
e assessment of the operating effectiveness of a company's internal controls, our management and our independent registered public accou
isclosures. The material weakness, although resulting in a material misstatement of certain components of the Company’s deferred income
x accounting matters in accordance with accounting principles generally accepted in the United States of America. As a result, procedures an
nts and licensing revenue because we lacked a sufficient complement of personnel with a level of accounting expertise that is commensurate
nts and non-routine and complex business transactions. In 2004, a lack of experienced personnel in the Company’s accounting functions res
 related to the financial reporting process. We currently have limited financial personnel and they do not have sufficient depth, skills and expe
in the Company’s internal control over financial reporting that were found to have existed through September 30, 2004:      • Certain employees of the Oper
non-routine transactions. Such transactions involved a) purchase accounting for an acquisition, b) balance sheet classification of long-term d
  material weaknesses in the Company's internal controlover financial reporting:      (1) There were insufficient personnel resources within th
spect to accounting for income taxes and vested accruals. The company’s accounting for income taxes had been based on prior consultatio
2004, as originally filed on November 12, 2004. The restated financial statements reflected $2.2 million higher cable programming costs for t
anized                    closing process. The result was a delay in producing                financial reports and schedules needed for the aud
 that the auditors' considered one matter involving the internal controls over financial reporting to be a material weakness, which concerne
 dit at this subsidiary, it was concluded that certain period costs were improperly capitalized and included in inventory and intangibles. In addi
rules, which had outstanding market equity of less than $700 million at the end of its second fiscal quarter in 2004, must file management’s r
 aluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried o
 the operation of controls for evaluating and documenting the assessment of valuation allowances recorded against deferred income tax assets
 certain controls surrounding the financial statement close process was based on several adjustments that were made in the course of the au
he recording of activity at its Japanese subsidiary were inadequate in that (a), there was no documented evidence of certain levels of local re
 urate recording of customer obligations. As a result, the company concluded that previously issued interim financial statements for 2004 sho
ECrequirements; * insufficient written policies and procedures for accounting andfinancial reporting with respect to the current requiremen
  a letter to the Audit Committee of our Board of Directors and the Company’s management that identifies certain items that it considers to be
ey control over financial reporting related to adequacy of management-level review of estimated reserves for distributor price adjustments di
s Ireland subsidiary, Zomax, Ltd.(“Zomax Ireland”). Our assessment has determined that oversight and supervision procedures established
 essed by the Office of the Chief Accountant of the Securities and Exchange Commission in a letter issued to the American Institute of Certified Public Acc
ments, specifically with respect to our reserve for doubtful accounts and the recording of certain lease expenses. We discovered these matte
nt described in the following paragraph.   The Company identified a material weakness in internal control related to the selection and monitoring of approp
 culated the valuation allowance (mark-down) based upon the gross value of deferred tax assets which was $920,000. The Company has c
 tware, and in certain circumstances did not maintain adequate user access controls. Subsequent to our evaluation, we have engaged third
ng that the Company deems to be material weaknesses as described below:         • A material weakness related to a lack of sufficient expertise to properly ac
n that they have read the code of conduct, a lack of a comprehensive delegation of authority policy for approvals of significant contracts and
ears' income tax provision which constituted a material weakness
 on allowance) and the income tax provision because we did not have accounting personnel with sufficient knowledge of generally accepted a
ensation plans without complying with the registration requirements of federal and applicable state securities laws. As a result, the holders of
 nformation systems, and our need to perform and review certain account and expense reconciliations in a timely and accurate manner. Delo
 eriod covered by this report due to material weaknesses in establishing restructuring reserve, lease accounting controls and insufficient pers
 d related to the control environment and control activities as it relates to the Company's policies and procedures in the expense reimbursement process, r
ness the Company’s insufficient controls over the selection and monitoring of appropriate assumptions and factors affecting lease accounting
 late to the methodology employed by the Company for estimating the ultimate liability for its workers’ compensation claims for the purpose of
  ould be included in our work in process and finished goods inventories. The material weakness could have resulted in a material misst
  roperly account for income tax matters and complex non-routine transactions in accordance with U.S. generally accepted accounting princip
   in the Company’s internal control over financial reporting. The Company’s assessment identified a material weakness relating to cycle coun
ted in the United States of America (“GAAP”). After investigating such matter and consulting with its current and former independent account
 es following the February 7, 2005 letter from the Securities and Exchange Commission’s Chief Accountant clarifying the Commission staff’s interpretation
However, the policy riders were not properly identified in the data utilized to calculate policy reserves. Therefore, the Company has determine
 ps and will continue to take additional stepsto remedy this material weakness and believe the risk as to the existence ofthis inventory at D
kness the Company’s insufficient controls over the selection and monitoring of appropriate assumptions and factors affecting lease accountin
 esources for researchingand evaluating the appropriateness of complex accounting principles and forevaluating the effects of new accountin
 ed rent liability, rent expense, restaurant pre-opening costs, and amortization expense, which resulted in restatements of our consolidated fin
policies, our accounting for leases should be changed in 2004 to correct errors. Management and the Audit Committee determined that our previously issu
ontrol over financial reporting. These matters constitute material weaknesses as defined under standards established by the Public Company Accounting O
 which generally accepted accounting principles ("GAAP"), and particularly those set forth in EITF No. 99-19, required presentation on a gros
ion and monitoring of cash payments received from customers and the issuance of customer credit memos and discounts ... As a result of the aggregation
 ayable and an overstatement of net income, as well as a corresponding overstatement of stockholders’ equity, for each of the periods presented. Specifica
he result of material weaknesses in our disclosure controls and procedures and our system of internal control over financial reporting. These
any’s internal controls that arose from the Company’s inappropriate interpretation of GAAP relating to accounting for leases and leasehold im

05 due to errors in our interpretation of GAAP ... We evaluated the impact of this restatement on our assessment of internal control over financial reporting
 d disclosed this to the Audit Committee and to the Company’s independent registered public accountants. / On March 14, 2005, the Audit Co
e to the selection, monitoring and review of lease accounting policies and procedures as of January 29, 2005 did not ensure that related lease transactions
 including the inability to prepare financial statements and footnotes inaccordance with SEC rules and regulations.
 ternal control over the recording of stock option exercises when shares are promptly repurchased by the Company, resulting in compensation expense rec
its lease accounting policies related toconstruction allowances and the recording of rent between the date the Companytakes possession of
unting, and the second weakness will pertain to its classification of sources and uses of cash between operating and investing activities. The Company is e
ed assets and deferred lease credits had been understated and that previously issued annual and interim financial statements should be rest
d records of the Company reflected in previously issued financial statements which received unqualified audit opinions from the respective independent ac
 Directors, determined that our consolidated financial statements for our first fiscal quarter ended April 30, 2004, second fiscal quarter ended
ancial Statements”, restatement of financial statements in prior filings with the Securities and Exchange Commission is a strong indicator of t
e Company’s controls over the selection and monitoring of appropriate assumptions and factors affecting accounting for leases and leasehold
05, we announced thatour financial statements were to be restated, relating to certain leaseaccounting and leasehold depreciation accountin
 deficiency that resulted in the incorrect lease accounting practices represents a material weakness. A material weakness in internal control o
 esses in the operating effectiveness of internal control: (1) inadequate controls to ensure that financial information is adequately analyzed to
able effort or expense, because (1) the Company has not yet completed the corrections in its accounting treatment for leases and leasehold improvements
 a material weakness in the Company's corporate governance structure. Accordingly, the Company's disclosure controls and procedures are
 ssets. This appeared to be caused by an inadequate level of accounting staffing to allow sufficient time for the accounting department to (i) p
 ounting errors were identified by BDO Seidman LLP (BDO) and researched and appropriately adjusted in the financial statements by manag
e of our Board of Directors (the “Audit Committee”) described below, the Chief Executive Officer and Chief Financial Officer concluded that o
any’s consolidated financial statements for the years ended July 31, 2004, 2003 and 2002. 

 ecognized under the percentage of completion method of accounting. The Company’s management determined that a spreadsheet error ex
 and monitoring controls, coupled with insufficiently trained accounting personnel and management ...      •We did not maintain effective review and control
cember 31, 2004, our independent registered public accounting firm, KPMG, LLP, communicated to our management and Audit Committee t
erating effectiveness of the Company's internal controls:Significant year-end obsolete inventory adjustments at our majority owned subsidiary
 foreign currency matters, accounting matters relating to differences between U.S. and foreign accounting principles and practices, ac
                                     

                                     

                                     •
her than capitalized and depreciated;
          Tesoro had incorrectly estimated the accruals for sales related expenses; and
 

                                                                                                                               •
                                                                                                                               
        Inco
n to an audit adjustment of the amount recorded for deferred income taxes related to the Ralphs business combination ... ... The Company has determined
ated to correct an error resulting from revenue and accounts receivable cut-off procedures as well as a revision in classification to reflect red
 the Audit Committee of our Board of Directors concluded that as a result of this interpretive error, our previously issued financial statements
  its deferred tax assets. Under Statement ofFinancial Accounting Standard 109, "Accounting for Income Taxes" ("SFAS 109")taxable tempor
received from vendors were, as of January 29, 2005, ineffective to ensure that such transactions were recorded in accordance with accounting principles g
 ting functions, 2) we did not have documented policies and procedures for financial reporting, 3) Cricket Griffin is not adegreed accountant a
reements including capitalization and expense recognition; and 
• inadequate review of the adequacy of the allowance for doubtful accoun
statements of our consolidated financial statements for the fiscal years ended 2003 and 2002, the four quarters of fiscal 2003 (unaudited), an

ncluded, subject to further review and analysis, that certain material weaknesses relative to the Company’s lease accounting practices and accounting for
eview resulted in errors in the Company’s income tax expense and the corresponding deferred tax assets and liabilities in the Company’s preliminary fisca
arters and resulted in a restatementof the consolidated financial statement for each of the three quarters endedMarch 31, 2004, June 20, 200
 ccounting practices represented a material weakness ... As a result of this material weakness, management has concluded that, as of January 2, 2005, ou
etermination, that the Company’s methods of accounting for leasehold improvements funded by landlord incentives and rent expense during
sociated with income tax accounting matters...    As a result of this deficiency in the Company’s internal control over financial reporting, management did n
 the incorrect lease accounting represented a material weakness in internal control over financial reporting as of January 29, 2005. As a result of this mate
e within the accounting function to resolve non-routine or complex accounting and tax matters such as those that occur in connection with a m
ese errors are the subject of recent communications with the Office of the Chief Accountant of the Securities and Exchange Commission (the
 e Company's independent registered public accounting firm,the Registrant is aware that a material weakness previously existed with respec
mpany's audited financial statements for the years ended January 31, 2004 and February 1, 2003, and unaudited interim financial statements for these ye
ecords and accounting entries, (3) the failure to timely reconcile certain accounts and (4) the failure to timely record certain expenses incurre
d to ensure recognition of revenue in accordance with generally accepted accounting principles. Specifically, our review control, failed to detect errors in o
ver the valuation of the Company’s floating rate Ios
nal control ... The material weakness related to the selection and monitoring of appropriate assumptions and factors affecting accounting for leases and lea
mpany's Board of Directors and management initiallyunderestimated the complexity and depth of work that would berequired to comply with
vestigation, the Audit Committee and Board ofDirectors have concluded that certain employees had attempted tocircumvent internal controls
 of Certified Public Accountants on February 7, 2005, the Company determined that the period over which it recognized rent expense and amortized lease
5, 2004, and this assessment identified the following material weakness in the company's internal control over financial reporting.    The company was not
 esulted in a material weakness: 
 (a) The Company failed to properly track fixed assets and accumulated depreciation, including work-in-p
 testing and evaluation of internal controls in several areas was not performed on a timely basis. Also, the documentation of the tests perform
 Management’s Report on Internal Control Over Financial Reporting in the Company’s Annual Report on Form 10-K filed on March 16, 2005,
, which they have not completed, they became aware of information indicating that a transaction recorded as a sale by the Company in the quarter ended S
other things, our need to formalize and follow policies and procedures for estimating and recording certain fees and charges, reconciling ban
untant of the SEC regarding lease accounting, we have implemented additional review procedures over the selection and monitoring of appr
iew and documentation of key assumptions used in preparing forecasted cash flows used to support NeoMagic Corporation’s impairment an
ccounting practices. In performing its evaluation, management reviewed the Company's lease accounting practices in light of the views expressed by the O
eport on Internal Control Over Financial Reporting in the Company's annual report on Form 10-K filed on March 14, 2005, in which management concluded
g Oversight Board's Auditing Standard No. 2, in the Company's internal control over financial reporting. This material weakness relates to the completenes
 d allowances within the consolidated statements of cash flows were ineffective to ensure that such leasing transactions were reported in
 nancial reporting, but they do not possess sufficient technical accounting and reporting credentials to provide adequate oversight. In addition
 ial weakness in the Company’s internal control over financial reporting: 
• As of December 31, 2004, the Company did not maintain an effe
 atements for externalpurposes in accordance with GAAP. During the course of our evaluation weidentified the following material weakn
 nge Commission, we reviewed our policy related to the accounting for operating leases and the depreciable lives of related leasehold improv
nt of the objectives of the control criteria and contains an explanatory paragraph that states (1) the Company's policies and procedures did no
 h income tax accounting matters.
 d upon a recognized internal control framework.
 vision that existed during 2004.
endor invoices and the performance of Distribution vendor statement reconciliations. Specifically, Distribution accruals were prepared and rev
orting set forth on page 63 of the Company’s 2004 Annual Report should be restated and should no longer be relied on. Although management has not ye
 controls and procedures identified certain “ material weaknesses” and other deficiencies relating to internal control over financial reporting. A
ally related to (i) our company’s resources and level of technical accounting expertise within the accounting function are insufficient to proper
ain financial statement disclosures and the review of certain types of journal entries. Adjustments to the financial statement disclosures were
 financial reporting in certain circumstances, (ii) ineffective controls over accounting for certain structured transactions and transactions involving complex
e controls over the accounting for and reporting of non-routine and non-systematic transactions because it did not have adequate personnel who possesse
he financial statement close process. These deficiencies ultimately affect the accuracy of our financial statement reporting and disclosu
s within each of      its accounting processes and a lack of sufficient monitoring controls over     these processes to mitigate this risk. The re
xpressing its views regarding certain operating lease-related accounting issues and their application under accounting principles generally a
ions and methodology pertaining to a limited number of complex, non-routine transactions which could potentially aggregate to material miss
are until the first quarter of 2005      that the Corporation is an accelerated filer, the Corporation was not     able to complete its docume
 of determining and reporting business segment information in accordance with Financial Accounting Standards Board Statement No. 131 ... The Compan
s. This pertains to documenting to the degree appropriate how certain controls were initiated, authorized, recorded, processed, tested or rep
Board ("PCAOB"), specifically, our pastpractices related to controls over period ending reporting processes, controlsover the documentation
 control deficiency resulted in audit adjustments to the 2004 financial statements related to marketable securities which were identified by BDO Seidman, L
ortization of DAC, as described in Note 18 to the Company's financial statements included in Item 8 of this Form 10-K/A. After giving effect to
                                                               

 performed or identified discrepancies not properly addressed. •Periodic reviews of all balance sheet accounts by management personnel w

 nies we determined that one of the adjustments in those filings relating to the treatment of lease accounting and leasehold depreciation appl
 material weaknesses discussed below. 1. The Company did not maintain effective internal control over the                  accuracy of servic
 s contracts, including disclosures for commitments for not yet developed software applications, and the Company’s failure to have properly t
erial weakness in our internal control over financial reporting with respect to accounting for hedge transactions:   · a failure to ensure the correct applicatio
plication of its lease accounting policies. During the fourth quarter of fiscal year 2004 and prior to February 26, 2005 the Company implemented controls to
eport on Internal Control Over Financial Reporting in the Company's annual report on Form 10-K filed on February 3, 2005. In that report, management co
te. This restatement caused the Company to determine that a material weakness of internal control over financial reporting existed as of Dec
ng relating to revenue recognition on a single international sales order with multiple revenue elements as described in Item 4 of our Form 10-
s. No other material weaknesses were identified.
s internal control over financial reporting was effective as of December 31, 2004. Therefore, the Company's previous conclusion, as reported in the Compa
re from continuing operations and in the calculation of comprehensive income (loss) in accordance with generally accepted accounting princ
related customer accountsreceivable, spare parts inventory, and the valuation reserves related toinventory.                        -- subseq
cognized internal control framework, because wehave not found one that fits the limited scope of operations of our smallCompany. Ac
elated to the accounting for leases, as disclosed in Note 2 of Notes to the Consolidated Financial Statements included herein, which manage
to two types of non-routine transactions. These two matters included (1) two separate bill and hold transactions where revenue was not defe
ecember 31, 2004 solely because of a failure to ensure the correct application of SFAS 95 in the statement of cash flows related to the classification of unp
 mployee at the time of the consummation of the acquisition of the remaining minority interest in The Outdoor Channel, Inc. that Outdoor Cha
paring our form 10Q for the firstquarter of 2005, we discovered a computational error from last year in atechnical disclosure footnote regardin
 quarter ended March 31, 2005, to disclose a material weakness as of March 31, 2005, in its internal control over financial reporting with resp
 yee compensation expense under SFAS 123, as amended by SFAS 148, and believes that this control deficiency constituted a material wea
 ls and training to identify and address the application of technical accounting literature. 
 The Company has been unable to maintain a suff
ices in the transaction are essential to the functionality of the software sold ... Upon further analysis, the Company determined that although we have pers
bsequent borrowings under the convertible credit facility during the fourth quarter of 2004. This control deficiency resulted in the error requirin
 i) the total return on our common stock for the period then ended. The incorrect information resulted from a clerical error in inputting the infor
weakness in internal control over financial reporting existed as of December 31, 2004, and disclosed this matter to the audit committee of our
alculation and review of the provision for incometaxes. Specifically, the controls relating to the determination of certaindeferred temporary diff
 escalations, leasehold improvements and landlord incentives to ensure that such transactions were recorded in accordance with accounting
  K. Tillery, the former President of WillbrosInternational, Inc. ("WII"), and other employees and consultants of WII and itssubsidiaries. WII and
 disclosure controls and procedures. In the course of BDO Seidman’s financial statement review procedures relating to the Company’s Quart
actices, consistent with similar adjustments made by many other retailers and other publicly traded companies concerning these practices. T
and deferred sales inducements and was not able to conclude that its internal control over financial reporting was effective as of the end of the period cove
 compared to the Company's procedures for closing the books in a timely manner ... In the process of setting up the beginning balance sheet, managemen
 rialweaknesses in our internal controls over financial reporting. Although thesematerial weaknesses did not result in a misstatement of ou
 rectors, discuss the possibility of forming an audit committee, and to discuss the progress of procedural changes regarding the issues cited i
 ntified in Item 8A of our Annual Report on Form 10-KSB/A for the year ended December 31, 2004 which was filed on May 23, 2005 (“Amended 10-KSB”), h
 e the Company did not maintaineffective controls over the accounting for non-routine and complextransactions. Specifically, the Company did
 re material weaknesses in its internal controls because of the Company’s lack of a conventional set of formal books and records such as a g
 y 31, 2005 should be restated to correct an error caused by a data entry mistake related to an incorrect index rate used to value inventory in the first fiscal
 revenues on contracts with a portion of the contract price that is withheld until final acceptance, (ii) the timing of recognition of costs on those
 porting had occurred. Subsequent to such evaluations, as a result of a review by the Securities and Exchange Commission in connection
 ce sheet classification of the related debt instruments. As a result, the Corporation improperly classified certain redeemable instruments that
mentation of the application of U.S. GAAP to transactions, including but not limited to equity transactions.
 any took steps to addressits understaffed Finance and Accounting team to correct this material weakness.The Company engaged an indepe
 n internal control over financial reporting associated with accounting for distributions from partially-owned entities and that management's report on such in


 ddition to its CFO review in detail all adjustments affecting accounts receivable and revenue.
 ed to be disclosed under SFAS No. 123, "Accounting for Stock-Based Compensation." We have implemented additional processing and review procedure
 s of May 1, 2005 in its controls over the preparation, review and timely analysis of the Company’s consolidated financial statements in conne
h respect to revenue recognition, the return of products under warranty programs, stock adjustments, the valuation of inventory (including the
 ver financial reporting by the Company’s Audit Committee was ineffective due to the resignations on April 24, 2005 of four of the five independent member
hat the ineffective controls over the selection and application of its accounting policies related to leasehold improvements, tenant allowances
ased on criteria established in “Internal Control - Integrated Framework” issued by COSO. The Company failed to design appropriate compan
 ermination and reporting of the provision for income taxes. There were errors in the annual tax provision for the fiscal year ended March 31, 2005 (which re
r financial application system did not operate to segregate incompatible duties. This lack of segregation was not compensated effectively with
 such gain on the extinguishment of debt which had beenoriginally classified as an extraordinary item should have been reclassified asa com
 entify the proper accounting treatment for compensation arrangements for key employees. Adjustments related to a deferred compensation
eview the application of accounting principles over the determination and calculation of asset impairments in accordance with FAS 144.o
material weakness did not result in a material misstatement to revenue. The misstatement was identified during the fiscal 2005 audit and corr

       
                                        

cess; 
 • Inventory and Rental Assets; and 
 • Income Taxes 

e timely and accurately reported in our Periodic Reports that we file with the Securities & Exchange Commission. In particular, the Company
 record debt related to the acquisition of a subsidiary, and ensure the documentation and review of all consolidating adjusting journal entries w

 ss is manually intensive and involves thousands of individual transactions. Agilysys is in the process of remediating the weakness described above. Addit
 er SFAS No. 123(R). As a result of this material weakness, we concluded that our disclosure controls and procedures were not effective as of March 31, 2


 tly classified the gain on sale of long-lived assets as other income and should have classified such gain as a component of income from operations. This c
 tify and record in a timely fashion, non-routine transactions and to prepare financial statements and related disclosures timely; and the failure
  were unpaid and included inaccounts payable at the end of the reporting period. Thus capital expenditureswere reported in the consolidated
   standards established by the Public CompanyAccounting Oversight Board (United States). These material weaknesses includedthe followin
or deferred financing costs and discount on        notes payable was not consistent with accounting principles generally     accepted in the Unit
  r of personnel with clearly delineated and fullydocumented responsibilities and with the appropriate level of accountingexpertise and insuffici
n a timely and accurate basis, which constitutes a material weakness in internal control over financial reporting. This material weakness was
g to federal and state income tax filings were not made timely in fiscal 2001, 2002, 2003 and 2004. In addition, some amounts recorded for re
   accounting principles. This material weakness has resulted in a restatement of our previously issued consolidated financial statements as o
  s not effective as of December 31, 2004 due to a material weakness related to lease accounting.
aknesses in our disclosure controls and procedures, including internal control over financial reporting, existed during the period beginning on
nd accurately reported in our Periodic Reports that we file with the Securities & Exchange Commission. In particular, the Company’s indepen
 ing to the period-end financial reporting processes and the period-end accounting for income taxes. Company's consolidated financial statements as of an
ol            structure lacks the proper segregation of duties.    o     Montgomery's employees lack the accounting and financial
 Item 304(a)(1)(v) of Regulation S-K), except that PwC advised the Committee and management of the Company that PwC noted internal co
ns and other post-retirement benefits related to our newly acquired businesses mainly due to our dependence on external resources for data
eporting expertise commensurate with our financial reporting requirements to resolve non-routine or complex accounting matters.
air Value. A material weakness was identified in the design and operation of our internal controls over monitoring and analysis of vendor spec
 l year, to correctly calculate depreciation and amortization expense of equipment and leasehold improvements ... The second material weakness, a deficie
 ufficient to prevent or detect the improper accounting of credits initially established under side agreements entered into during fiscal years 1998 through 20
 of technical expertise as it related to complex accounting mattersassociated with the issuance of warrants and the impact on deferred
  that had been incorrectly recorded during the quarterended September 30, 2004. As a result, the Company restated its assets as ofSepte
 arch 31, 2004 should be restated to reclassify $27,065,000from "net cash flows from financing activities" to "net cash flows frominvesting ac
  gement identified a material weakness for insufficient controls over the Quote to Collect process related to the review, approval, and accoun
we did not maintain effective internal control over financial reporting as of March 31, 2005. We did not maintain sufficient personnel with an
milar adjustments made by many other retailers and other publicly traded companies concerning these practices. Our conclusion to change ou
 nancial statements, specifically with respect to our inventory valuation and income tax provision. We discovered these matters before our co
 o stated that the Company has a material weakness in its system of internal controls over financial reporting related to the accounting for the Company's p
 les, inventory, the financial accounting close process, payroll and human resources, and certain weaknesses in the information technology g
 rs of personnel having appropriate knowledge, experience and training in the application of GAAP at the divisional level, and insufficient pers
                                                                                             

                                                                                             •
 r uncollectible note receivable, deferred tax liability and customer container deposits; and
        Improper application of GAAP related t

mote likelihood that a material misstatement of the Company’s annual or interim financial statements with respect to income taxes would not
ethodologies as they relate to salesincentives and product returns. As a result of this review, management concludedthat our controls over th
                                                           


                                                            T
rial weakness in the Company’s year-end close process.
 he Company’s management and Audit Committee believe that the material weakn
  the understatement of expenses to an affiliate totaling $22,000 and the lack of adequate documentation or support of expenses to the Com
any’s management identified the material weaknesses described below, certain of which contributed to the restatement of the Company’s fina
ant processes over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act (“SOX 404”) in order to allow our management
n our accounting for equity transactions and certain liabilities. The lack of segregation of duties resulted from, among other things, the recen
nformed us and our Audit Committee of certaindeficiencies in our internal controls over financial reporting that theyconsidered to be material
 non-employees and (2) the accounting and reporting forpreferred stock that had also included the issuance of warrants and beneficialconv

 d default system passwords, lack of encryption, minimum length of passwords, lack of a system requirement to require periodic password ch
 rnal control deficiencies that they considered to be, in the aggregate, a material weakness, including, untimely identification and resolution of
 e in this Report, management has concluded that it had a material weakness in controls over the application of generally accepted accountin
  the result of material weaknesses in internal control over financial reporting related to our accounts receivable allowance accounts, net reven
 s constitutes a material weakness in the financial reporting. However, at this time management has decided that considering the employees
ues and deficiencies were identified in the focused audit of NUI that was conducted at the request of the New Jersey Board of Public Utilities.
Committee and management of certain significant internalcontrol deficiencies that they considered to be, in the aggregate, a materialweak
side certified public accountant; * Preparation of periodic income tax provisions; * Review and recording of equity transactions, includ
esulted in the adjustments and to ensure that new leases and changes to existing leases and depreciation on leasehold improvements will be accounted fo
n with preparation of the Company's consolidated financial statements for the fiscal year ended March 31, 2005, certain items requiring adju
ch restricts the Company’s ability to gather, analyze, reconcile accounts, and report information relative to the financial statement assertions
nd lease revenue disclosures were ineffective to ensure that such disclosures were made in accordance with accounting principles generally
ting disclosures. We have taken a series of steps designed to improve the control processes regarding the SFAS 131 requirements for reportable segmen
   its Annual Report on Form 10-KSB/A for the year endedDecember 31, 2004, and in Item 3 of its Quarterly Report on Form 10-QSB for thequ
  over financial reporting with respect to our accounting for intercompany profit in inventory. The Company has now improved its procedures i
  transactions as well as the lack ofsegregation of duties in the process of cash receipts and disbursements. Inaddition, there were instances
These conditions resulted in a control environment that permitted the following deficiencies: 
 • inadequate policies and procedures to preve
O RECORD REVENUE,WHICH WAS INITIALLY BROUGHT TO THE ATTENTION OF MANAGEMENT BY OUR INDEPENDENTAUDITORS
  sophisticated internal expertise with respect to recording complex or unusual accounting transactions, such as sale of assets and assum
 f Directors, management has identified thefollowing material weaknesses in the Company's internal control over financialreporting:          - La
  or interim financial statements will not be prevented or detected. As of January 2, 2005, the Company did not maintain effective controls ove
 ased on criteria established in "Internal Control -        Integrated Framework" issued by COSO. The Company failed to design               approp
 , qualified financial reporting personnel with sufficient skills and experience to apply generally accepted accounting principles to our transacti
 ed to carry out an evaluation of theeffectiveness of the design and operation of the Company's disclosure controlsand procedures. Due to th
g the resources that would remedy or mitigate this situation, and currently does not consider the benefits to outweigh the costs of adding add
  ing its annual and interim financial statementswere not adequate in light of the requirements of Statement of FinancialAccounting Standards
affed Finance and Accounting team to correct this material weakness. The Company plans to engage an independent contractor, who is a C
eted in a timely manner, primarily due to insufficient financial accounting resources, including adequate oversight of the process and expertis
ccount reconciliations and revenue recognition. The Company’s management concluded that the effect of the errors was not material to any o
 ols, and it did not have effective policies and proceduresimplementing its Code of Conduct. As a result, it did not maintain a controlenvi
ccurately identify, evaluate and report, in a timely manner, nonroutine and complex transactions. In addition, the Company had not completed
 entities. UIL Holdings has instituted a remediation plan in response to this issue.
  onths ended June 30, 2005, net loss was $3,396,000, or $0.08 per share, compared to $6,010,000, or $0.13 per share, for the six months e
act of the improper accounting, net of other adjustments, referred to below, is to overstate operating income and net income/loss for the June
  determination of the provision for income taxes and related deferred income tax accounts. Specifically, the Company did not maintain effect
  n branded products due to lack of integration among the accounting reserve systems and the systems used in evaluating POS movement d
eports with the SEC, identified a material weakness in its internal controls over financial reporting related to the accounting for complex finan
ation of its North American sales commission accrual account. This material weakness resulted in restatements of the Company’s previously
ncial reporting was effective as of December 31, 2004. Subsequently, management identified the following material weaknesses in internal co
o the multi-client data library at GX Technology Corporation (“GXT”), a subsidiary of the Company. The Company believes this material weak
on and disclosure of derivative transactions entered into prior to the existence of SFAS 133. Specifically, we did not maintain adequate docum
  of our consolidated financial statements for the second fiscal quarter of 2005, we restated our previously published consolidated financial sta
 ive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursua
  Act of 1934) (Disclosure Controls) was performed as of the end of the period covered by this report. This evaluation was performed under th
    and cash received on a sale of real estate did not operate effectively with respect to these specific transactions. In connection with the prep
                                                                                                                                             

   the effectiveness of the Partnership’s internal control over financial reporting because a material weakness resulted in the following: 
 • Th
15, 2005, management identified a material weakness in its internal control over financial reporting that existed as of December 31, 2004 rela
 internal control over financial reporting related to accounting for income taxes required under SFAS No. 109. Specifically, we did not maintai
nancial statements will not be prevented or detected. We identified the following deficiencies which together constitute a material weakness r
preparation and approval of manual journal entries at Crewe. Specifically, the Company did not maintain effective independent review to ensu
  nition and related sales returns, credit memos, and allowances. Our accounting policies and practices over revenue recognition and related
” or the “Company” or the “Registrant”) disclosure concerning partnerships formed with Metra Capital LLC (“Metra”), Management identified a
 d partnership agreement of Holdings provides that certain employee equity holders may request that Holdings repurchase their limited partne
   to the determination of dividends declared in accordance with GAAP. This conclusion represents management’s assessment of internal con
nancial statements will not be prevented or detected. Management’s assessment as of December 31, 2004 identified as a material weakness
 ublicAccountants) existed in the Company's disclosure controls and procedures withrespect to the application of accounting guidance contai
 ary 1, 2005 and through the date of this filing, because of a material weakness in internal control over financial reporting with respect to acco
  tion with the audit of the Company's consolidated financialstatements as of and for the year ended December 31, 2004, the Company'sindep
  r its accounting for income taxes required under SFAS No. 109. Specifically, we did not maintain effective controls to ensure that the tax acc
n its belief " the accounting personnel of the Company do not possess the necessary skills to achieve accurate financial reporting in ac
 s of the design and operation of our disclosure controls and procedures as of June 30, 2005, the end of the period covered by this report. Ba
h a transaction in China. Specifically, TheCompany has instituted remedial measures to address the weakness, including thehiring of a corpo
  2005, KPMG advised the Company’s audit committee of the following matters involving internal controls that KPMG considered to be a mate
evaluate estimates of royalties due, and insufficient staffing in the accounting and reporting function, which is exacerbated by changes in man
  ough the Company has not yet completed its analysis of the impact of this situation on its internal controls over financial reporting, the Comp
which contributed to our inability to effectively assess risk and monitor compliance; and 

• inadequate facility, division and entity-level mont
 al Statements, restatement of financial statements in prior filings with the SEC is a strong indicator of the existence of a “ material weakness
  ted to stock option accounting. The control deficiency will result in the restatement of the Registrant’s consolidated financial statements for th
  as defined in Item 304(a)(1)(v) of Regulation S-K, other than in connection with the audit of, and the issuance of an unqualified report on, the
  tructure within Agis. The assessment included Agis'locations in Israel, Germany and New York. This assessment coupled withintegration act
 several significant deficiencies. Management has therefore determined that the Company’s internal control over financial reporting as of Jun
  ents and its reporting units for assessing goodwill impairments, and, as a result, a material weakness existed in its internal control over finan
ng for preferred stock. Accordingly, the Company has concluded that its disclosure controls and procedures were not effective and this contro
 of tuition revenue related to diploma programs with externships. The Company determined that it was necessary to reflect the recognition of
G”) as of June 30, 2005. Specifically, the Company did not have (i) monitoring of information technology managers who have access to the a
  pany’s controls related to the review of accounting for income tax reserves. Although the Company detected errors affecting the income tax
  encies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be pre
  not effectiveat the reasonable assurance level:      1. We were unable to meet our requirements to timely file our Form 10-Kfor the year ende
 er similar to pooling of interests for each of the years in the three year period ended December 31, 2004. The combined financial statements
venue recognition and billing processes resulting from: the lack of controls over the review of all arrangement documentation in order to prop
   committee that we had identified a material weakness in our internal control over financial reporting. In particular, during the financial closin
 ned to be manufactured by a different manufacturing facility. Initially, these costs were expensed to research and development. Subsequentl
  er the valuation of the allowance for loan losses and the related provision. This control deficiency resulted in material adjustments to the Com
over financial reporting as of December 31, 2004, as more fully described below. Based on this evaluation, our principal executive and princip
   weaknesses in our disclosure controls and procedures as of June 30, 2005. These deficiencies were reported as follows: On August 24, 20
 ate Accounting StaffDuring the quarterly period ended July 31, 2005, we had insufficient numbers of internal personnel possessing the appro
  d that the Company’s internal controls relating to post-closing and audit adjustments was a material weakness. Specifically, a significant num
d material weaknesses:o The design of the Company's corporate governance framework does not currently meet the requirements of CO
  d that our disclosure controls and procedures were not effective as of the end of the period covered by this report due to the material weakn
  ccounting entries. Certain adjustments were identified in the annual audit process, related to the recording of stock-based compensation, ex
 were: inadequate process for change control management of its accounting procedures; lack of a defined procedure for reviewing cost of rev
 a policy and procedure to remediate a material weakness in internalcontrol whereby financial management will formally research relevant ac
   financial closing and reporting process due to insufficient personnel with a requisite level of accounting knowledge, experience and training
 ancial reporting as they relate to the Company’s administration of contracts. More specifically, these deficiencies concerned 1) completeness
   of the period covered by this report and due to the identification of a material weakness in internal control over financial reporting related to
  tax provision calculation. These errors resulted from a deficiency in the operation of controls requiring the reconciliation of the components o
mpany's internal control structure involving the design oroperation of the Company's internal controls over financial reporting that BDOcons
 ternal controls and procedures within the areas of revenue recognition, accounts payable, cash disbursements, inventory accounting and do
  lated to documentation and analysis of goodwill impairment under Financial Accounting Standards Board Statement No. 142, Goodwill and O
 able and deferred income tax amounts did not operate effectively as of July 2, 2005. In particular, the Company did not have a sufficient num
  nel with clearly delineated and fully documented responsibilities and with the appropriate level of accounting expertise and we have insufficie
  ent of personnel in control and accounting functions at certain of its subsidiaries, (ii) an inadequate segregation of duties in the Company’s m
of the Company. Daily transactions are accounted for,reconciled and processed to our accounting records solely by this person. Thisis co
 , KPMG LLP, we implemented changes to our method of accounting for leases, including our method of accounting for tenant improvement a
  Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K, have conclu
  of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based u
 or interim financial statements will not be prevented or detected. The restatements noted above were a result of " material weaknesses" as o
 tility, might not be correct. In connection with that change in corporate status, the Company had independent professional consultants evalu
 tant on an independent contractor basis to review andimplement procedures to enable the completion of our consolidated financialstatement
  material weakness relating to the accounting anddisclosure for complex and non-standard stockholders' equity transactions.
 03 and 2004 and for each of the years in the three year period ended December 31, 2004, and its condensed consolidated financial stateme
n that evaluation, theCompany's Chief Executive Officer has concluded that our disclosure controls andprocedures were not effective becaus
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and identified material weaknesse
g segregation of duties in certain of its foreign subsidiaries. Specifically, independent review and approval of manual journal entries was not p
discovered that there were omissions and errors in the entry and reconciliation of certain items to the general ledger during these periods. Th
ave adequate staffing its finance group with the appropriate level of experience to effectively control the increased level of transaction activity
   controls which they believe represent material weaknesses in the Company’s internal control environment. These matters are with regard to
 mpany's financial reporting and disclosure controls.       The error relates to the Company's accounting and disclosure of the reverse three for
ottman PC, advised the Company’s management and Board of Directors that there were material weaknesses in our internal controls and pr
 going investigation, that Dana’s financial statements for 2004 and the first and second quarters of 2005 contained errors and should no longe
 July 31, 2005, errors were discovered in the Company’s accrual for income taxes related to the first quarter of fiscal 2004. Accordingly, the C
ur independent auditors, Nussbaum Yates and Wolpow,P.C. ("NYW"), communicated to our Audit Committee that the following mattersin
 ing, the Company will report material weaknesses in its internal controls over financial reporting, which will be further described in the Compa
 05, wehired a full-time bookkeeper. Our bookkeeper has been charged with establishingproper records and accounts, including establishing
alstatements, and the Company's timeliness in reporting transactions to theoutside consultant.
unting firm, identified the existence of several deficiencies relatedto the preparation of our financial statements and notes thereto. Specifically
 t our distributions of earnings from unconsolidated entities in the category required by generally accepted accounting principles resulted from
st of goods sold calculations; (ii) inadequatesegregation of duties for accounts payable management; and (iii) inadequateindependent verifica
We have also designed new internal control procedures to remediate the controls over unpaid ticket reservations and to ensure that new leas
 rectors and management of certain significant internal control deficiencies that they considered to be, in the aggregate, a material weakness
  e last two material weaknesses.

  •
                                     

                                    
 The Company lacks a sufficient number of financial and tax personnel with the appropriate level of experti
ve as of the end of the Company's first quarterof fiscal 2006 and that material weaknesses exist in the internal controlstructure of the Compa
   material weakness.       This material weakness is the lack of the necessary corporate accountingresources. At the current time, the Comp
 was the result of a material weakness related to controls over the preparation and review of its consolidated statement of cash flows. Based
 ncluded that because of certain deficienciesidentified and described below which were determined to be material weaknessesin internal cont
  n our independent registered public accounting firm audited our financial statements for the fiscal years ended March 31, 2003, 2004 and 20
ement and our registered independentaccountants identified errors that led to a decision to restate our ConsolidatedFinancial Statements for
       processes and related internal controls and has commenced                         efforts to correct these conditions. During October 2000,
 a letter dated September 20, 2001, as summarized below: a. The Company did not have an active Audit Committee and was not in complia
s releases are not reviewed by appropriate responsible partiesto ensure accuracy prior to issuance.                2. The Company has inadequate s
 ystems and practices in the United Kingdom and German operations constituted material weaknesses in our internal control structure.
  to UICI. With respectto UICI's credit card operations, Ernst & Young LLP identified as materialweaknesses the failure to maintain credit card
audit of the Company's financial statements as of December 31, 2001 delivered to the Company over the Internet on September 25, 2002, P
ed in the design and operation ofthe Company's internal control related to the processing of claims payments,including the duplication of
  of compliance with or circumvention of the Company's procedures and controls by employees and management at various levels. In an effo
 ication with and supervision of our accounting staff at our Israeli subsidiary, Bio-Technology General (Israel) Ltd. These deficiencies were ide
ith responsibility for those procedures and fell behind the timely completion of certain routine procedures with respect to bank reconciliations
he Registrant’s internal accounting controls that Deloitte believed, considered collectively, constituted a “ material weakness” in the Registran
mer Auditor’s audit; (iii) a series of significant transactions with a related party of the Company which had not been disclosed to the Former A

  these adjustments may pertain to periods in which McGladrey & Pullen LLP ("McGladrey") served as the Company's independent auditors,
 akness Letters”), pursuant to its audits of the 2000/2001 Financials and the 1999/2000 Financials, KPMG LLP advised the Registrant of cert
 nts of the letter will include a comment with respect to inadequate internal controls over property, plant and equipment
 m Ernst & YoungLLP to the Company's audit committee dated April 8, 2002 reported materialweaknesses related to the following matters, wh
                                                                              M
 hich were capitalized as work in process inventories as of June 30, 2002.
 anagement believes these costs were incurred primarily as a resu
  Committee two “material weaknesses” (as defined under standards established by the American Institute of Certified Public Accountants) re
 ies in the design or operation of internal control that, in our judgment, could adversely affect the Company’s ability to record, process, summ
essing and monitoring of intracompany transactions. The Company's senior management has determined that this material weakness, togeth

 ring thefiscal years ended December 31, 2003 and 2002 and through June 14, 2004, (1)there were no disagreements between The Banc Co
 and included in management's assessment: As a result of the restatement of its financials statements in February 2005, the Company identi
 be deemed to be a material weakness under standards established by the American Institute of Certified Public Accountants. The deficienc
d to be material weaknesses under standards established by the American Institute of Certified Public Accountants. These material weaknes
nel. Specifically, PwC reported material weaknesses in 1) the accounting for software revenue and related expense recognition, 2) the report
 nnection with their audit that for the year ended December 31, 2002, E&Y noted certain matters involving internal control that they considere
    Committee that it had identified certain deficiencies in the Company's ability to timely and accurately produce data that supports its revenue
agement did not detect errors in the accounting for income tax amounts and disclosures in a timely manner as of and for the year ended Dec
  tem and additional training of personnel. We have detailed policies and procedures relating to the procurement of goods and services for ou
design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements cau
 eak segregation of duties among front-, mid-, and back office functions; (2) responsibilities between regulated and unregulated front office em
 tee and management that Deloitte noted a certain matter involving internal control that it considered to be a material weakness. Deloitte advi
 n which exists to support thecontinued recognition of income for such contracts as well as the lack of aninternal policy for consistent account
  l key areas that had resulted in material misstatement of financial results. These include weaknesses in the following areas, among others: d
                              •
 ion of our internal controls:
Deficiencies in our process for determining costs related to deferred profit on shipments to our largest distributor
 nd, PWC advised the Company's current management that in connection with the 2001 audit it had reported to the audit committee a re
  roducts business unit within its Cequent Transportation Accessories segment. The Company determined that uninvoiced accounts payable w
ping; inadequate controlprocedures over the receipt and application of payments received from customers;lack of timely analysis and reconc
 dards established bythe American Institute of Certified Public Accountants. GT advised the Board ofDirectors on July 1, 2003, that it identifie
and accounting personnel in the fourth quarter of 2002 and that PricewaterhouseCoopers would not be able to rely on such controls in compl
  policies and procedures; personnel and their roles and responsibilities. Specifically, our revenue recognition policies and procedures were po
  ll bring GEO’s accounting treatment for vacation expenses into compliance with generally accepted accounting principles ... GEO has determ
 s at two manufacturing locations. 
 In response to these issues, senior management and the Audit Committee directed the Company to d
 in the Company's Mexico operations. These material weaknesses were insufficient documentation of accounting entries and procedures, fai
aining and managing legal documents, minutes of meetings of Board of Directors, source documents, inventories (including perpetual record
procedure. For the most recent year Grant Thornton issued a material weakness in internal control report advising the registrant that the con
ccountants regarding various elements of our system of internal controls. They noted a material weakness with respect to our On/Off valve o
opriate corrective measures. Based on the foregoing, our CEO/CFO concluded that other than this deficiency, the Company’s disclosure con
nt and the audit committee amaterial weakness related to certain internal controls. In particular, theFormer Auditor noted that: (a) the Compa
mination and augmentation, as appropriate, of certain aspects of the Company’s internal control procedures, including the following: (1) Resp
ustment to the financial statements resultedin the recording of an expense of approximately $98,000, net of income tax andminority interests

 developed as a         result of its annual audit, with regard to accounting policies,         procedures and controls. In this manag
 theCompany's internal controls, which consisted of the following:o the hiring of new personnel including, two new segment controllers in Ap
rs allowingSpiegel to increase its sales. Allowing credit decisions to be made at themerchant level was a material weakness in internal contro
 of these challenges placed a strain on our internal accounting resources in summer 2003 and resulted in further delays in the preparation an
 hornton, LLP’s conclusions, the Audit Committee will carefully review the matter with Grant Thornton, LLP and management to determine wh
control over financial reporting during the fiscal years 2000 to 2002 and for the first three quarters of fiscal year 2003 … [Also] E&Y had advis
d information systems. In the third quarter of 2002, AE initiated a comprehensive review of its financial information. During the pendency of th
e, other direct contract expenses and certain balance sheet items. …. We have further taken steps to strengthen the procedures and to assu
mplemented after the EvaluationDate. For example, we have revised our process controls that will facilitatetimely Securities and Exchan
ments to the Company's consolidated financial statements resulting from such remediation were not material, either individually or in the agg
 ccounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” with respect to certain commodity purchase an
  the recordkeeping process at certain foreign locations.
 lated financial statement errors prior to that time is considered to represent a material weakness as defined under standards established by
 iew of the quarterly and annual tax provisions were not adequate to ensure that the deferred tax provision and classification of deferred tax b
  able event with the AuditCommittee of the Board of Directors of the Registrant. The Registrant hasauthorized the former accountant t
 onstituted, at times, a material weakness in each of 2000 and 2001 and a significant deficiency in much of 2002, though this deficiency had
 luded issues with our inventory costing systems and procedures, accounts payable cutoff, information systems user administration, and finan
s Audit Committee that KPMG considered two matters involving internal controls and their operation to be material weaknesses. Specifically,



e periods since the Company acquired full ownership in February 2000. This review revealed that there were internal control deficiencies rela
cies in the Company's internal control over financial reporting. The material weakness identified is that the Company has insufficient and inad
 lysis of our loss provision related to our rig construction contracts, our independent auditors, PricewaterhouseCoopers LLP, issued a letter to
  independent registered public accountant will conclude that a material weakness existed in the Company’s internal control over financial rep
 nd recorded by the Company's 80% owned subsidiary, TKT Europe. During 2002, with respect to TKT Europe, the Company did not have a
 pany's outside auditors, KPMG LLP, issued a letter to the Audit Committee noting a material weakness involving internal control relating to th
artments and to provide training to existing and new personnel in SEC reporting requirements; the lack of integration of the general ledger sy

 e addressed. Several of these matters were classified by the auditors as material weaknesses or reportable conditions in accordance with th
 controls were not in place to timely detect possible inventory misstatements and (ii) the inability to timely detect these possible misstatement
  the Registrant's accounting department with professional certification in accounting experience and background, the need for a staff person
material weakness related to the financial statements for the year ended December 31, 2001, and reportable conditions related to the financia
 y Accounting Oversight Board: 1. The Company has insufficient documentation of its policies and procedures around internal controls to ensu
gement's monitoring and oversight activity over the financial information received from the principal actuarial firm and ensure the appropriate
al statements for the first three quarters of 2002 and for fiscal years 2001, 2000, 1999 and 1998. In addition, our Audit Committee, pursuant t
 ciency is considered to be a "material weakness" as defined under standards established by the American Institute of Certified Public Accoun
mber 31, 2002, E&Y raised questionsto management with respect to the Company's internal controls over reconcilingcertain bank accounts an
controls over financial reporting during the quarter. Actions taken included the replacement of management, including senior management, w
f accruals, revenue recognition, classification of certain assets and liabilities and elimination of intercompany profit in inventory. These errors
ons. In addition to a material internal control weakness, we identified certain internal control deficiencies which, if left uncorrected, could resu
 in the Company's internal controls over financial reporting, including lack of timely performance and supervisory review of account reconcilia
noted relating to:revenue recognition procedures; formal policies and procedures for significant transactions; centralized oversight for interna
Form 10-K on October 31, 2003, PwC and the Audit Committee agreed that material weaknesses in the following internal controls had been
les. On December 17, 2003, E&Y informed the Company it lacked the internal controls necessary to develop reliable financial statements. N



 identify this matter until the fourth quarter represents a material weakness in internal control as defined under standards established by the A
ers’ audit of the Company’s financial statements for the fiscal year ended September 30, 2000. These conditions and weaknesses, which we

  ed level of transaction activity ... and (ii) the Company's current monthly close process does not mitigate the risk that material errors could o
  tion between management and all levels of our company ... Our former general counsel, Arthur Burns rejoined us in October 2003 as full tim
 ly alert management of potential loan covenant noncompliance. The Company did not have procedures in place to monitor near-term future
  that due to materialchanges in the Company's business during fiscal 2002 and 2001, including theCompany's bankruptcy filing in November
 gement issued in October 1999,BDO identified one material weakness in the Company's internal controls relatedto general ledger accounts
 ntrol under standards established by the American Institute of Certified Public Accountants. As reported in our report filed on Form 10-QSB f
   of internal controls over financial reporting. The Company is also working on the audit of its financial statements for 2003.
s of December 31, 2004; accordingly, the independent accountants will likely disclaim an opinion on management’s assessment of internal co
  d facts and failed to make known all relevant information concerning an identified transaction occurring in the fiscal year ended September 3
  trant’s affiliate, Metropolitan Mortgage & Securities Co., Inc., had misrepresented facts and failed to make known all relevant information con
  d facts and failed to make known all relevant information concerning an identified transaction occurring in the fiscal year ended September 3
anagement team was strengthened with a new Chief Financial Officer, and the addition of a Senior Vice President with responsibility for over
nts division and costs associated with that system, failed to assure that the system maintained books and records accurately reflecting inven
 er of adjustments to the financial statements for the year ended December 31, 2004 that, although not material in the aggregate, affect vario
es in internal control" appearing in the first sentence of the third paragraph, since KPMG informed the Chairman of the audit committee via te
   record our inventory quantities in an accurate and timely manner; and 2. Our accounts payable process failed to adequately reconcile our ac
e technical skills relative to accounting for income taxes. In addition, the Company’s income tax accounting policies and procedures did not p
 ethodology used in the analysis, management of Ault agreed to modify the analysis. The modified analysis indicated that goodwill was impair
ond quarters of 2003. The restatement principally arose out of an intensified effort to reconcile certain general ledger accounts. As a result of
scovery of the accounting errors, management and the Audit Committee initiated an internal review of the Company's accounting records and
ehousing phase of our CDO business as derivatives in accordance with SFAS 133. This component of the restatement reduced our reported
Expressline operations onquarterly basis as a material weaknesses in internal control in connection withthe audit of our financial statement
 orrect the premature recognition of revenues from one transaction, originally recorded in July 2003. The restatement will result in a reduction
Q for the period ended January 2, 2005 (the “fiscal 2005 First Quarter Form 10-Q”), so that management, the Audit Committee and the Comp
 g principles generally accepted in the United States of America, the Company's internal controls were deficient, and the Company was unab
 me tax accounting matters, a lack of documentation, insufficient historical analysis and ineffective reconciliation procedures.
 the Company’s internal controls. The material weakness was caused by an inadequate control over the review process of the implementation
thisprocess have not been segregated.
 es in short-term interest rates and/or to enhance the credit rating of the securities ... On February 18, 2005, Countrywide’s independent audi
 ding the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO"). This evaluation resulted in the identification of certain material
  ht Board’s Accounting Standard No. 2. The Company has concluded that it had insufficient personnel resources and technical accounting ex
portable conditions under standards established by the American Institute of Certified Public Accountants: (i) lack of adequate preparation of
f the components of the income tax provision calculations and related deferred income taxes and to monitor the differences between the inco
nt. In connection with the preparation of our financial statements for the year ended December 31, 2004, we determined that certain errors ex
 erial weakness under the rules specified by the Public Company Accounting Oversight Board. The weakness related to the frequency of our
   approval of certain recorded transactions for financial reporting purposes and segregation of duties and formal documentation process for lu
dequate internal controls such that we were unable to ascertain our true financial condition. Plaintiffs contend that such statements and omis
 r 31, 2002, Grant Thornton LLP ("GT") advised the Company that it had identified certain deficiencies in the Company's internal control proce
tem of internal controls and operations. The Company has taken and intends to continue to take measures to cure these weaknesses, which
  ntified a deficiency in the Company's internal control that Deloitte considers to be a "material weakness" under standards established by the
onal related control procedures. The Registrant's audit committee has discussed the foregoing with PWC, and the Registrant has bolstered i
 titute a material weakness in the Company's internal controls... The reportable conditions noted were (i) inadequate staffing and supervision
s. These matters related to internal controls with respect to the identification of pension liability, the timing and recording of settlement losses
  es represented a "material weakness" in the internal controls for the preparation of our consolidated financial statements for 2003.
 ss of the Company'sfinancial reporting systems in the future. As discussed in EFFECTIVENESS OFDISCLOSURE CONTROLS AND PROC
                                                •W
                                                 

  eview of significant licensing contracts; and 
 e implemented additional procedures to ensure that transactions affecting common stock are
Company’s internal controls: (1) the process to record the liabilities related to its large deductible insurance program and (2) the process utili
A Professional Standards) in theCompany's internal controls relating to the adequacy of documentation and levelof personnel within the Com
 course of the audit of the Company’s financial statements for the year ended December 31, 2003, PwC noted a material weakness existed in
 ols review for the year ended December 31, 2003 and 2002. In particular, the aforementioned weaknesses in both our Disclosure Controls a
  y the restatements that they consider to be reportable conditions under standards established by the American Institute of Certified Public Ac
nciples to complex transactions; lack of adequate finance and accounting staff to appropriately identify and evaluate accounting for transactio
untants. Deficiencies identified by PwC included a possible insufficiency in the personnel resources available to adequately maintain our finan
 jects, until we have performed all major phases of the work. In addition, our auditors have advised us that these matters are considered a "m
stablish reserves when appropriate; Microtune lacked adequate internal controls to assure its financial statements were fairly presented in co
d the Audit Committee wereinformed by our independent auditors that they considered that there was a"material weakness" (as defined unde
  ile we believed that we had adequate policies for proper recognition of revenue, we agreed with KPMG that our implementation of those poli
ate internal controls and were therefore unable to ascertain our true financial condition; and (iii) as a result of the foregoing, our financial state
on of these obligations were related to transactions prior to the fourth quarter. However, since the impact on any given period would have bee
 general ledger. The purpose of these controls is to ensure proper segregation of duties within the identified functional areas.
                                                                                       ·
                                                                                       

  will not be prevented or detected. The material weaknesses identified are as follows:
 In planning its assessment of internal control, management determ
 ican Institute of Certified Public Accountants and the SEC. The identified internal control deficiencies relate to: - a material weakness invol
e federal securities laws, specifically Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, relating to our announcement that we
  sult of our findings described above, during the first quarter of 2004, we began implementing the following improvements to our internal cont
ounts on the balance sheet and the underlying differences between the tax and book bases of the related balance sheet items. This resulted
 rol deficiency constitutes a material weakness ... Management’s assessment of the effectiveness of the Company’s internal control over fina
a result, management has concluded that the Company's internal control over financial reporting was not effective as of the year end as conte
  iciency in the design and operation of internal controls relating to documenting and reporting international distribution marketing expenditure
  ns of account balances, analysis and review of transactions, balances and adjustments, may have contributed to the number of adjustments
 s Energy International, Inc. at December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended…, i
ny accounts were not being reconciled in a timely manner. These individual material weaknesses collectively represented an overall material
 affed in our revenue accounting function and that we did not have personnel with the appropriate experience required to properly account for
  ns of account balances, analysis and review of transactions, balances and adjustments, may have contributed to the number of adjustments
  nt of our consolidated financial statements for 2001, 2002 and the first two quarters of 2003. Effective October 1, 2003, we instituted a new p
s and at December 31, 2001 the Company’s current liabilities exceeded current assets by $5.8 million. These factors as described in Note 1 r
 ces which ultimately resulted in our restatement of our interim consolidated financial statements and the tax provision and deferred tax accou
udit Committee are aware of conditions relating primarily to our product return and sales order processing policies and procedures that are co
Management reported, and the Audit Committee agreed that material weaknesses in internal controls related to the completeness of accounti
                        b
 r assets that could not
e located or were no longer in use resulting in a restatement of previously reported amounts for the years affected by
 complete or inadequate account analysis, account reconciliations and consolidation procedures. The auditors further noted that the adequac
 ted to deficienciesassociated with the timeliness of preparation and inadequacy of reviewassociated with certain cash account reconciliations
 ulations. The models are complex and require manual intervention, both of which are factors that increase the propensity for human error. D
                                                                                                 S
                                                                                                 

 ses had not been adequately quantified or provided for in the allowance for doubtful accounts.
ignificant Deficiencies
•        We found ge
                                                                                                             (i)
 material weaknesses in the Company’s internal control over financial reporting as of December 31, 2004: 
 As of December 31, 2004, the C
 ed in the amendment ofthe Company's Form 10-Q for the quarter ended March 31, 2003 in order to restatethe Company's consolidated finan
  2004, SOP 90-7 required an adjustment of $1 million of deferred issue costs in respect of the Company’s $255 million outstanding principal
 , it was determined that a portionof an expected income tax benefit had been recorded twice in 2001, once at theGerman subsidiary and onc

  internal controls that it considered to be material weaknesses in the effectiveness of the Company's internal controls pursuant to standards
s established by the American Institute of Certified Public Accountants. The identified deficiencies generally relate to (i) adequacy of the train
 ndition constitutes a material weakness under such standards. In planning and performing the audit of the Registrant’s consolidated financia
enerally Accepted Accounting Principles (GAAP), we are required to recognize the annual amount of lease expense using the straight-line me
  the company who did not have a full understanding of pertinent accounting and financial reporting principles and as a result of the untimely r
 and (2) there were an insufficient number of qualified accounting personnel appropriate for their positions, specifically within the external fina
 d−end Accruals; Inventory at Outside Processors; Cost Accounting; Raw Material Inventory; Environmental Liabilities; Litigation and Insuranc
  nology policies, procedures and standards; development of a comprehensive enterprise-wide business continuity and disaster recovery plan
 tion is communicated to the Chief Financial Officer, and (2) the internal accounting controls regarding segregation of duties. The Company b
 eciation and amortization expense in its audited financial statements for the years ended December 31, 2001 and 2002 and in its unaudited
nt various initiatives intended tomaterially improve our internal controls and procedures to address thisweakness. These initiatives ad
 ted States, and prepare financial reports in compliance with the rules and regulations of the Securities and Exchange Commission. In partic
 d in the second and fourth quarters of 2003 and related to the inadequacy of review and supervision of the preparation of accounting records
ntation for capitalized software, formal procedures to reconcile inter-company accounts and transactions and a lack of segregation of duties
weakness in the operation of its internal controls over financial reporting. The Partnership also failed to obtain fair market value quotations for
  orting purposes and (2) documentation regarding the issuance and terms of certain derivative securities issued as compensation to employe
 icienciesand expect to take necessary corrective actions in the future to eliminate theseweaknesses. -- didn't find additional info, and I think
 ishment of standards for review of journal entries and related file documentation.
 to GAAP as set forth in the SEC Letter, Management concluded that the Company’s previously reported fixed assets and deferred lease credits had been
atters tobe a material weakness, as defined by the standards established by the AmericanInstitute of Certified Public Accountants, involving t
 ack of segregation of duties, (c) the lack of adequate account analysis and reconciliations, which resulted in inaccuracies in the Company's r
Audit Committee with a letter discussing a material weakness in internal controls over OCA's financial statement close process for the year e
 2005, because of the effects of inadequate procedures to reconcile the Company’s offsite finished goods inventory to the general ledger and inadequate in
 l control issue which PwC considered to be a material weakness in that changes in circumstances, internal reporting and management struc
  cial information. For this reason and based on the other risk factors described in the company’s Form 10-K for the fiscal year ended March 3
material weaknesses in the Registrant's internal accounting controls relating to the execution, administration, and accounting for contracts, pa
  dit Committee of the Board of Directors and management of NUI, PwC identified certain conditions that created a material weakness relating
 atements, which generally related to the recording of accruals, were the result of not having appropriate controls over the estimation process
a public company because the accounting system platform has significant limitations... [2] Our policies and procedures with respect to record
 g as defined by the Public Company Accounting Oversight Board. We have reflected this correction in our reported results for the quarter en
 and evaluate internal compliance with our newly established procedures. In connection with their audit of our financial statements for the yea
  stituted material weaknesses or significant deficiencies, during the fiscal years ended and as of March 31, 2004, 2003 and 2002… Deficienc  

  e of Certified Public Accountants. The identified deficiency was that the Company does not adequately monitor business activities and chang
  es were deficiencies in internal controls related to the recording of accrued liabilities, deficiencies in internal controls related to the documen
  e module of our Oracle information system, which includes all pending invoices, with our general ledger accounts payable ... Our independe
 Public Accountants. A number of financial statement adjustments were identified by our new independent auditors during the 2001 and 2002
ic Accountants.
ards established by the American Institute of Certified Public Accountants: (i) the lack of adequate preparation of account reconciliations and
 to fully remediate the weakness in internal controls by December 31, 2004. Although significant remedial actions have been taken, SunTrus
ts. The reportable conditions and material weaknesses relate to the December 31, 2003 financial close process and absence of appropriate
n the fourth quarter of 2003, it was determined that the Company’s consolidated statements of operations for fiscal 2002, and the first two qu
 that indicated a lack of timely and appropriate management review during the closing process. This reportable
   condition was not considered
les and regulations thereunder due to the following reasons: 
• we lacked a chief accounting officer having the necessary level of experience
nd supervision of the preparation of accounting records related to our foreign subsidiaries; insufficient resources to accurately prepare conso
ess as a result of our accounting system; Weakness in our financial reporting process as a result of insufficient controls over non-accounting
year ended March 31, 2004. We believe these measures materially improved our internal control over financial reporting during the quarter. A
terpret and apply new and existing accounting principles generally accepted in the United State of America ("GAAP") in our financial stateme
gnition of revenue. On June 7, 2004, our Audit Committee received a letter from Ernst & Young LLP (“E&Y”), our independent auditors, inform
mpany concluded that controls over the financial statement close process related to the determination of accrued liabilities and prepaid expenses were not
  that it considered to be material weaknesses … These controls and procedures were found to be deficient in identifying the accounting issu
  June 30, 2003. These material weaknesses related to certain deficiencies in the systems and processes used in the preparation of financial
 at were linked to continuing employment through fiscal 2006 that should not have been recognized as expense until employment had been f
ee, and year−end audit adjustments constitute a material weakness in the Company's internal control over financial reporting. E&Y has advis
 ory transactions related to cut-off issues. Our Chief Executive Officer, Chief Financial Officer, and audit committee are aware of these condi
nts. The Company voluntarily reported thesefindings to the U.S. Department of Justice in May 2004 and has implemented acompany-wide po
g 2003 and prior periods. These internal control deficiencies related to the conduct of certain former financial management and accounting p
distributed its Montevideo telephone directory each year during the October/November time frame and revenue recognition should h
roperly evaluate the accounting treatment for certain transactions the Company had entered into and assess the impact of such transactions
 ations.o Inconsistent application of accounting policies, including capitalization policies and procedures for determining unrecorded liabilities
ecified in the agreements.
 ernal accounting controls and the operation of such controls, resulting in restatements of those financial statements. The material weakness
 he timely reconciliation of energy purchases and sales. Our independent auditors, Ernst & Young LLP, have advised the Audit Committee th
                     q                                                                                 h
d that during their
uarterly review for the quarter ended March 31, 2003, they noted the Company
ad not properly accounted for private train
 ion and review of accounts and disclosures and the timely filing of financial reports with the Securities and Exchange Commission.
   certain customers … PwC indicated that it believes that the condition that enabled the deficiency to exist, including the lack of an effective m
 n our ability to perform adequate formal review and documentation of our accounting policies and procedures … The Audit Committee has b
 applying certain SEC disclosures and requirements, and (2) in PwC’s view, the Company and certain of its subsidiaries have insufficient per
                 p
  this concern
romptly and STATS’ management is taking action to address this concern. If STATS does not successfully address this concer
dit and had no effect on any previously filed financial statements. The oil and gas business has now been sold. // During the quarter there
 tors initially were not able to test accounts receivable at Beijing United and the total postings could not be fully reconciled with the general led
ants prematurely recognized revenue from contracts between Verdisys, Edge Capital and Energy 2000 in violation of GAAP and its own reve
 ccounting for domestic and international income taxes. In addition, our independent auditors have advised us that they consider these matte
 ties transactions on a timely basis.
 y recorded a bank participation advance. In fiscal 2001, we did not independently track our bank advance transactions and reconcile them to
  compliance with procedures. Also in February 2004, PwC advised the Audit/Finance Committee that these internal control issues collectivel
 .. The material weaknesses identified are as follows: The monthly and quarterly closing procedures did not provide information on a timely b
 d other post-employment benefits were determined based on certain key assumptions supported by calculations. As a result of auditor inquir
 d have caused them to make reference to the subject matter of the disagreement in connection with their report, except that in connection w
 certain prior periods. These weaknesses, which have been communicated to the audit committee, pertain to the account analysis, review pro
eliance on manual processes for identifying and making adjustments and for consolidating financial information, particularly with respect to S
sing numerous adjusting entries to the final general ledger. In addition, many account balances required extensive reconciliation and outside
                           u
 e “material weaknesses”
nder U.S. accounting standards.
s in accordance with title transfer, risk of loss and related shipping terms. [Our firm] also noted a material weakness related to our need to inc
 adequate staffing in the accounting department; accounting for consigned inventory and inventory costing.
 e insufficient to meet such deadlines. Deloitte communicated this matter to the audit committee. The Company has authorized Deloitte to res
  deficiency constituted a material weakness in the Partnership's internal control over financial reporting as of December 31, 2004.
s necessary for the Company to develop reliable financial statements…The restatements were primarily related to (i) improper reconciliation
ded December 31, 2004 by March 16, 2005 ... As a result of this revision, Brigham expects that it will report in its Annual Report on Form 10-
                                  

 Public Accountants, or AICPA: Processes relating to account analysis and reconciliations including lack of timely management review, which
n, the Company has also identified certain deficiencies which King is currently addressing... As previously announced on December 8, 2004
 forensic accountants. As a result of the investigation, we identified some weaknesses in our internal controls that had no effect on our financ
cess. As a result of this material weakness, we recorded a significant number of adjustments in preparing our financial statements for the ye
 weakness (as defined bystandards established by the Public Company Accounting Oversight Board (UnitedStates)). In its communications w
 d improvements
quired building rather than the lease term. In addition, due to our total head count of four, they have also identified certain segregation of dutie
amortization of premiums paid, origination fees and direct costs of auto installment contracts held for sale, which, under FASB Statement No.
 atter involving the Company'sinternal controls and operation were considered to be "reportable conditions,"as defined under standards estab
 debts in Brazil during this period. Senior management became aware of these issues in 2004 through the reporting procedures established u
 stituted "material weaknesses" in our internal controls, specifically relating to a lack of process controls over period-end analysis of deferred
ontracts terms and to support the accounting for fixed assets and (ii) an inefficient financial reporting closing process as disclosed in the Com
ors and promptly brought them to the attention of our audit committee and auditors. As a result of correcting these errors, in this annual repor
eview and verification by the Company in 1998 of tax basis data relating to net assets contributed by the Company to Equistar in December 1
 on and review processes for significant accounting entries, including entries relating to acquisition accounting. / Based upon our review and
                                         joint
 of transactions involving certain of our
 venture arrangements and company and related party guarantees. We took steps to improve our
n and decreased fiscal 2002 net income from the software division by $123,000. These revisions had no impact on the statements of operati
esults of audit procedures, KPMG has advised the Company that nothing came to its attention that leads it to conclude that any of the Compa
ntain effective operation of internal control over the application of U.S. generally accepted accounting principles, which resulted in a material adjustment to
 ." The material weaknessindicated that there was inadequate segregation of duties within our accountingfunction. We believe this resulted fr
he material weakness gave rise to a number of adjustments under generally accepted accounting principles, and adjustments relating to the c
o $3.4 million. Retained earnings and income taxes payable at May 31, 2003 were modified accordingly. For a detailed description of the res
                                                                                                               a
nd resulted in an overstatement of our South Region’s accounts receivable as of December 31, 2003 by
pproximately $1.6 million and an un
es for financial reporting. The deficiency identified related to insufficient internal controls over revenue recognition to ensure transactions wer
 red to be, in the aggregate, a material weakness. These consisted of, inadequate staffing and supervision leading to the untimely identificatio
 counting records to redistribute these costs to the correct expense classifications. Our independent accountants indicated that the identified
  group to effectively control the increased level of transaction activity, address the complex accounting matters and manage the increased fin
                                                                                                                 o
 completed the roll−out of our new billing and cash collection system (O/P/S), which aided in the discovery
f the discrepancy. The O/P/S syst
 reporting matters were not designed or operating effectively as of December 31, 2004. For these purposes, complex transactions and financ
 ounting errors. The adjustments related primarily to the manner in which its Carlisle facility estimated and recorded monthly financial informa
 ay individually or together constitute a material weakness, include: inadequate management level controls; inadequate credit screening proc
 idiary and the recognition of revenue related to recording of incorrect margin on the same long-term construction contract; and Second, a we
 outstanding Insurance Premium Financing (“IPF”) loan trial balance was not being reconciled to the amount included on the general ledger a

 ng of deferred tax assets, including the related deferred tax asset valuation allowances, in accordance with U.S. generally accepted account
 ion pay (which was not in conformity with generally accepted accounting principles ("GAAP")) and self-insured obligations. In order to reduce
 ior periods arising from profit commissions under two reinsurance contracts,
 uties within the accounting function, leaving all aspects of financial reporting and physical control of cash and equivalents in the hands of the
 tions and account analysis of certain balance sheet accounts; and 3. untimely and inadequate communication of Escalon policies and proce
uation of such controls, and that there was a significant deficiency or material weakness in the registrant's internal controls. Livingston Wacht
 e of Certified Public Accountants. ...   The Form 10-K also discloses that as a consequence of the restatement of the Company’s historical financial state
 YPSC) order regarding the implementation of N.Y. Intrastate Access rates. As a result of the findings, the Company has assigned a designa
 adequacy of documentation retained to support accounting entries and certain judgmental accounting areas; inadequate internal review on s
P reported to and discussed withmanagement and the Audit Committee a material weakness related to certaininternal controls surrounding th
  responsibilities with respect to the use of accounting software. The Company plans to remediate these weaknesses through improvements
 had embezzled funds from us over a period of several years by exploiting weaknesses in our internal controls related to the segregation of d
d the cumulative impact of these corrections would have resulted in a material increase to our net income for the third quarter of 2004. The c
e was in place to insure all relevant loan data was entered into the Company’s loan system. Additionally, a reconciliation of the net deferred lo
a timely manner, including: Insufficiently skilled personnel … Insufficient analysis, documentation and review of the selection and application
vely low level the risk that errors or fraud in amounts that would be material in relation to the consolidated financial statements may occur an
 aknesses and other deficiencies relating to our internal controls over financial reporting. Ernst & Young’s consideration of our internal control
es constituted "material weaknesses" or "significant deficiencies" as defined under the standards established by the Public Company Accoun
aud in amounts that would be material in relation to the financial statements may occur and not be detected … To this end, we have initially e
   the adequacy of our allowance for loan losses and the related provision for loan losses. The identified errors in the computation of our allow
 result of the material weakness, the Registrant's management believes that the report of its independent registered public accounting firm w
 t we need to reassess our existing finance organization resource requirements and re-evaluate the design and operating effectiveness of ce
 g a standard cost system to value inventory and inventory transactions is that standard costs (for material, labor rates, manufacturing overhe
uant to the Services Agreement are not sufficiently expert in U.S. GAAP and the requirements of the SEC and the Public Company Accountin
   technology departments. The reportable condition was that our accounting personnel lacked adequate training on our enterprise resource p
  material weakness indicated that there is inadequate structure within our accounting department. We believe this resulted from continued co
  They also cited a reportable condition with respect to our property record-keeping processes that did not constitute a material weakness.
 consolidated into the Company’s financial statements. Upon re-examination of the transaction and subsequent to KPMG’s dismissal, the Company has co
ur internal control over financial reporting.
s in our corporate governance, the departure of key personnel and the resignation of various of our directors. We previously experienced a ge
ular fixed price contract; (iii) the appropriate classification of changes in estimates of revenues and bad debt expense on various contracts; (i
any Accounting Oversight Board standards. ... As a result of the third quarter error, the company may conclude that, with respect to the recor
 ain significant internal control deficiencies that they considered to be, in the aggregate, a material weakness, including, inadequate staf
                

Accountants): a lack of suitable documentation or analysis of reserves for contingencies which consider the application of the “probable” and
  pany’s internal controls over its financial reporting. However, in connection with the audit of the fiscal year ended June 30, 2004, PwC inform
 to … The timely complete reconciliation of its operating account at the Federal Home Loan Bank…
 The Corporation's independent auditors
  condition which they deemed to be a material weakness in our internal controls (as defined by standards established by the Public Compan



 of management-level adjustments and entries. We have discussed these material weaknesses with our auditors, Moss Adams, LLP, who ha
urrounding the booking of our natural gas and oil reserves in the Production segment, inadequate controls over system access, inadequate d
e accounting staff andmanagement information systems to support our timely reconciliation and reviewof accounts, resulting in a delay i
Officer and Chief Financial Officer concluded that the restatement was reflective of a material weakness (as defined under standards establis
  T
…
he Company is initially focused on its key business areas including timesheet entry, contract administration, billing, revenue recognition, a
 e Company's auditors noted one reportable condition which they considered to be a material weakness in the Company's internal controls. T
 an statutory financial statements into U.S. GAAP consolidated financial statements has not reduced to an acceptably low level the risk that e
 arily in the areas of revenue recognition, re−work service inventory, excess and obsolete inventory, warranty inventory, overhead allocations,
   material weakness in our internal controls. A material weakness is a control deficiency, or combination of control deficiencies, that results in
 und leases, not over 40 years as applied to buildings that reside on land held in fee by the company. AMB did not segregate these assets int
 rm timely reviews, substantiation and evaluation of certain general ledger account balances; lack of procedures or expertise needed to prepa
  ng to the timely evaluation and recording of transactions related to the Company's Series B 15% Preferred Stock and the Company's put op
adjusting the consolidated financial statements. Therefore, the originally published financial statements furnished in a report on Form 8-K did
d to inventory purchasing and the human errors discovered, management was not able to specifically quantify the financial effects at March 3
Audit Committee that the following matters involving the Company’s internal controls and operation were considered to be “reportable conditio
  f Financial Officer, and in collaboration with the Company’s Board, is developing a plan to correct this weakness in internal control going forw

unting for certain equity transactions, financial reporting process and accounting for certain revenue transactions were inadequate and repre
 Committee that the following matters involving the Company's internal controls and operations were consideredto be "reportable conditions"
sources and inadequate review and supervision of accounting related to the calculation of preferred stock beneficial conversion features and

  over financial reporting. Recognizing these deficiencies, during the fourth quarter of 2003, the Company put in place a number of work-aroun
 ment and the Audit Committee determined that certain sales employees had improperly offered rights of return and exchange in violation of o
  option plan, the accounting for the Company's joint ventures including loss allocations, guarantees of returns and consolidation decisions, ac
 ial information systems. The Company intends to devote significant resources to revising its policies, procedures, and financial information s
 ption exercises by employees and directors since the plan's inception in 1994. Based on this review, the Company determined that variable p
 nicated that its conclusion was based on the following:       - bulk sales revenue recognition policy was inappropriately applied to            cer
 nicated to the Audit Committee and management regarding internal control matters with respect to segregation of duties and financial report
 ment Group and Corporate Tax areas, that it considered to be material weaknesses under Generally Accepted Auditing Standards. The wea
 fied two material weaknesses, as defined in Public Company Accounting Oversight Board Standard No. 2, in our internal control over financi
 s. Our auditors believed that the increase in volume of routine transactions entered into by Encore Credit, the introduction of complex transa
   established by the by the Public Company Accounting Oversight Board. These deficiencies, which were noted across all of the Company’s o
 ountants advised us that there were material weaknesses in the application of accounting principles and policies that led to the restatement o
of a material weakness in our internal controls in this area. Members of our management and our Audit Committee have investigated this ma
   in Tripath's internal controls concerning the effectiveness of Tripath's Audit Committee and Tripath's ability to estimate distributor sales retu
  d. Three of these deficiencies were classified as significant which when aggregated meet the definition of a material weakness in our system
  operating leases. Theadjustment to revenue and the footnote disclosure deficiencies were detected inthe audit process and have been ap
e that certain indirect costs associated with the production process were properly classified in the Company's financial statements ...   • The Company fai
 2, the Company discovered certain errors in the classification of reimbursable costs in its consolidated statements of operations from 2002 through June 3
 sing with remediation actions. Specifically, we are improving the controls and procedures related to the company’s new business processes
without limitation, insufficient supporting documentation submitted to the Company’s tax department for purposes of calculating the income ta
 f Financial Officer determined that a material weakness existed in the design of the Company’s disclosure controls and procedures, and acc
  ess principally focused on the Company’s quarterly consolidation process, including intercompany transactions relating to the Company’s Ca
n or Exchange of Debt Instruments” and EITF 98-14, “Debtor’s Accounting for the Changes in Line-of-Credit or Revolving Debt Arrangement
 rogram which have been or are in the process of being remediated. If we fail to complete our evaluation, including the necessary testing and
 nt deficiencies. Specifically, management identified a material weakness related to procedures in the purchasing process, and certain weakn
 opriate accounting for the matter that was the subject of the restatement. Specifically, the controls and procedures did not result in proper rec
ecifically, as of March 26, 2005, (i) the Company’s internal control policies and procedures over adjustments to inventory to the lower of cost
 terest on the convertible debt, causing certain of the notes to be in default as of June 30, 2004. The accounting for this default is included in
 lement additional controls in our commercial loan system to minimize the risk of errors in the calculation of certain loan fees, the need to imp
eakness. As a result of the logistical oversight by one of our primary freight carriers, a material shipment of products was not picked up by the
 hese matters relate to the financial statement close process and accounting personnel…
management to conclude that “material weaknesses” exist … As a result of the material weaknesses above, we concluded that our internal c
                                                                         T
 Current Report on Form 8-K filed with the SEC on March 14, 2005. 
he company has determined that the control deficiencies that resulted i
weakness” in our internal controls over financial reporting…. The material weakness related to a failure to record an accounting entry for a m
ess of completing its remediation, which will include automation of certain manual processes, new asset tagging procedures, and new contro
ed public accountants indicating that the error was attributable to a material weakness in the Company's internal control over financial reportin
   in our statement of operations for the three month period ended October 2, 2004 rather than reflecting such adjustments as cumulative tran
e physical inventory observation at one of our Security Products locations. We believe that this weakness did not affect the accuracy of our fi
    reporting units and over 600 operating locations worldwide, we estimate that we have well in excess of 20,000 key controls over financial re
  tracking of construction in progress.
 e financial reporting process with respect to the Company's ability to properly apply generally accepted accounting principles to non-routine t
r-end reporting schedule is too compressed, allowing insufficient time for the Company to perform adequate reviews of its accounting record
  ted results. Our external auditor identified this issue as a reportable condition and a material weakness, which means that this was an issue
 ets established through accumulated other comprehensive loss. In connection with restating our consolidated financial statements as of Jun
  for the three months and nine months ended September 30, 2004. The Company is taking immediate corrective actions…
  two adjustments that were made in the course of their review process that, in their view, should have been identified and resolved by the com
    could result in a material misstatement of our annual or interim financial results. Our independent registered public accounting firm conclude
  l weakness as “a significant deficiency or combination of significant deficiencies, that results in more than a remote likelihood that a material
 untants of errors related to our accounting policy and treatment of the subsequent reversal of deferred tax asset valuation reserves establish
ard. These matters relate to our processes of identifying related parties and reviewing and approving our CEO's expense report…
of form 10Q in accordance with applicable SEC guidelines; 2. The Company uses spreadsheets to perform consolidations, without appropria
arbanes-Oxley Act of 2002, Vital Images discovered that it had not recognized deferred revenue from certain maintenance and service arran
weakness noted by the auditors relate primarily sufficient human resources within our accounting and financial reporting function and the pre
 be a “material weakness” that, by itself or in combination with any other factor, may result in a more than remote likelihood that a material m
nal entries at the consolidation level but not recording them at the subsidiary level during the course of the year, resulting in accumulated diffe
pect to the Company's reporting of the various components of the June 2004 private placement of Series A preferred stock and warrants. As
    and 2003, and the quarter ended April 4, 2004 (the “2003 Restatement”). In connection with the 2003 Restatement, the Company’s auditors
nagement and the Audit Committee material weaknesses related to our general computer controls and the application of our revenue recogn
 ly, the Company’s finance function experienced significant staff turnover, resulting in the loss of process knowledge and the use of corporate
  ndependent accountants, and the Company’s financial statements were thereafter promptly restated. Subsequent to these actions, the Com
 to the settlement agreement with the IRS relative to the 1987 through 1989 tax years and (c) prior to and upon entering into the June 24, 200
    processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company’s disclosure o
  ntifying the deficiencies and implementing corrective measures, which includes the establishment of new internal policies related to financial
g department. We believe this resulted from continued cost cutting efforts, which resulted in the termination of employees during our fiscal ye
 tters involving the Company’s internal controls and operations were considered to be “ reportable conditions,” as defined under standards es
 al years 2003 and 2004. Management immediately undertook an intensive program to complete and/or re-perform such account reconciliatio
   the analysis and reconciliation of income tax accounts, (b) resource constraints related to the income tax accounting function and (c) incorre
nior management and the Audit Committee of our board of directors that our processes, procedures and controls related to the preparation a
 fied Public Accountants. The auditors noted that these material weaknesses had led to restatements of the financial statements of certain of
  its annual financial statements for the fiscal year ended February 29, 2004 and the quarterly financial statements for the fiscal quarter ended
ur financial reporting, including material weaknesses related to the accrual of contingent liabilities and in the monitoring and oversight of third
be unwilling to relyon our Chief Executive Officer representations in connection with its review ofour operating results. In performing its review
were not sufficient, resulting in a material weakness under standards established by the American Institute of Certified Public Accountants. T
ompany is in the process of remediating. The Company has also identified a material weakness in the effectiveness in internal controls over f
       
                                                      

sults 3. Failure to timely address significant audit findings In light of these matters, the Company’s Chief Executive Officer and Chief Financia
                                                                                            

 accounting personnel regarding the application of US GAAP and SEC requirements; 2. insufficient written policies and procedures for accou
his material weakness and is taking additional steps to cure the weakness. Prior to discovering the error giving rise to the second restatemen
consists of the Company's failure to record within its general ledger on a timely basis the issuance of common stock and warrants. The finan
 er financial reporting that it considered to be "material weaknesses." … BDO advised the Audit Committee of Trinity Learning's Board of Dire
s; however,this process failed to catch discrepancies in shipping and credit terms oncertain invoices produced and sent to a certain custome
ring the periods under review that are considered a material weakness (as defined in Public Company Accounting Oversight Board Standard
ng were not effective. We have determined that the accounting treatment of certain goodwill and other intangibles related to our foreign acq
anagement, including the Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s disclosure controls and pro
                                                             

eview of the Consolidated Statements of Cash Flows. … …The Company's procedures to date have identified certain gaps in its internal con
 ervision related to intercompany accounting and foreign currency translation processes; (iii) insufficient documentation regarding the Compa
 l weakness was due to lack of proper segregation of duties in assessing the work of our third party service provider, initiating journal entries,
prior periods. The weakness related to ineffective account reconciliations between the detailed customer billing records and the general ledg
ompany has limitations on its ability to provide adequate segregation of duties and employ other common internal control practices. While th
ts regarding accounting, internal accounting controls, or auditing matters. 
- Section 301 of the Sarbanes-Oxley Act of 2002 requires our Au
 actuarial valuation of our workers’ compensation and black lung benefit obligations. This material weakness led to a restatement of our 2002
oard of directors and our management that numerous entity level controls were limited or not in place, including the need for additional skille
he Company's internal control over financial reporting in connection with energy contracts. During fiscal year 2004 and the first part of fiscal y

ncial reporting as of January 31, 2005 because of the effect of a material weakness on the achievement of the objectives of the control criteria and contains
 m considered to be material weaknesses in our financial reporting process, as defined by the Public Company Accounting Oversight Board…
 er and theproper segregation of duties of the accounting department. On November 12, 2004,the Company's independent registered public
                                                       

ccounting expertise within its accounting functions; • failure in the design and operating effectiveness of identified controls in preventing or de

                                                                              

• The financial statement close process and knowledge of US GAAP; and • Adequate segregation of duties.

ation relating to the Company's accounting records and the inadequacy of review and supervision of the preparation of accounting records...
e (i) recorded, accumulated, processed, summarized and communicated to him on a timely basis and (ii) reported within the time periods spe
on in the fourth quarter of 2003; $0.1 million in the first quarter of 2004; and $0.7 million in the second quarter of 2004. 
 Revenues for the
 garding Camco's internal controls. The deficiencies and weaknesses noted were related to (i) the designation and recordation of loans held f
re periods. As a result, the Company has determined that its disclosure controls and procedures related to Cortelco Shanghai were not effec
quarter of the current fiscal year.
he establishment and/or adherence to appropriate internal control and (ii) took actions or directed subordinates to take actions that circumven
 taling $755,260. The errors were uncovered in internal reviews by the Company, and involved weaknesses in the accuracy of certain produc
 ompany’s internal controls and procedures within the areas of revenue recognition, accounts payable, cash disbursements, inventory accou
 onsiders to be material weaknesses in the effectiveness of our internal controls pursuant to standards established by the Public Company A
d supervision leading to the untimely identification and resolution of certain accounting matters; failure to perform timely cutoff and reviews, s
 ters that it considered to be reportable conditions under standards established by the American Institute of Certified Public Accountants. Spe
 d not comply in material respects with the accounting requirements of those standards, and observed deficiencies in Fannie Mae’s process o
mmittee concurs. These conditions relate to findings pertaining to the commercial-related loan portfolios at Wyoming County Bank ("WCB") a
 ny's accounting/finance department for proper recording into the Company's accounts. The second relates to the adequacy of supervisory re
bsence of documented support for, and review of, certain manual accounting entries and consolidation adjustments and (3) lack of sufficient

 y to provide timely reconciliation and reporting of inventory and cost information at ASI as a result of conversion to a new ERP system, which
g firm, reported to our board of directors and management that it had identified a significant deficiency that it considered to be a material wea
d/or deficiencies, all of which have been or are in the process of being implemented. 1. Deficiencies related to design of policies and executio
ancial reporting which include (i) the communication between business unit personnel and financial reporting personnel with respect to the ac
 f $7.4 million for the nine months ended September 30, 2004. The error was identified by the Company in the course of a review and invento
…were ineffective with respect to fiscal years 2001 through 2004 to ensure that information required to be disclosed by us in reports that we
o accounting for compensation expense attributable to stock options granted, a tenant allowance and the recognition of rent expense as of t
 h Logistics International Services, Inc. (f/k/a “Global Transportation Systems, Inc.”) and Global Container Line, Inc., its wholly owned subsidia
or financial reporting. KPMG has informed the Audit Committee and management that it believes such deficiencies are a “material weakness
 y, the Company’s controls over its selection, application and monitoring of its accounting policies related to the effect of lessee involvement i
   our financial reporting process… The internal control structure deficiency identified by our independent registered public accounting firm wa
                                                                 

  ess. The material weaknesses consist of failures to ensure: • an appropriate level of review of those significant financial statement accounts
 relate to the recording of certain intercompany transactions… 

 dentification of a “material weakness” … in internal control over financial reporting. The material weakness identified related to the Company
 ecifically, GrantThornton found that there was a lack of procedures in place to effect anadequate segregation of duties over cash and
         •
   2003:
The “tone from the top” established by the former executive officers was inappropriate to the establishment of an environment in whi
   404 of Sarbanes-Oxley of 2002. At December 31, 2004, we had seven employees, one of which (our Chief Financial Officer) was engaged
olicies and procedures related to its financial reporting processes did not provide for effective management research and review by adequate
with the appropriate level of experience to effectively control the increased level of transaction activity, address the non-routine accounting ma
  mber of our financial and accounting personnel make it difficult to create a backup knowledge base enabling personnel to fill in if one individ
 able to conclude that the company's internal controls over financial reporting are effective as of Dec. 31, 2004. Therefore, PricewaterhouseC
 nt auditors, these internal controls related to (i) accounting personnel with insufficient depth, skills and experience in evaluating complex leas
 deemed to be realizable. Mentor Graphics then recorded a valuation reserve for the deferred tax asset that was created as a result of this be
                                                          T
nsation charge in the third quarter of fiscal year 2004. 
he investigation report did not identify any fraud or intentional misconduct by the Com
Audit Committee determined that the restatement was required because it incorrectly accounted for: (A) grants that were made to new hires o
 inancial reporting, and a number of these deficiencies individually or in the aggregate may constitute a “material weakness” …. These mater
 lieve that these adjustments constitute a material weakness in our internalcontrol system related to our closing process.During the year ende
  the lack of an audit committee of the Board of Directors represents a material weakness in the internal controls over the Company’s financia
Our principal executive officers and principal financial officer have concluded that the errors were the result of a material weakness that exist
 ommittee and management that Ernst & Young LLP considered that there was insufficient knowledge and experience of US GAAP in the Com
 nue recognition; 

• the Company needs to enhance the training provided to employees with respect to software revenue recognition; and
 he change in fair value of the Company’s portfolio of mortgage loan funding commitments where the interest rate has been locked and related financial de
 04, we did not maintain effective internal control over financial reporting based on the COSO criteria.
 in the company’s Form 10-K that internal control over financial reporting was ineffective as of December 31, 2004, and SIRVA expects an ad
  Company’s accounting department limits the extent of separation of duties, certain steps could be taken to separate incompatible duties suc
s to correct errors as announced in February 2005, and a number of events provide indications of an ineffective financial closing process at D
 ected to issue an adverse opinion with respect to internal controls over financial reporting. As previously disclosed, the significant internal co
ept that, on January 7, 2005, McGladrey provided a letter to the Audit Committee and management of the Trust noting two reportable conditio
 s financial reporting requirements. The lack of sufficient senior financial accounting and reporting personnel impacts the Company’s ability to
 f the Company not having the technical expertise to apply the specific accounting requirements of Statements of Financial Accounting Stand
 he lack of a permanent Chief Financial Officer, ineffective delegation of authority and responsibility, insufficient instruction to employees resp
Company to develop reliable financial statements. E&Y also indicated that it was withdrawing their reports because it believes that at the time

m license development contracts using the percentage-of-completion method of accounting.
management’s review of our accounting policies and internal control over financial reporting, management determined that we should have re
 o inadequate documentation supporting the Company’s revenue recognition procedures in certain of its operating divisions.
ary to correct our application of Financial Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts, an interpretation of APB
nting knowledge, experience and training in the application of generally accepted accounting principles commensurate with the Company’s fi
 ch required additional adjusting journal entries to correct. Our auditors believe that the aggregate of all adjusting journal entries that we reco
 ... The material weakness identified by the Company was the insufficient supervision and oversight of certain local accounting personnel wit
ate actions of certain former officers of the Company, and the complexity of guidance relating to the accounting for vendor allowances. Prior
15(f) because certain errors were made in accounting for the separation agreement we entered into during that quarter with our former chief
m 10-Q as of June 30, 2004 as a result of previously reported incorrect account balances at this subsidiary. These adjustments were the res
                                                                                   that,
needed to be re-evaluated and strengthened. J.H. Cohn informed the Audit Committee 
 due to the growth of the Company, the acquisition of the Aviel E
   collection accounts; and (2) the lack of sufficient specialized securitization accounting personnel. The material weakness related to
ectly calculated itsstraight-line rent expense, related to deferred rent liability and depreciationexpense on long-lived assets on certain leased
 torical financial statements for the period from 2000 through June 30, 2004. This restatement is described in more detail in Note 2 to the Fin
financial policies and procedures, and accounting books and records. The Company does not have policies with respect to financial data doc
material weakness in controls over closing procedures and the accounting for non-routine transactions. Our auditors determined that the Co
 eporting with respect to our Japanese subsidiary relating to the ineffectiveness of the procedures relating to our Japanese subsidiary for time
  organizational structure that compromised the regional finance function’s independence in evaluating judgments and estimates to achieve a
  over the completeness of accounts payable. Specifically, we failed to identify and record, at year end, certain of the Company’s general ope
 ed in the fourth quarter and the classification of deferred taxes. This situation arises from tax accounting involving complex tax rules relating
 andard No. 2. The fact that we will restate our financial statements, as described above, indicates “material weaknesses” as defined by thes
ng point. As a consequence, we restated our balance sheet for the fiscal year ended December 31, 2003 to reflect an increase in inventories
ould need to be restated. As aresult of the errors noted the Board of Directors performed an investigation.Subsequent thereto, all of the o
arters ended March 31,June 30 and September 30, 2004 as reported in Item 4.02 of Form 8-K datedJanuary 14, 2005.
n internal control over financial reporting consists of a lack of sufficient knowledge and experience among the Company’s internal accounting
material weakness” in our internal control over financial reporting. The following material weaknesses and/or reportable conditions in our int
e statement of stockholders’ equity.
                          •
of December 31, 2004. 
Inadequate general computer controls related to 1) application and infrastructure change controls; and 2) security a
er 25, 2004, determined that certain lease accounting entries originally recorded in April 2001 were in error...
   of the Public Company Accounting Oversight Board Auditing Standard No. 2. The material weakness relates to the company's accounting fo
opinion as to management's assessment and as to the effectiveness of our internal control over financial reporting as of December 31, 2004
 g for inventory at our United Kingdom subsidiary. Management has concluded that the internal control deficiencies that made the restatemen
ngualcontroller. (See Item 4. (b) below.) ... These correctivemeasures include:              1) Hiring of a bilingual Vice President of finance.
ualified actuarial resources to assure timely review and detection of errors in actuarially determined information.
  ock options granted under the Company’s stock option plans and concluded that these controls were not effective. The Company has taken
 he controls over thissystem. These were reported by Ahearn, Jasco + Company, P.A. as beingdeficiencies resulting from the lack of personn
 orting. The material weakness related to the inadequacy of accounting personnel and certain communication procedures at Patterson Pump
  axes, were determined           to be deficient. Although the control activities, which included the        development of supporting document
                                      

 entified control weaknesses are: 
• a failure to ensure that individuals with responsibility for implementing and administering our hedge posi
 ning and experience to verify that revenue was recorded in the appropriate period. Furthermore, as of December 31, 2004, we did not maint
  failure to properly monitor the restricted payment covenant in its indentures constituted a material weakness ...
any Accounting Oversight Board’s Auditing Standard No. 2. Deficiencies in the company’s information technology general computer controls
a material weakness in the physical inventory process at year-end. The second is a material weakness in thefinancial close process. Neither
 icies, documentation, as well as disclosure controls and procedures. The material weakness arises from staff with inadequate proficiency to
n it completes the assessment required by Section 404 of the Sarbanes-Oxley Act.... In compiling its financial results for the quarter ended De
  consultant for financial accounting and reporting functions and,         b. lacks proper segregation of duties over the authorization and app
 ting function to effect a timely financial close process and to evaluate and resolve non-routine and/or complex accounting transactions; and (2) inadequate
ey individuals who were integral to our financial reporting process has resulted in our oversight and monitoring controls over our year end ext
 nd factors affecting lease accounting and leasehold depreciation practices. As a result of this material weakness in internal control, Friendly
ermination of this material weakness in internal controls ...
 tion 404 of the Sarbanes-Oxley Act of 2002 and therefore are not required to include in this report management’s assessment of the effectiv
any's balance sheet with the deferred tax asset and liability accounts...Accordingly, management has determined that this condition constitut
 x calculations, and therefore the Company’s internal control over financial reporting was not effective as of December 31, 2004. Accordingly
unting issues and their application under GAAP. At such meeting, management advised the Audit Committee that it had made a preliminary d
's Automated Clearing House. The purpose of these controls is to ensure proper segregation of duties within the identified functional areas.
 do not result in material adjustments to its financial statements this quarter, the deficiencies, taken in the aggregate, are significant enough t
counting practices and disclosed this to the Audit Committee of the Board of Directors and to the Company’s independent registered public accountants. A
cluding computational errors, and one related to the reporting of legal expense accruals ...
me taxes existed at December 31, 2004, and that such deficiency constituted a material weakness, as defined by the Public Company Acco
rns in the U.S. as of December 31, 2004 occurred and was not detected by the Company...
 m of internal control over financial reporting and has concluded that the control deficiency that resulted in the incorrect lease accounting repr
 f Position 97-2, Software Revenue Recognition, as amended, and has not had any restatements of previously issued financial statements...
error made in the valuation used to allocate the NOMOS purchase price and (b) properly account for certain contingently returnable shares of
 s deficiency constituted a material weakness in our internal control over financial reporting as of December 31, 2004 ... During the course of
 a result of this deferred tax and other related tax accounting miscalculations, the Company has determined that it has an internal control defi
                                                                                  

nual contracts and the accuracy of information pertaining to manual contracts • review and approval of accounts receivable, including related
ng Oversight Board Standards require that a restatement of financial statements be regarded as a significant deficiency in internal control ove
 ntories.During our evaluation of internal controls over our cycle counting procedures,we determined that our processes were neither sufficien
actors affecting lease accounting and leasehold improvement depreciation practices, due to an error in the Company’s interpretation of U.S.
  tatement of interest income ... As is required by Section 404 of Sarbanes-Oxley, management has done an assessment and concluded that
he area of information technology
e temporary and should be accounted for as a component of other comprehensive income rather than other-than-temporary and charged to
armaceuticals restated its financial statements for the years ended December 27, 2003 and December 28, 2002 for the effects of amortizing
                                                                       T
                                                                       

 Current Report on Form 8-K filed with the SEC on March 14, 2005. 
 he company has determined that the control deficiencies that resulted
  he error was detected and corrected prior to the filing of our Form 10-Q.
 ounced his resignation to pursue another opportunity, but agreed to continue to serve as our Chief Financial Officer on a transitional basis th
nd react in a timely manner to new accounting pronouncements and non-routine and complex business transactions ... As a result of this ma
ember 31, 2004 with respect to control over accounting for income taxes, when it completes the assessment required by Section 404 of the S
  he balance sheets and statements of stockholders equity and comprehensive income for Holdings and AWA. These accounting errors were
   on our Quarterly Report on Form 10-Q as of and for the periods ended September 30, 2004. Subsequent to the initial filing of the aforement
  ounting firm in connection with their audit for the year ended December 31, 2004.At December 31, 2004 we accounted for a put option incor

ccounting personnel to determine the appropriate application of authoritative accounting literature to its software contracts resulted in the ma
pany's internal control over financial reporting, the Company requested a Type II Statement on Auditing Standards ("SAS") 70 report from the three compa
s restated its previously issued financial statements to correct for this error... As a result of this material weakness in the Company’s internal control over financial reporting, m
  personnel with sufficient technical accounting expertise to ensure preparation of interim and annual financial statements without material m
of the aforementioned material weakness, we concluded that our internal control over financial reporting was not effective as of December 3
 es relate to: o A material weakness related to an agreement to purchase an entity with            which the Company had a prior business re
mate contractual adjustments and the provision for doubtful accounts. The effect of this was to reduce gross revenue (billed charges) and gr
ers, because they believed the documentation in each instance was not sufficient to support the proposed accounting treatment...
 venue recognition in the analysis of the impact that new customer contracts would have on the financial statements which creates a more th
  finance department, our disclosure controls and procedures and internal controls over financial reporting were not effective. Particularly in th
ns and factors affecting lease accounting and leasehold deprecation practices, and as a result, US Unwired Inc. concluded the Company’s p
  an inadequate level of finance staffing at our corporate headquarters, reduce the effectiveness of the corporate finance staff in its monitorin
el in conducting a comprehensive and detailed review of our tax reporting and accounting. Once fully implemented, management believes tha
outine transactions. 

 respect to the preparation of certain adjustments recorded by management related to the valuation of inventory... Because of the aforeme
ncy in question was that the Company's methodology for allocating goodwill resulted in an excess allocation of goodwill to one reporting unit c
utine or complex accounting matters, related accounting entries, and appropriate documentation, disclosure and application of Canadian and
andards No. 109, Accounting for Income Taxes, or SFAS 109 ... Based on the material weakness in relation to our lack of qualified expertise
on of legal entity profitability, income tax expense and the related income tax accounts ... These material weaknesses resulted in errors in accounting that
y also has received a revised, higher tax assessment from the German tax authorities after its March 2, 2005 release of 2004 financial result
on revenue with respect to our Culinary and Health Education programs with externships. In connection with these discussions, and following
 th improved procedures for physical inventory counts. This change in internal control over inventory was reported in the 3rd quarter 10Q for
 Oversight Board's Auditing Standard No. 2. Consequently, management will be unable to conclude that the Company's internal controls over
                                                                                                                                                     

ve and timely review of the income tax accounts which lead to misstatements in current taxes payable and certain deferred tax assets and liabilities.

ernal control deficiencies, we initially overstated goodwill and understated our asset impairment expenses as of and for the year ended Decem
 determined not to be in accordance with accounting principles generally accepted in the United States of America. Accordingly, we have rest
pleteness of recordedamounts, (ii) inadequate reconciliation of account balances to supportingdetails and subledgers, and (iii) inadequate se
 er the Company’s employee stock purchase plan. Specifically, this material weakness relates to ineffective controls over assessing the term
ols requiring the reconciliation of the components of the Company’s income tax provision calculation to appropriate supporting documentation
 intercompany balances and transactions.
 ’s internal controls, financial reporting and board process controls. Under the AICPA standards, a “reportable condition” is a matter that com
 was completed in October 2004, the internal control structure at the newly formed First Citizens Bank was changed. It is the goal of manage
h that these transactionsare recognized in accordance with generally accepted accounting principles. Rentexpense during the year was unde
personnel with appropriate qualifications and training in certain key accounting roles in order to complete and document the monthly and qua
  se of the material weakness described above, management believes that, as of December 31, 2004, the Company’s internal control over fin
 ls we had in place with respect to the preparation of the Financial Highlights ratios in this Annual Report were not sufficient to reduce to a rem
ew of the tax provision prepared by a national public accounting firm that we retained in 2004 to assist in the preparation of our income tax pr
 ately $34 million of cash and cash equivalents to short-term investments...
  al accounting expertise. ... The Company lacks adequate processes and controls to ensure timely and accurate accounting for impairments
nying footnote disclosures in accordance with U.S. Generally Accepted Accounting Principles and the rules and regulations of the SEC. The insufficient co
ber 30, 2004, substantially all accounting                 department personnel, except for the controller, had departed                the Compan
h respect to certain retail customers ... As a result of the material weaknesses that have been identified to date, Lexar expects to disclose in
re available to offset the $196.5 million deferred tax liability recorded as part of the acquisition and accordingly a reduction in the Company’s

ments for the year ended December 31, 2004: 
• Insufficient controls over the determination and application of generally accepted accounting
 ss” in our internal controls.   G. When management completed its assessment of our internal controls, it was the audit committee that reviewed managem
on a timely basis by management or employees in the normal course of performing their assigned functions: (i) insufficient policies and proce
ior to revenue recognition. Prior to year-end, we had determined that we should recognize revenue in the quarter ended December 31, 2004
 fourth quarter of 2004, we determined that our controller had the ability to direct other personnel within the finance group to initiate and ente
ow.    The first material weakness relates to ineffective oversight and review of the accounting for revenue and the reserve for estimated refunds ...   The
ppropriate information technology access controls present as part of theauthorization of revenue process. The absence of these controls cou
ercentages that are commonly used for regulatory purposes. For non-classified loans, the estimated reserve is based on what Royal Banc
nal revenue recognition analyses. After discussions with our independent auditors, an audit adjustment that was material to the financial state
 As a result of this material weakness in the company’s internal control over financial reporting, management has concluded that, as of Decem
ain “significant deficiencies” in the Company’s internal control over financial reporting which management believes do not constitute “materia
 ounted for in accordance with generally accepted accounting principles (“GAAP”). To correct the errors, we restated our financial results for t
 vision for income taxes. 

 rial weakness discussed below, have not yet been fully corrected and are, therefore, not effective as of March 31, 2005 ... In light of the material weakness
The Company’s registered public accounting firm prepares the initial draft of the financial statements and related notes based on financial inf
 ion allowances received from landlords.
 to Central's billing system and the absence of a control to ensure changes to customer contracts are entered into the billing system timely an
his control deficiency could result in a misstatement of the accrued supplemental retirement plan liability and the related expense that would r
existed at December 31, 2004, but its assessment of the effectiveness of the Company’s control over financial reporting is ongoing and the e
  in the overstatement of revenue and accounts receivable ... Although the Company is still evaluating its internal control over financial reporti

 of Cash Flows for the fiscal years ended December 2003 and 2002. The restatement, which was filed today in the Form 10-K, resulted in ma
anuary 1, 2005, the Company's internal control over financial reporting was not effective based on those criteria.
eficiency consists of inadequate levels of review of complex and judgmental accounting issues. To address the deficiency Milacron is increas
 U Enterprises’ merchant energy segment. NU filed a Form 8-K on January 26, 2005 to provide notice of the restatement of June 30, 2004 a
fined under standards established by the Public Company Accounting Oversight Board). The material weakness related to the internal review
controls over the period-end closing process, spreadsheets, a third-party service organization and our fixed asset accounting process. Accordingly, manag
ly adversely affect its reputation, ability to obtain the necessary certifications to financial statements, and the values of its securities. The ass
 experience to apply generally accepted accounting principles to the Company’s transactions and to prepare financial statements that comply
 nherent subjectivity in estimating its allowance for doubtful accounts and contractual allowances, (iii) coordination and agreement with third p
 t deficiencies and now believes there are at least two material weaknesses in its system of internal controls related to the accounting for sales taxes and t
outside consultant toprepare and review our tax accruals. This consultant prepared our tax provisionfor the year ended December 31, 2004.T
hange Act / As more fully described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in note
 nces and the commencement of lease terms. This correction resulted in the restatement of operating results and financial position for the fis
s report and, to this extent, its internal control over financial reporting was not effective.
 arrants, which had previously been considered as part of our equity investment under APB 18, should have been accounted for as derivative
ct of which was immaterial (less than $2 million, pretax) have been corrected in the Company’s 2004 consolidated financial statements. Mana
rm 10-K for the year ended July 31, 2004 and its quarterly report on Form 10-Q for the quarter ended October 30, 2004 should no longer be
A, the Restatement has been necessitated by the Company’s prior presentation of certain items of revenue and expense on a net basis in cir
ntrol failed to identify errors in calculating the liability which resulted in an understatement of the executive retirement liability and compensati
 ot expected to be fully rectified by May 27, 2005. In addition, the company has received a letter from its independent registered public accou
e restatement resulted from a material weakness in the Corporation’s internal controls over financial reporting regarding the classification of p
eficiency constitutes a material weakness as of December 31, 2004. As previously disclosed in its Form 10-K filed March 22, 2005, management previous
 004, that was required tobe filed by the Company under the Securities Exchange Act of 1934, managementdetermined that the Company ha
and our Audit Committee of our Board of Directors that it considered our procedures for assessing and accounting for certain deferred tax as
ht Board, Auditing Standard No. 2, a material weakness is a significant deficiency, or a combination of significant deficiencies, that results in
 fact that the Company needed additional personnel and outside consulting expertise with respect to the application of some of these more c
ontrol deficiencies existed at our Chinese subsidiary, including a lack of oversight and local knowledge of revenue recognition with respect to
iciencies in internal control over financial reporting. Certain of these deficiencies are considered to be “ material weaknesses” as defined un
  material weakness is remedied, including hiring a new Vice President of Tax and additional tax accounting staff, as well as implementing en
04, we recorded a non-cash impairment charge of $375 million to write down NMCI contract-related fixed asset and prepaid software license
 internal controls did not identify this adjustment through the course of operations or through the process of preparing the financial statement
                                  A
eserves and cost of revenues. 
ccounting for Income Taxes. As of December 31, 2004, the Company’s control procedures did not include ad
  workload constraints, and 2) internal disclosure controls. In connection with its audit of the Company’s 2004 financial statements, Deloitte &
e the number of accounting staff with knowledge of Securities and Exchange Commission rules and regulations and generally accepted acco
over financial reporting was not effective at December 31, 2004. Toaddress the material weaknesses identified, management will monitor
me tax assets and liabilities, and the related         income tax provision. Specifically, management identified the      following related to the
deficiencies generally related to (i) segregation of duties around receipts and disbursements in the Company’s smaller reporting units, (ii) tim
ember 31, 2003, for the last two quarters of fiscal 2003, and for the first three quarters of fiscal 2004. See Note 2 in Notes to Financial Statem
constitutes a material weakness in the Company’s internal control over financial reporting ... Also, as a result of such material weakness, ma
generally accounting principles in the United States. As a result, management determined that certain expenses, primarily restaurant operati
kness as of December 26, 2004 in the Company’s internal control over financial reporting, management has concluded that, as of December
ng the fair market value of certain assets and liabilities were not effective to ensure that goodwill and the goodwill impairment charge were fairly stated in a
ndependent registered public accounting firm, Virchow, Krause & Company, LLP, advised management and the audit committee of our Board
003 and 2002 annual consolidated financial statements and 2004 and 2003 interim consolidated financial statements, and adjustments to the

two contracts involving the sale of our enterprise solutions software. The issue with one of the contracts related to the timing of the execution of the contra
 akness. The ineffective controls include (i)inadequate reviews to ensure accuracy and completeness of recorded amounts, (ii)inadequate rec
 cation of U.S. generally accepted accounting principles. Based on that evaluation, the Company’s CEO and CFO concluded that the Compan
ant to work closelywith the Company's Chief Executive Officer and to prepare the periodic financialstatement and public filings. Reliance on th
g for tax accounts related to the contributions in advance of construction, certain tax credits and non-regulated tax accounts, and insuffi
 ly reconcile accountbalances including the preparation of a tax balance sheet, incorrect accountingfor tax accounts related to the contrib
shed by the American Institute of Certified Public Accountants. The auditors noted that these material weaknesses had led to restatements o
mprehensive compensating internal controls. The Company is reliant upon this service provider for worldwide inventory management, produc
  broad access to our revenue and accounts receivable information technology systems, including access to system areas controlling revenu
 ccordance with the views expressed by the Office of the Chief Accountant of the SEC on February 7, 2005 in a letter to the American Institut
The primary financial statement accounts in which accounting errors were identified included accounts payable and accrued liabilities, incom
 nts, the Company identified a number of deficiencies in the Company’s internal control over financial reporting. A number of these deficienci
n of the components of our foreign subsidiaries’ income tax assets and liabilities to related consolidated balance sheet accounts ... Based on
 ting and claims processes performed at its New Mexico location. The control deficiency at this location relates to deficiencies in the Compan
 se relating to certain of our tower assets and underlying ground leases ... As a result of this material weakness in our internal control over fin
1, 2004. The calculation of the Company’s income tax provision and deferred income tax asset was complex and non-routine as a result of th

 sses, procedures, controls, reviews and approval procedures to ensure that financial statements for external purposes are prepared in accor
ntified and included in management’s assessment. As of December 31, 2004, the Company did not maintain effective controls over the mont
on February 7, 2005 by the staff of the SEC (and similar restatements by numerous other companies in the restaurant, retail and other
orting process and in our information technology governance controls This means there is limited opportunity for the exercise of review and m
he valuation of certain inventory and application of production variances ... Because of this material weakness, management has concluded t
ated to FAS No. 109, “Accounting for Income Taxes,” the accounting pronouncement that establishes the substantive standard for when a va
ns during the second quarter. In addition, the Company has reasserted its policy over review of manual journal entries...
 untants have completed the assessment of the effectiveness of our internal control over financial reporting as of December 26, 2004 as of th
 4, the Company did not maintain effective controls over the application of generally accepted accounting principles for leasing transactions a
s that results in a more than remote likelihood that a material misstatement will not be prevented or detected. Grant Thornton identified the following as ma
e Company’s policies and procedures, the Company’s accounting for certain derivative financial instruments, to hedge the variability of cash
 statements for 2002 and 2003 and of the company’s interim financial statements for the second and third quarters of 2004.
ss to record transactions outside of their assigned job responsibilities. The Company’s ERP system is integrated throughout the organization
material weakness as of December 31, 2004 and as of March 31, 2005...
ial reporting. Allied did not maintain appropriate policies and procedures or documentation in place to support the use of hedge accounting fo
mation Technology serves as the Company’s computer network administrator, possessing the highest level of security access over the Comp
 volume of workrelated to our recent acquisitions caused us to be unable independently tocomply with the selection and application of genera
ber for 12 months. As of December 31, 2004, we did not have controls that were adequately designed to capture the expense for those custo
tion functions are preformed by contracted IT professionals under the guidance of the CFO. As a result, the Company believes that an adequ
 lity located in Greensboro, North Carolina. The transaction was accounted for as a financing under the FAS 98 “Accounting for Leases.” The
elating to our Venezuelan subsidiary that they believe constitute material weaknesses. Specifically, our independent auditors cited control def
ddition, our independent auditors indicated in connection with the audit of our 2003 results that our lack of accounting personnel was a mater
plan (the "Plan"). Theaccompanying financial statements for the years ended December 31, 2003 and 2002have been restated to correct thi
 k of a formal journal entry approval process, and (B) the lack of access controls to our accounting system.
 ost of sales, due        primarily to the fact that our internal financial reporting system        did not track this information separately from
 04. The first material weakness related to several deficiencies in the assessment of effectiveness and documentation of derivative financial i
the context of where a customer is also a supplier or service provider.
plication of generally accepted accounting principles existed at December 31, 2004. The Company has also concluded that a material weakn
el performing financial reporting functions, and did not provide for effective cross-training of personnel performing financial reporting function
 with the Company's financialreporting requirements to support the size, complexity, operating activities,and locations of the Company. This m
 ctions. At December 31, 2004, we lacked internal expertise and resources to analyze and properly apply generally accepted accounting princ



 nadequate. This material weakness resulted in accounting errors. These errors, which are described below, were related to the reversal of a
 tements, a material error was identified in the accounting for the Company’s Employee Stock Purchase Plan under SFAS No. 123, Accounting for Stock-B
                       

                       T
me tax account balances
he Company did not maintain effective controls over the determination of income tax account balances. Specifical
 under contracts involving delayed delivery of equipment, related software and future services that are supplemental to the primary equipment sold... 
 • T
apitalization of certain costs associated with changing rent controlrestrictions. In connection with its assessment of internal control overfinanc
 such documentation provides reasonable assurance to support the ongoing monitoring of the Bank’s hedging activities.
  a high degree of judgment and estimates including liabilities for employee benefits, the allowance for doubtful accounts and disclosures rela
 the staff of the Office of the Chief Accountant of the SEC on February 7, 2005 clarifying certain issues related to lease accounting. On March
  financial statements. It is considered a material weakness due to the actual misstatements identified, the potential for additional misstateme
g of ticket and gift certificate sales. In order to     remediate this material weakness, management is currently in the            process of ide
ns of the differences between the tax basis and book basis of each component of the Company’s deferred tax asset and liability accounts we
 where the correct term was three years. This had the effect of overstating expenses by $37,262 and had a per-share impact of $0.01. In term
d. ("Teva") [Editor's note: issue was related to "determination of the appropriate periods in which to recognize revenues from 2004 sales of products"]; (2)
en in connection with the preparation of our 2004 financial statements indicated that that our product cost estimates had underestimated pro
 monitor amendments to software license arrangements... 
 • We have insufficient processes and controls, including management oversight and review, o
billing rates were used to calculate revenue for cost-plus-fixed-fee technology development contracts")], (2) approval of inventory cycle count adjustments,
 venue. We lacked personnel with adequate expertise in accounting for revenue recognition, and failed to consistently inform finance person
 Paul Farmer, our Chief Financial Officer on January 21, 2005. Although this deficiency resulted in certain errors in the 2004 period-end close
edures as of the end of the year covered by this report. Based on the foregoing, our executive officer and chief financial officer concluded th
                                                In
sure controls and procedures were not effective.
 connection with correcting our methodology of accounting for operating leases, we have in

 d financial statements to reflect the correction of misstatement is a strong indicator of the existence of a material weakness in internal contro
 Assets" related to our evaluation of the recoverability of the acquired license rights which caused us to reverse a previously recorded impairm

 February 15, 2005, TMC, determined to restate certain of its previously issued financial statements to reflect the correction of errors arising
 eas relating to the financial      reporting software application.                          42.       Management identified the following signifi
approximately $600,000 in employee compensation charges) for its former Chief Executive Officer was inadequate. The Company’s consolid
2004 only. Specifically, errors and incomplete reviews and reconciliations resulted in the misclassification of various cash flow items. Manage
                                                   •
 ed to capitalized repair and maintenance costs; 
 failure in controls to properly classify delivery vehicle depreciation expense as part of our o
 cember 31, 2003, such control weakness has been subsequently remedied during 2004.
 d detection controls.
er compliance with the Company’s Code of Ethics existed as of December 31, 2004. Based upon the evaluation of disclosure controls and pr
 ar ended December 31, 2004. Our management discussed the material weakness with our independent registered public accounting firm, K
 and were not being applied consistently. This          weakness could result in sales being priced and invoiced at          amounts, which w
 rts we file with the SEC. Based upon that information, the Company has already hired a Controller and other personnel to rectify the potentia
 Note 9 to the financial statements. The error in the application of leaseaccounting resulted in us restating our balance sheet for the third qua
02 and December 31, 2003 to consolidate the financial statements of the issuers of certain principal protected note investments made by the
 rse opinion on the effectiveness of the Company’s internal controls over financial reporting because of a material weakness identified in the financial closin


 independent registered public accounting firm, BDO Seidman, LLP, identified certain " material weaknesses" (as such term is defined under
s of the Company’s deferred income tax disclosures included in the notes to the Company’s financial statements, did not result in a material m
 f America. As a result, procedures and documentation to review and analyze elements of the financial statement closing process and to prep
 nting expertise that is commensurate with our financial reporting requirements. Specifically, we lacked sufficient controls over the write down
 Company’s accounting functions resulted in untimely identification and resolution of (i) accounting matters related to Stock transactions (ii) th
 have sufficient depth, skills and experience to ensure that all transactions are accounted for in accordance with GAAP. Additionally, we have
2004:   • Certain employees of the Operating Subsidiary responsible for the internal control processes at the Operating Subsidiary either colluded with or c
ce sheet classification of long-term debt, and c) accounting for a gain contingency. Specifically, as a result of this internal control deficiency,
 fficient personnel resources within the accounting          and financial reporting function due to accounting staff (including        senior leve
  had been based on prior consultations with its independent public accountants. During the third quarter of 2004, new executive managemen
higher cable programming costs for the three and nine months ended September 30, 2004. Our principal executive officer and principal finan
 ts and schedules needed for the audit                   process, numerous errors in various schedules prepared                    for the audit, th
material weakness, which concerned accounting for complex equity transactions.
d in inventory and intangibles. In addition, certain contingent tax refunds were improperly recognized prior to being received. In response to th
er in 2004, must file management’s report on internal control over financial reporting. Tri-Valley qualifies for the extension granted by the Com
edures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our compa
st deferred income tax assets
hat were made in the course of the audit process, some of which occurred late in the audit process, and issues relating to the timely commun
  evidence of certain levels of local review of revenue recognition calculations nor documentation of points to be considered; (b), there was a
 im financial statements for 2004 should be restated. The restatement of 2004 interim financial statements is described in Note 13 of the con
 th respect to the current requirements and applicationof US GAAP and SEC disclosure requirements; and * segregation of duties, in that w
 s certain items that it considers to be material weaknesses in the effectiveness of the Company’s internal controls pursuant to standards esta
es for distributor price adjustments did not operate effectively as of December 31, 2004, which resulted in the initial reserve computation bein
  supervision procedures established at Zomax Ireland were not sufficiently performed. Specifically, there was insufficient review of journal en
American Institute of Certified Public Accountants on February 7, 2005, the Company determined that the manner in which it accounted for construction all
 penses. We discovered these matters before our financial statements were completed, and they are properly accounted for in our financial
 o the selection and monitoring of appropriate accounting methods for leasehold improvements funded by landlord incentives and the recognition of straigh
h was $920,000. The Company has concluded that this calculation should be restated to calculate the valuation allowance based on the diffe
r evaluation, we have engaged third party consultants to assist us in designing and implementing appropriate procedures and controls over c
 lack of sufficient expertise to properly account for non-routine and complex transactions and a lack of timely review of significant non-routine and complex
pprovals of significant contracts and other transactions, and a lack of training programs particularly in the financial close and reporting group.

nt knowledge of generally accepted accounting principles related to income tax accounting and reporting. Specifically, we did not have effec
ities laws. As a result, the holders of such shares may have a rescission right, and, consequently, certain amounts the Company received up
 a timely and accurate manner. Deloitte advised our management and audit committee that the reportable condition identified by us during ou
ounting controls and insufficient personnel resources in our finance and accounting function as set forth below. Restructuring Reserves. In 2
n the expense reimbursement process, revenue recognition related to certain product sales, and monitoring of business risk. Management continues to eva
nd factors affecting lease accounting practices. As a result of this material weakness in internal control, California Pizza Kitchen, Inc. conclud
mpensation claims for the purpose of establishing its recorded reserve and to the Company’s procedures for computing the income tax provi
 ld have resulted in a material misstatement of the carrying value of our inventory. Management is addressing the material weakness b
enerally accepted accounting principles. As a result, material errors in interim and annual calculations of income tax expense were identified
erial weakness relating to cycle counting of physical inventory in its US manufacturing plant. The key internal controls over financial reporting
ent and former independent accountants, management and the Audit Committee of the Board of Directors concluded that “disclosure contro
 ng the Commission staff’s interpretation of certain lease accounting issues ...   As a result of the accounting error and restatement of financial statements
erefore, the Company has determined that it did not properly account for benefits expense and policy reserves. As a result of this conclusion
 o the existence ofthis inventory at December 31, 2004 has been sufficiently mitigated.         We recorded fourth quarter post-closing adjus
 and factors affecting lease accounting practices. As a result of this material weakness in internal control, Borders Group, Inc. concluded the
 aluating the effects of new accounting pronouncements on us. Our growth duringand since 2004 as a result of our acquisitions of Larus Corp
n restatements of our consolidated financial statements for the fiscal years ended 2003 and 2002, the four quarters of fiscal 2003 (unaudited
 ttee determined that our previously issued financial statements, including, without limitation, the financial statements contained in the Company’s Annual R
 ed by the Public Company Accounting Oversight Board or PCAOB.           The areas identified as needing improvement include supervision and technical acc
9-19, required presentation on a gross basis, ii) the company's prior accounting for rent expense upon the opening of stores in circumstances
 scounts ... As a result of the aggregation of these deficiencies, Company management believes that a material weakness exists and, therefore, the Compa
 each of the periods presented. Specifically, the Company failed to analyze and reconcile on a timely basis its liability for product received and yet to be inv
ontrol over financial reporting. These material weaknesses relate to incorrectly providing income tax benefits on variable plan stock option co
ccounting for leases and leasehold improvements. Accordingly, the Company determined to restate certain of its previously issued financial s

of internal control over financial reporting and concluded that the control deficiencies that resulted in incorrect lease accounting represented a material wea
 ts. / On March 14, 2005, the Audit Committee met with management to discuss the results of the Evaluation. At this meeting, the Audit Comm
 ot ensure that related lease transactions were accounted for in accordance with generally accepted accounting principles ... Management evaluated the im
 gulations.
y, resulting in compensation expense recognition. The Company failed to record this compensation expense at the time of the transaction.         Because of th
 te the Companytakes possession of the property and the commencement date of the lease wereineffective to ensure that such leasing trans
nd investing activities. The Company is enhancing its internal controls over these areas.
m financial statements should be restated. Because of this change in its lease accounting practices, the Company concluded that it had a ma
 ons from the respective independent accountants which were engaged as the principal accountants to audit such statements. ... Since the Company has r
 0, 2004, second fiscal quarter ended July 31, 2004 and third fiscal quarter ended October 31, 2004 should no longer be relied upon, includin
 Commission is a strong indicator of the existence of a “ material weakness” in the design or operation of internal control over financial report
g accounting for leases and leasehold improvements. As a result of this material weakness in internal control, management concluded that c
and leasehold depreciation accounting practices, consistent withsimilar adjustments made by many other retailers and other publicly tradedco
material weakness in internal control over financial reporting is a control deficiency (within the meaning of the Public Company Accounting Ov
nformation is adequately analyzed to detect misstatements, (2) the lack of understanding of generally accepted accounting principles and SE
 for leases and leasehold improvements ... and (2) the Company is still in the process of providing information necessary for its auditor, Ernst & Young LLP
 closure controls and procedures are not effective.
 for the accounting department to (i) perform a review of the consolidation and supporting financial statement disclosure schedules independe
 in the financial statements by management. BDO questions the depth and experience of the accounting staff responsible for preparing and c
 ief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Report were ineffective

 termined that a spreadsheet error existed affecting the manner in which revenue was calculated and recognized on small projects. While rev
not maintain effective review and controls over the determination and reporting of the provision for income taxes, particularly the tax effect due to subsidiar
 management and Audit Committee that certain matters involving the Company’s internal controls were considered to be “significant deficien
ents at our majority owned subsidiary in Korea ("DVSK") and Shanghai Fang Yuan Digital Technology ("SFDT"), its Chinese joint venture com
 ounting principles and practices, accounting for non-operating expenses, the accounting treatment of purchases and sales of the Compa
related expenses; and
 
•
                        
                                                                                     

                                  Incorrectly estimated its allowances for product returns and the allowances.

 tion ... ... The Company has determined that it did not maintain effective controls over the determination of deferred income tax balances related to a busin
                                                                                                                                 In
evision in classification to reflect redeemable Class A units outside of members’ deficiency on the consolidated balance sheet. 
 preparing o
eviously issued financial statements for the 2003 period and the first three quarters of 2004 should not be relied upon, and that we will restat
 Taxes" ("SFAS 109")taxable temporary differences related to indefinite-lived intangible assets ortax-deductible goodwill (for which reversal c
 accordance with accounting principles generally accepted in the United States of America. Specifically, thedeficienc y in the Company’s controls over the
 Griffin is not adegreed accountant and, as such, does not possess accounting and financialreporting knowledge and experience 4) we did n
of the allowance for doubtful accounts, specifically concerned with a complex customer arrangement and related exposure. 

uarters of fiscal 2003 (unaudited), and the first three quarters of fiscal 2004 (unaudited). Accordingly, we concluded that this control deficienc

accounting practices and accounting for its vendor allowances existed at January 30, 2005 ... As a result of the material weaknesses identified, the Compa
 lities in the Company’s preliminary fiscal 2005 consolidated financial statements. These errors were corrected by management in the accompanying conso
s endedMarch 31, 2004, June 20, 2004 and September 30, 2004 and the year ended December31, 2003. The restatements were the result o
concluded that, as of January 2, 2005, our internal control over financial reporting was not effective based on the criteria set forth by COSO in Internal Con
d incentives and rent expense during construction periods were incorrect. Management recommended, and the Audit Committee concurred,
 er financial reporting, management did not detect errors in the accounting for income tax amounts in a timely manner as of and for the year ended Januar
anuary 29, 2005. As a result of this material weakness, management concluded that, as of January 29, 2005, the Company’s internal control over financial
hose that occur in connection with a material acquisition such as the Company’s recent acquisition of Operational Research Consultants, Inc
ities and Exchange Commission (the “SEC”), after which we revised our views with respect to the appropriate accounting for the Media pens
kness previously existed with respectto its controls over accounting for FASB 91 cost deferrals on home equity loans.On April 14, 2005, the C
 nterim financial statements for these years, should be restated.   Based upon the definition of "material weakness" in the Public Accounting Oversight Bo
mely record certain expenses incurred in 2004.
eview control, failed to detect errors in order processing regarding shipping terms for certain customers resulting in the recognition of revenue amounts in

s affecting accounting for leases and leasehold improvements. Accordingly, the Company has restated the previously issued consolidated financial statem
hat would berequired to comply with the internal control review required under Section 404of the Sarbanes-Oxley Act of 2002, as well as the
mpted tocircumvent internal controls over the Company's financial reporting orfailed to reveal facts related to the delivery of the camera. The
 nized rent expense and amortized lease incentives was incorrect due to deficient controls over the application of generally accepted accounting principles
ncial reporting.   The company was not able to complete its documentation and testing of its information technology general controls in a timely manner to
 ted depreciation, including work-in-progress accounts. This deficiency existed as of December 31, 2004 because: (1) management imprope
 e documentation of the tests performed to evaluate whether the controls were operating effectively was inadequate. This limited the ability to
n Form 10-K filed on March 16, 2005, in which management concluded that the Company’s internal control over financial reporting was effect
e by the Company in the quarter ended September 30, 2004 did not meet the criteria for revenue recognition in such period. On April 25, 2005, the Compa
ain fees and charges, reconciling bank accounts, identifying and recording accounts payable and certain expenses, and implementation of m
 the selection and monitoring of appropriate assumptions and factors affecting lease accounting. In addition, to remedy the material weaknes
 oMagic Corporation’s impairment analyses. This material weakness resulted in an audit adjustment that was recorded by NeoMagic Corpora
s in light of the views expressed by the Office of the Chief Accountant of the Securities and Exchange Commission on February 7, 2005. As a result of this
, 2005, in which management concluded that the Company's internal control over financial reporting was effective. Subsequent to filing its annual report on
al weakness relates to the completeness and accuracy of the Company's accounting for inventory. As a result of this material weakness, management ha
 leasing transactions were reported in the consolidated statements of cash flows in accordance with accounting principles generally accep
ovide adequate oversight. In addition, there is a lack of segregation of duties in the accounting department.
he Company did not maintain an effective internal control process to determine the amount of the liability associated with the post-retirement
entified the following material weaknesses: 1. Insufficient segregation of duties with respect to the review of the          bank reconciliatio
able lives of related leasehold improvements. We determined that our policy should be corrected to adjust depreciation expense to correct th
pany's policies and procedures did not provide for adequate management oversight and review of the Company's income tax accounting. Thi




ution accruals were prepared and reviewed by the same Distribution personnel, and Distribution vendor statement reconciliations were also p
 d on. Although management has not yet completed its analysis of the impact of this situation on the Company’s internal controls over financial reporting, m
  rnal control over financial reporting. A material weakness is a control deficiency, or combination of control deficiencies, that results in more th
 ing function are insufficient to properly evaluate and account for non-routine or complex transactions, such as the timely determination of the
  financial statement disclosures were recorded in the accompanying financial statements. These two items were determined to be material w
 ons and transactions involving complex accounting standards and (iii) ineffective balance sheet reconciliation processes. These deficiencies are "material
 have adequate personnel who possessed sufficient depth and experience to correctly account for such transactions in accordance with generally accepte
cial statement reporting and disclosures. As a result, management has concluded that our internal controls over financial reporting we
 rocesses to mitigate this risk. The responsibilities assigned to    one employee include maintaining the vendor master file, processing      pa
der accounting principles generally accepted in the United States of America (“GAAP”). In light of this letter, the Company’s management init
potentially aggregate to material misstatements in financial reporting.


 ot       able to complete its documentation and testing of its internal     controls over financial reporting in a timely manner in order to
 oard Statement No. 131 ... The Company also had additional control weaknesses over the financial statement close process ...      Income Tax Process -- T
d, recorded, processed, tested or reported.
ses, controlsover the documentation and selection of accounting principles and controls overnon-routine and non-systematic transactions are
which were identified by BDO Seidman, LLP, the Company’s independent registered public accounting firm, and could result in other material misstatement
his Form 10-K/A. After giving effect to the adjustments described in Note 18, the Company's management believes that the financial statemen
 counts by management personnel were not performed. 
 A global contract review revealed the following issues related to revenue recogn

 ting and leasehold depreciation applied to us, and that it was appropriate to adjust our previously filed financial statements. As a result, on Ja
 rol over the     accuracy of service billing calculations and revenue recognition            related to service activity. During the year, the Co
 Company’s failure to have properly trained sales personnel and management on sales contract disclosure and on the provisions of SOP 97-
· a failure to ensure the correct application of SFAS 133 when certain derivative transactions were entered into at GECC prior to August 2003 and failure to
 5 the Company implemented controls to ensure that all leases are reviewed and accounted for in accordance with GAAP. Accordingly, the Company evalu
 3, 2005. In that report, management concluded that Company's internal control over financial reporting was effective as of December 31, 2004, notwithsta
r financial reporting existed as of December 31, 2004. Specifically, there were ineffective controls to identify errors in the application of comp
s described in Item 4 of our Form 10-Q for the quarter ended March 31, 2005. In connection with the aforementioned restatement, we have n

us conclusion, as reported in the Company's Management Report on Internal Control Over Financial Reporting contained in Item 9A of the Original Form 1
                                                                                                                         T
 generally accepted accounting principles because of insufficient management review and supervision of the calculations. 
hese control defic
 nventory.                 -- subsequent 8-K: As previously disclosed in the Company's second quarter 10-Q, the Companyidentified ce
 operations of our smallCompany. Accordingly, we conclude that we have a material weakness./ Later filing: There were changes in the Co
ments included herein, which management concluded resulted from a deficiency in our controls over the accounting for leases, which represe
 actions where revenue was not deferred in accordance with the revenue recognition principles of SEC Staff Accounting Bulletin 104, Revenu
h flows related to the classification of unpaid property, plant and equipment. When we file the amended reports, we will have remediated this material weak
 door Channel, Inc. that Outdoor Channel Holdings, Inc. did not previously own. The intrinsic value of the options issued by the Company to t
echnical disclosure footnote regarding the pro forma expensing of stock options awarded in connection with theacquisition of one of our subs
ntrol over financial reporting with respect to the calculation of acquisition expense. The Company has evaluated the effectiveness of its intern
deficiency constituted a material weakness as of December 31, 2004.
 y has been unable to maintain a sufficient complement of qualified staff in its accounting and financial reporting functions and, as a result of
 determined that although we have personnel with the requisite technical accounting skills to make complex judgments on software revenue recognition, th
eficiency resulted in the error requiring the restatement of our 2004 financial statements, as reflected in this amended Form 10-K, to correct f
m a clerical error in inputting the information in our Annual Report on Form 10-K that was not timely identified by other review procedures. 
W
  matter to the audit committee of our board of directors and our independent registered public accounting firm. In the second quarter of 2005
 tion of certaindeferred temporary differences did not detect that the temporary differences hadbeen misclassified as a deferred tax liability ra
 orded in accordance with accounting principles generally accepted in the United States of America. Specifically, the deficiency in the Compa
nts of WII and itssubsidiaries. WII and its wholly owned subsidiaries operate internationally outside the United States and Canada("Willbros In
ures relating to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, our Chief Executive Officer an
panies concerning these practices. This restatement is described elsewhere in this Form 10-K/A. Our conclusion to change our accounting p
effective as of the end of the period covered by its Annual Report on Form 10-K/A. This weakness in internal control over financial reporting did not result in
 e beginning balance sheet, management recorded assets based upon our judgment and the judgment of an independent valuation firm. The independent
did not result in a misstatement of our financial results,they relate closely to assuring the fulfillment of critical components of thefinancial re
changes regarding the issues cited in the Material Weakness letter received from Anderson ZurMuehlen & Co., P.C.
 on May 23, 2005 (“Amended 10-KSB”), had not yet been remediated at March 31, 2005, our disclosure controls and procedures were ineffective as of Mar
actions. Specifically, the Company did not maintain effective controlsover the accounting for the conversion feature and the related warrants
ormal books and records such as a general ledger where the monthly transactions are recorded. Rather, the Company relies on source docu
 used to value inventory in the first fiscal quarter of 2005. ... As a result the Company will restate its Form 10-Q for the quarter ended January 31, 2005 as s
ming of recognition of costs on those contracts and (iii) the allocation of facilities cost were ineffective and represented a material weakness
xchange Commission in connection with our filing of a registration statement, we reviewed the accounting treatment of our October 20
certain redeemable instruments that were subject to remarketing agreements as long term. This error resulted in the restatement of the con

 s.The Company engaged an independent contractor, who is a CPA with extensiveCFO-level management and SEC reporting experience in
and that management's report on such internal controls included in the Form 10-K should no longer be relied upon.



 itional processing and review procedures to ensure the proper accounting for pro forma stock-based compensation expense.
 lidated financial statements in connection with its financial close process. Specifically, the Company has identified control deficiencies in con
e valuation of inventory (including the utilization of broker prices), the computation of valuation allowances, and the accrual for estimated retu
  of four of the five independent members of the Company’s Board of Directors, which at that time left the Audit Committee of the Board of Directors with on
 ld improvements, tenant allowances and operating leases with scheduled escalating rental payments resulted in the above-described errors
y failed to design appropriate company wide policies and procedures over the accounting, revenue, procurement, human resources, treasury
cal year ended March 31, 2005 (which required correction prior to the issuance of the financial statements) as a result of ineffective controls relating to insu
was not compensated effectively with other compensating, detective controls.
ould have been reclassified asa component of loss before income tax provision, minority interest anddiscontinued operations. The Board of D
 related to a deferred compensation arrangement with a key employee were included in the restatement of the Company’s consolidated finan
ents in accordance with FAS 144.o Insufficient controls over the calculation and review of accrued promotion expense.o Insufficient
 during the fiscal 2005 audit and corrected prior to the issuance of the financial statements. Our management has concluded that given the m



mmission. In particular, the Company does not have adequate controls over (1) the management’s review and execution of material contract
 nsolidating adjusting journal entries were not effective. The Company is continuing its assessment and implementation of the corrective actio

ng the weakness described above. Additional review and approval of the vendor debit process has been added to internal controls. In addition, manageme
 res were not effective as of March 31, 2005. We are confident that, as of the date of this filing, we have fully remediated the material weakness in our inte


ponent of income from operations. This control deficiency resulted in an audit adjustment to the Company's fourth quarter consolidated financial statement
  ed disclosures timely; and the failure of Management to routinely review and approve on a monthly basis all repetitive and non-repetitive jou
 reswere reported in the consolidated statement of cash flows on an accrual basisrather than on a cash basis. This error resulted in a misstat
  rial weaknesses includedthe following: the ineffectiveness of a rule compliance checking procedure forSEC filings.In light of the above stated
 les generally     accepted in the United States of America ("GAAP"). After investigating the  matter and consulting with our current indepen
   of accountingexpertise and insufficient documented procedures to identify and prepare aconclusion on matters involving material accountin
porting. This material weakness was exemplified by (1) the Company’s failure to file timely 2004 third quarter and year-end reports with the S
 dition, some amounts recorded for revenue in fiscal 2004 were calculated incorrectly, and the corrections were recorded during the fiscal qua
onsolidated financial statements as of December 31, 2004 and 2003, and for each of the years in the three year period ended December 31,

                                                                                        M
xisted during the period beginning on January 1, 2000 and ending on December 31, 2003. 
 aterial weaknesses related to the internal contro
In particular, the Company’s independent registered auditor noted two un-accrued accounts payable that had to be adjusted to our March 31
 nsolidated financial statements as of and for the fiscal year ended March 31, 2005 will contain a going-concern qualification .    • Ineffective controls over
 he accounting and financial             reporting expertise necessary to accurately prepare financial            statements in accordance wit
 Company that PwC noted internal control deficiencies related to the following: (i) a material weakness for the failure to properly recognize rev
dence on external resources for data accumulation and analysis, and within the design and operation of our purchase accounting review proc
mplex accounting matters.
onitoring and analysis of vendor specific objective evidence (“VSOE”) of fair value of our maintenance and professional services. The approp
 The second material weakness, a deficiency in the operation of controls for identifying and recording accounts payable and accrued liabilities, principally fr
  into during fiscal years 1998 through 2001. As a result of this deficiency, the Company’s internal control over financial reporting did not detect the materia
warrants and the impact on deferred incometaxes.
mpany restated its assets as ofSeptember 30, 2004, and its earnings for the three- and six-month periods endedSeptember 30, 2004. Furth
" to "net cash flows frominvesting activities," and accordingly, we restated our Consolidated Statementof Cash Flows for the period ended Ma
  to the review, approval, and accounting for the Allowance for Doubtful Accounts. The Company had incorrectly included a general reserve p
maintain sufficient personnel with an appropriate level of accounting knowledge, experience and training in the application of generally accep
 actices. Our conclusion to change our accounting policy and restate was made, among other things, in consideration of the views of the Offi
covered these matters before our consolidated financial statements for the year ended March 31, 2005 were completed, and they are proper
 d to the accounting for the Company's participation in the MPF 100 program.
esses in the information technology general control environment. Examples of the issues identified include, among many others, inadequate
e divisional level, and insufficient personnel at the Company’s headquarters to provide effective oversight and review of financial transactions
 proper application of GAAP related to the selection and application of depreciation lives of certain fixed assets and the amortization period o

 h respect to income taxes would not be prevented or detected, on a timely basis, by Company employees in the normal course of performing
 nt concludedthat our controls over the selection and monitoring of appropriate assumptionsand factors affecting the recording of revenue an
mittee believe that the material weakness referred to by Ernst & Young in its letter was principally the result of a lack of Company resources ne
 n or support of expenses to the Company’s president totaling $18,000 . Furthermore at the time of Hein & Associates resignation, Hein & As
he restatement of the Company’s financial statements for the year ended December 31, 2004, as more fully described under “The Restateme
 ”) in order to allow our management to report on our internal controls over financial reporting, we identified deficiencies in the processes and
  from, among other things, the recent change in control of the company, the transfer of accounting records, the change in personnel and our
 g that theyconsidered to be material weaknesses and significant deficiencies. The materialweaknesses are as follows: 1. No control is in
 ance of warrants and beneficialconversion features. After the Company's discussions with the Staff, and afterthe Company consulted with

ment to require periodic password changes), (ii) access controls and security (inadequate firewall and anti-virus software, lack of encryption o
timely identification and resolution of certain accounting matters; failure to perform timely review of accounting information by individuals with
ation of generally accepted accounting principles with respect to these contracts. As previously reported on Form 8-K filed June 29, 2005, t
 ivable allowance accounts, net revenues and provisions for bad debts. The material weaknesses that existed were as follows: (1) The contro
ded that considering the employees involved and the control procedures in place, the risks associated with such lack of segregation are insig
New Jersey Board of Public Utilities. Although NUI continues to assess its systems of internal control in order to comply with the requiremen
 be, in the aggregate, a materialweakness, including, inadequate staffing and supervision leading to the untimelyidentification and resolution
cording of equity transactions, including warrant and option valuations; * Certain end of period financial reconciliations; and * Finan
ehold improvements will be accounted for in accordance with generally accepted accounting principles.
31, 2005, certain items requiring adjustment to previously issued quarterly financial statements for that year were noted. The Company stated
to the financial statement assertions in a timely manner; and b) limit the ability to obtain optimum segregation of duties required to meet the i
 with accounting principles generally accepted in the United States. This deficiency in internal control over financial reporting resulted in the r
131 requirements for reportable segment disclosures.
 rly Report on Form 10-QSB for thequarter ended March 31, 2005, the Company identified a material weakness ininternal controls over the a
ny has now improved its procedures in calculating and recording this intercompany profit elimination and related reserve. These corrective ac
nts. Inaddition, there were instances where accounting analyses did not includeevidence of a timely review. The adjustments related to these
  ate policies and procedures to prevent senior executives from overriding existing controls and accounting systems, 
• inadequate procedu
BY OUR INDEPENDENTAUDITORS AND, IF WE ARE UNABLE TO IMPLEMENT OUR PLAN TO RECTIFY THIS WEAKNESS,WE MAY N
s, such as sale of assets and assumptions of liabilities.
 trol over financialreporting:   - Lack of a Chief Financial Officer possessing necessary experience               and expertise to oversee the fin
 id not maintain effective controls over the selection and application of the following accounting policies related to leases and leasehold amort
ompany failed to design          appropriate company wide policies and procedures over the accounting,              revenue, procurement, human
accounting principles to our transactions, to provide for timely review of account reconciliations, and to prepare financial statements that com
  e controlsand procedures. Due to the change in executive management of the Company, it wasnot possible to carry out this evaluation for th
  to outweigh the costs of adding additional staff in light of the limited number of transactions related to the Company's operations.
  nt of FinancialAccounting Standards No. 133. "Accounting for Derivative Instruments andHedging Activities" as it applied to three interest r
n independent contractor, who is a CPA with extensive CFO-level management and SEC reporting experience in public companies. The Com
oversight of the process and expertise associated with the documentation and testing of controls. In addition, many of the Company’s control
of the errors was not material to any of the prior quarters in which they occurred and the correcting entries are not material to the third quarte
sult, it did not maintain a controlenvironment that promoted open and candid communication. In some instances,certain officers and pers
  on, the Company had not completed the requisite historical analysis and related reconciliations to ensure tax balances were appropriately st

$0.13 per share, for the six months ended June 30, 2004. The net loss for the second quarter and the six months ended June 30, 2005, inclu
 me and net income/loss for the June 2003 quarter by $4.2 million. However, because key factual issues remain unresolved, management ha
the Company did not maintain effective controls as to the completeness and accuracy of the income tax provision and related deferred incom
used in evaluating POS movement data and retailer inventory positions
d to the accounting for complex financial instruments. --referenced filing is not available on Edgar - no filings for UGC
 ements of the Company’s previously issued consolidated financial statements as of December 31, 2004 and 2003, and for each of the years
ng material weaknesses in internal control over financial reporting with respect to accounting for third-party purchased standing timber invent
Company believes this material weakness has been remedied.

 we did not maintain adequate documentation regarding the effectiveness of certain derivative transactions used to hedge interest rate and fo
y published consolidated financial statements as of and for the quarter ended March 31, 2005, which we determined indicated ineffective con
sure controls and procedures pursuant to Exchange Act Rules 13a-15. Based upon that evaluation, we determined that we had a material we
 s evaluation was performed under the supervision and with the participation of our management, including our Senior Vice President and Vic
sactions. In connection with the preparation of this Form 10-K, we have involved additional personnel in the preparation and review of the sta
                                

 ess resulted in the following: 
 • The Partnership’s control to determine that the principles in Emerging Issues Task Force (“EITF”) 03-6: “Pa
existed as of December 31, 2004 related to the Corporation’s accounting for certain derivative financial instruments pursuant to the provision
 109. Specifically, we did not maintain effective controls to ensure that the tax accounting was accurately presented for unique transactions a
 her constitute a material weakness related to revenue recognition at our Eastern Business Unit in our assessment of the effectiveness of int
 effective independent review to ensure that manual journal entries were complete, valid and accurate. Furthermore, the Company did not m
 ver revenue recognition and related sales returns, credit memos, and allowances were inconsistent with generally accepted accounting princ
 C (“Metra”), Management identified an accounting error in the financial statements related to the total Metra transactions. With guidance from
  ldings repurchase their limited partnership units upon their death or disability. Following such a request, Holdings must use commercially rea
 gement’s assessment of internal controls over financial reporting with respect to the period ended December 31, 2004, and management’s c
004 identified as a material weakness the Company’s failure to correctly apply SFAS No. 140, and its related interpretations, with respect to t
cation of accounting guidance contained in certainEmerging Issues Task Force Applications ("EITF's") and other accountingstandards relatin
nancial reporting with respect to accounting for income taxes
ember 31, 2004, the Company'sindependent registered public accounting firm advised the Board of Directors andmanagement of certain inte
  e controls to ensure that the tax accounting was accurately presented for unique transactions and situations, that quarterly income tax provis
   accurate financial reporting in accordance with U.S. generally accepted accounting principals nor the requirements of the Securities
  the period covered by this report. Based upon that evaluation, our management concluded that our disclosure controls and procedures were
akness, including thehiring of a corporate controller who will spend a considerable amount of time inChina, the enhancement of the Compan
                                                          D
s that KPMG considered to be a material weakness: 
uring 2005, the Company restated its consolidated financial statements for the years 2
 ch is exacerbated by changes in management and accounting personnel and insufficient training of our accounting department. Second, the
ols over financial reporting, the Company has determined that it is highly likely that it had a material weakness in internal control over financia
  facility, division and entity-level month end close processes, including: (1) untimely reconciliation of account balances and resolution of resul
e existence of a “ material weakness” in the design or operation of internal control over financial reporting. Based on the restatement for sale
onsolidated financial statements for the fiscal years ended July 31, 2004, 2003, 2002, and in addition will include the restatement of selected
 uance of an unqualified report on, the consolidated financial statements for the year ended November 28, 2004, Ernst & Young identified cer
sessment coupled withintegration activities over the last several months has confirmed certainmaterial weaknesses within this subsidiary's IC
                                                                     1
                                                                     

ntrol over financial reporting as of June 30, 2005 was ineffective.
. Purchasing and Materials Management – Atchison: Management has id
xisted in its internal control over financial reporting. The Company plans to take a series of steps designed to improve the control processes
 res were not effective and this control deficiency constituted a material weakness in the Company’s internal control over financial reporting a
ecessary to reflect the recognition of tuition revenue through the end of the student’s externship period, as opposed to the prior practice of re
  managers who have access to the application and underlying data, (ii) mechanisms to track changes made to the application itself, and (iii) a
  cted errors affecting the income tax reserves and income tax benefit and adjusted the consolidated financial statements as of June 30, 2005
m financial statements will not be prevented or detected. Management’s preliminary assessment concluded that we did not maintain effective
 y file our Form 10-Kfor the year ended April 30, 2005. Management evaluated the impact of ourinability to timely file periodic reports with the
  . The combined financial statements present the results of Atlantic Holdings and its subsidiary, Ace Gaming, as if the Company had been in
ment documentation in order to properly record revenue, the lack of controls over ensuring that all arrangement terms and conditions are kno
   particular, during the financial closing and reporting process in connection with the audit, errors were identified that resulted from a weaknes
 arch and development. Subsequently, these costs were incorrectly removed from research and development expense and capitalized into in
ed in material adjustments to the Company’s allowance for loan losses as of September 30, 2004 and December 31, 2004 in November 2004
  n, our principal executive and principal financial officers concluded that our disclosure controls and procedures were not effective as of Dece
 eported as follows: On August 24, 2005, authorized officers of the Company received a letter from HJ & Associates, CPA’s (“HJ”), our indepe
  rnal personnel possessing the appropriate knowledge, experience and training in applying US GAAP and in reporting financial information in
akness. Specifically, a significant number of post-closing and audit adjustments were required to be made to the consolidated financial statem
currently meet the requirements of COSO's Internal Control-Integrated Framework in the following areas:                  - The Company does not
  his report due to the material weakness in the Company’s accounting policies for leases that was not consistent with United States generally
  ng of stock-based compensation, exercise of warrants, asset acquisition, inventory, deferred debt and beneficial conversion feature on conv
ed procedure for reviewing cost of revenues journal entries; and inadequate care in conducting those reviews.
ent will formally research relevant accountingliterature relating to and, if necessary, retain the services of a qualifiedcertified public accountan
 knowledge, experience and training in the applications of generally accepted accounting principles to the unusual and complex accounting tr
 iciencies concerned 1) completeness of the Company’s contract file documentation, and 2) the Company’s process to timely update its acco
rol over financial reporting related to the Company’s accounting for income taxes, as described below, concluded that the Company’s disclos
he reconciliation of the components of the Company’s income tax provision to appropriate supporting documentation. This deficiency results
ver financial reporting that BDOconsidered to be a material weakness, because the control deficiency resulted inmore than a remote likeliho
ements, inventory accounting and document retention.
  d Statement No. 142, Goodwill and Other Intangible Assets. This material weakness impacts the Company’s ability to report financial inform
 ompany did not have a sufficient number of personnel with adequate expertise in domestic and foreign income tax accounting matters. Add
nting expertise and we have insufficient documented procedures to identify and prepare a conclusion on matters involving material accountin
  egation of duties in the Company’s manual and computer-based business processes, and (iii) aggregate deficiencies in internal control activ
ords solely by this person. Thisis considered a material weakness due to lack of segregation ofresponsibilities. The lack of resour
  accounting for tenant improvement allowances, rent expense during store build-out periods (rent holidays), and amortization of leasehold im
 al Report on Form 10-K, have concluded that as of that date, the Company’s disclosure controls and procedures were ineffective and were n
 eriod covered by this report. Based upon and as of the date of that evaluation, the Company's principal executive and financial officers concl
 result of " material weaknesses" as of June 30, 2005, March 31, 2005 and December 31, 2004, as follows: • As of June 30, 2005, March 3
endent professional consultants evaluate the corporate structure of the Company and its subsidiaries. Based on that review, the Company be
 f our consolidated financialstatements on a timely basis. While management believes progress had been madewith respect to these issues,
s' equity transactions.
ensed consolidated financial statements as of March 31, 2005 and for the three months ended March 31, 2004 and 2005 to correct the class
  rocedures were not effective because of the material weakness described below.            In this Quarterly Report on Form 10-QSB/A the Comp
                                                                                                                         R
O”) and identified material weaknesses in internal control over financial reporting as of January 31, 2005, as follows: 
evenue Recognition. As
  l of manual journal entries was not performed and user access to accounting systems was not adequately controlled. Due to the potential pe
 neral ledger during these periods. The Company concluded as part of its review process that these entries needed to be corrected to proper
 increased level of transaction activity, address the complex accounting matters and manage the increased financial reporting complexities re
 ent. These matters are with regard to insufficient personnel resources and technical accounting expertise within the accounting function to af
 nd disclosure of the reverse three for one stock split effective January 20, 2004 and the calculation of the reported basic and diluted net loss
nesses in our internal controls and procedures during fiscal years 2004 and 2005. Management believes that until these material weaknesses
 contained errors and should no longer be relied upon and that the company would restate its financial statements for those periods. Subsequ
 rter of fiscal 2004. Accordingly, the Company restated its financial statements for the first quarter and fiscal year 2004 to decrease its deferre
  mmittee that the following mattersinvolving our internal controls and operations were considered to be "reportableconditions," as defined un
will be further described in the Company’s Form 10-K. Upon the filing of these periodic reports, the Company expects to issue a press releas
  and accounts, including establishing separate records for each ofour clients and vendors. In addition, we have promoted an employee to ha

 ments and notes thereto. Specifically,on or about March 8, 2005, the independent registered public accounting firmfound discrepancies betw
d accounting principles resulted from a material weakness in the operation of our internal control over financial reporting at November 30, 20
 d (iii) inadequateindependent verification of expense invoice payment supporting documentation.Please see "Controls and Procedures" here
ervations and to ensure that new leases and changes to existing leases, as well as future leasehold improvements, will be accounted for in a
 the aggregate, a material weakness. In particular, our independent registered public accounting firm identified the following weaknesses in
 l with the appropriate level of expertise to independently monitor, interpret and implement the application of financial accounting standards in
 ternal controlstructure of the Company, due in particular to the lack of appropriate resourcesdedicated to external financial reporting.
urces. At the current time, the Company's Chief Executive Officer, who isone of only two of the Company's full time employees, solel
ated statement of cash flows. Based on such considerations, the Company’s Chief Executive Officer and Chief Financial Officer concluded th
  material weaknessesin internal controls as of such date, CIB Marine did not maintain effectivedisclosure controls and procedures to ensure
 ended March 31, 2003, 2004 and 2005, they identified in their report to our audit committee a “reportable condition,” which primarily related
 onsolidatedFinancial Statements for the quarters ended July 31, 2005 and July 31, 2004. Therestatements are discussed more fully under th
  conditions. During October 2000,                Arthur Andersen LLP reported to the Audit Committee of the                   Board of Directors
it Committee and was not in compliance with certain rules of American Stock Exchange regarding audit committees. b. Deficient internal com
   2. The Company has inadequate segregation of duties over cash receiptsand disbursements.                3. Contracts, agreements and other d
n our internal control structure.
ses the failure to maintain credit card account-by-account detail of aliability account and the failure to conduct regular periodic reconciliations
e Internet on September 25, 2002, PWC reported what it described as a "Reportable Condition" constituting "a material weakness in the Com
 yments,including the duplication of drafts issued and the omission of drafts from theaccounting records. This matter was discussed by Del
 agement at various levels. In an effort to address these concerns, the Company has begun educating both employees and management abo
rael) Ltd. These deficiencies were identified in connection with the manner in which the accounting staff at our Israeli subsidiary accounted fo
s with respect to bank reconciliations. However, prior to the completion of the audit, those procedures were completed. In the report to the Au
“ material weakness” in the Registrant’s ability to prepare consolidated financial statements in accordance with accounting principles general
d not been disclosed to the Former Auditor, including transferring funds from the Company to the related party and then the related party pay

he Company's independent auditors, the Company's procedures and methodology are also in the process of being reviewed by McGladrey. K
 G LLP advised the Registrant of certain matters involving the Registrant’s internal control and its operation that KPMG LLP considered to be
 nd equipment
es related to the following matters, which were also discussed betweenthe Company's audit committee and Ernst & Young LLP:            o Ernst
osts were incurred primarily as a result of the reduced manufacturing environment and
   should have been expensed during the second quarte
 te of Certified Public Accountants) relating to lack of adequate resources and processes to ensure timely identification and recognition of ma
 ny’s ability to record, process, summarize, and report financial data consistent with management’s assertions in the financial statements or to
 d that this material weakness, together with other deficiencies associated with a lack of balance sheet monitoring, if unaddressed, could resu

 isagreements between The Banc Corporation and Ernst & Young LLPon any matter of accounting principles or practices, financial statemen
n February 2005, the Company identified a material weakness in its internal controls related to the application of accounting principles genera
d Public Accountants. The deficiencies relate to (i) the Company’s accounting and financial reporting infrastructure for collecting, analyzing,
ccountants. These material weaknesses include deficiencies in our accounting and financial reporting infrastructure and the lack of sufficient
ed expense recognition, 2) the reporting of discontinued operations, 3) the accounting for the company's investment in certain non-consolidat
 g internal control that they considered to be material weaknesses. Specifically, as a result of the July 2002 restructuring and cost reduction p
oduce data that supports its revenue recognition rates for certain of its learning programs. These matters were discussed with D&T and the A
 ner as of and for the year ended December 31, 2004...
urement of goods and services for our operations in Kazakhstan and cash disbursements for purchases, and we are confident that these pro
  level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being aud
ulated and unregulated front office employees were not appropriately defined and assigned; and (3) certain transactions were not properly ev
  e a material weakness. Deloitte advised the Company that, in Deloitte’s judgment, the material weakness was the result of the Company’s la
 internal policy for consistent accounting for income on such delinquentcontracts. "We did not test the related internalcontrols because we pr
   the following areas, among others: deferred policy acquisition costs; present value of future profits of acquired businesses; policy liabilities;
                                                       •
 n shipments to our largest distributor, Future; and
Deficiencies in the staffing of our accounting department and related reliance on manual r
eported to the audit committee a reportable condition concerning internal control and its operation. On June 16, 2003, PWC further advis
 d that uninvoiced accounts payable were recorded in error as a reduction to cost of sales in the first two quarters of 2004…Due to the contro
ers;lack of timely analysis and reconciliation of sub-ledger accounts to the generalledger; and lack of readily available documentation to su
 ctors on July 1, 2003, that it identified certain deficiencies in USGA'sability to timely and accurately present our financial reports. - never give
  ble to rely on such controls in completing their audit of the Registrant’s 2002 financial statements. The Registrant has authorized Pricewater
  tion policies and procedures were poorly documented and not readily accessible to most of our employees. Our documentation for machine
ounting principles ... GEO has determined that the internal control deficiency that gave rise to this restatement constitutes a material weakne
 ommittee directed the Company to dedicate resources and take additional steps to strengthen its control processes and procedures to ensu
  counting entries and procedures, failure to timely reconcile accounts receivable and accounts payable, inaccurate inventory aging, and lack
 ventories (including perpetual records and cut-offs), related party transactions, management communications, and private offerings - notes p
rt advising the registrant that the controls necessary to develop reliable financial statements do not exist. The Company's Board of Directors
ss with respect to our On/Off valve operations located in Houston, Texas, including general, inventory and contract accounting. They also cit
 ency, the Company’s disclosure controls and procedures are effective in timely alerting him to material information relating to the Company (
er Auditor noted that: (a) the Company did not appear to have formalprocedures in place to ensure that financial management is provided wi
res, including the following: (1) Responsibility for each general ledger account should be assigned to an appropriate person, reconciliations (
t of income tax andminority interests. In addition, the Company has strengthened the internalcontract review process to ensure material arra

     and controls. In this management letter                   PricewaterhouseCoopers LLP stated its belief that material weaknesses           exi
ng, two new segment controllers in April and July of 2002, three new divisional controllers in May and September of 2002, a corporate di
  material weakness in internal controls and was a majorcontributing factor to the deterioration of Spiegel's portfolio. There is noindication in K
 n further delays in the preparation and filing of periodic reports that were filed in summer 2003. The strain on our internal accounting resourc
LP and management to determine what corrective measures, if any, are warranted. Grant Thornton advised the audit committee that it had id
 al year 2003 … [Also] E&Y had advised the Audit Committee of various internal control issues surrounding the misstatement of account bala
 formation. During the pendency of this review, Allegheny was not able to file with the SEC its Forms 10-Q for the first and second quarters o
  engthen the procedures and to assure that its personnel follow the appropriate procedures in the future. In addition, we recently have implem
 ilitatetimely Securities and Exchange Commission filings, and have implementedadditional training. We continue to study, plan, and im
 terial, either individually or in the aggregate. The material weaknesses that were remediated related to (a) a lack of effective controls over the
ect to certain commodity purchase and sale agreements (ii) certain calculations of hedge effectiveness, and (iii) the application of purchase a

 ned under standards established by the American Institute of Certified Public Accountants. As a result of these matters, we determined that
on and classification of deferred tax balances were prepared in accordance with generally accepted accounting principles. This control deficie
authorized the former accountant to respond fully to the inquiries of thesuccessor accountant concerning this reportable event.
  of 2002, though this deficiency had been corrected by December 31, 2002. The deficiencies in our internal control environment that created
ystems user administration, and finance organization. Subsequent to March 31, 2003, we have instituted additional processes and procedure
be material weaknesses. Specifically, in connection with its audit of the consolidated financial statements of Registrant and its subsidiaries fo



were internal control deficiencies related to the inadequate relief of work-in-process inventory, lack of timely and complete reconciliations of in
he Company has insufficient and inadequate personnel necessary to oversee its accounting and financial reporting functions. The significant
houseCoopers LLP, issued a letter to our audit committee dated August 13, 2003 noting certain matters in our technical services division tha
ny’s internal control over financial reporting as of December 31, 2004.
Europe, the Company did not have a timely flow of critical accounting and related financial information and experienced difficulties and delays
 involving internal control relating to the Company's policies and procedures for valuing its retained interests. The Company is analyzing its po
 f integration of the general ledger system with other recordkeeping systems, and the need for formal control systems for journal entries and

able conditions in accordance with the standards of the American Institute of Certified Public Accountants then in effect. During fiscal 2003 m
  detect these possible misstatements could potentially misstate cost of goods sold in the quarterly financial statements. In response, manage
  kground, the need for a staff person who is capable of maintaining internal accounting controls and preparing the Registrant's financial state
able conditions related to the financial statements for the year ended December 31, 2002.
dures around internal controls to ensure that the execution of activities and controls are consistent with management objectives. 2. The Com
arial firm and ensure the appropriate application of generally accepted accounting principles related to pensions. Among other things, the Pa
 ion, our Audit Committee, pursuant to an independent investigation into several accounting issues that arose in connection with the restatem
an Institute of Certified Public Accountants. The material weakness relates to the overriding, by our former Chief Executive Officer and Chief
r reconcilingcertain bank accounts and preparing its financial statements on a timely basis.The Company concurs with E&Y with respect to th
 ent, including senior management, with responsibility for functions where control issues were noted, hiring a new controller in the Philippines
pany profit in inventory. These errors resulted in adjustments to such accounts. When aggregated, these control deficiencies constitute a ma
 which, if left uncorrected, could result in a material internal control weakness. Our internal control deficiencies relate to the account reconcili
 ervisory review of account reconciliations; lack of adequate documentation for various journal entries; and lack of sufficient management kno
ions; centralized oversight for international operations; timely reconciliation of general ledger accounts; and staffing and training of personnel
 following internal controls had been identified: (1) management override of internal controls, (2) design of internal controls, (3) document ret
velop reliable financial statements. Neither the Company’s Board of Directors nor the Audit Committee of the Company’s Board of Directors h



 under standards established by the American Institute of Certified Public Accountants. We believe that this material weakness is attributable
onditions and weaknesses, which were discussed by PricewaterhouseCoopers with the Company’s Audit Committee, concerned (1) the Com

e the risk that material errors could occur in the books, records and financial statements, and does not ensure that those errors would be det
ejoined us in October 2003 as full time Executive Vice President and General Counse ... We selected an experienced financial and leasing e
  in place to monitor near-term future financial position and results of operations to enable it to take operational action in the event of potential
pany's bankruptcy filing in November 2001, there were significant reductionsin headcount that impacted all areas of the Company's business
ols relatedto general ledger accounts receiving little critical review during the year.Management readily agreed with the recommendations
   in our report filed on Form 10-QSB for the period ending September 30, 2003, management is confident that its financial statements for the
atements for 2003.
nagement’s assessment of internal controls and on the effectiveness of internal controls as of December 31, 2004. In connection with the wo
 in the fiscal year ended September 30, 2002, resulting in incorrect accounting treatment for that transaction. Further, Ernst & Young informe
 ke known all relevant information concerning an identified transaction occurring in the fiscal year ended September 30, 2002, resulting in inc
 in the fiscal year ended September 30, 2002, resulting in incorrect accounting treatment for that transaction. Further, Ernst & Young informe
  President with responsibility for overseeing compliance with Section 404 of the U.S. Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), and of
 d records accurately reflecting inventory levels and costs of goods sold, failed to maintain internal controls on manual accounting entries ma
material in the aggregate, affect various financial statement line items... adjustments were:Consolidated revenues were reduced by $1.4 millio
 hairman of the audit committee via telephone on April 2, 2003 that there were materials weaknesses in internal control, specifically in the des
s failed to adequately reconcile our accounts payable records with suppliers’ records, considering what the suppliers had shipped to us prior t
 ing policies and procedures did not provide for effective supervisory review of income tax accounting amounts and analyses, and the related
 sis indicated that goodwill was impaired and Ault recorded an impairment charge of $1,153,153 in the fourth quarter of fiscal 2003. This matt
eneral ledger accounts. As a result of the Company's efforts to reconcile these accounts, Goodyear initially recorded adjustments that reduce
 e Company's accounting records and its accounting policies and procedures. In an effort to identify the extent of the accounting errors, and t
 he restatement reduced our reported consolidated net income before taxes for the year ended December 31, 2002 by $8.3 million and conso
 hthe audit of our financial statements for the period ending October 31, 2003.
   restatement will result in a reduction of revenue and profit in the fourth quarter of fiscal 2003 and an equal or greater increase in revenue an
 t, the Audit Committee and the Company’s independent registered public accountants would have time to review the filing. On February 11, 2
eficient, and the Company was unable to timely and accurately close its books, resulting in many adjustments subsequent to closing its book
nciliation procedures.
 review process of the implementation of new accounting guidance, and the application of accounting guidance to new transactions. The Com

005, Countrywide’s independent auditor, KPMG LLP, informed the Company that all securities that contained embedded derivatives needed t
  the identification of certain material weaknesses in the Company's Internal Controls primarily related to: (a) a lack of consistent understandi
 sources and technical accounting expertise within the accounting function to resolve non-routine or complex accounting matters. 2 As a resu
 s: (i) lack of adequate preparation of account reconciliations and analysis necessary to accurately prepare annual financial statements; and (
nitor the differences between the income tax basis and the financial reporting basis of assets and liabilities to effectively reconcile the deferre
  we determined that certain errors existed in the prior period financial statements with respect to accounting for securitizations. The conclusio
kness related to the frequency of our analysis of the inventory obsolescence provision and the deficiency related to our method of analyzing t
d formal documentation process for lumber purchasing. Management and KPMG LLP also advised the Audit Committee of significant defic
ntend that such statements and omissions caused the trading price of our bonds to be artificially inflated. Plaintiffs seek compensatory damag
 the Company's internal control procedures that GT considered to be a "material weakness" under standards established by the American In
res to cure these weaknesses, which include changes in senior management, strengthening the independence of the Board of Directors and
" under standards established by the American Institute of Certified Public Accountants. Deloitte discussed each of these matters with the Co
C, and the Registrant has bolstered internal controls around the recognition of international revenues as part of its quarterly financial closing
  inadequate staffing and supervision at the USHP division, leading to the untimely identification and resolution of certain accounting matters;
 g and recording of settlement losses and the classification of cash flows. Subsequently, our independent auditors have observed additional a
ancial statements for 2003.
 CLOSURE CONTROLS AND PROCEDURES, priority has been given to meeting allreporting deadlines.
 sactions affecting common stock are properly documented and the appropriate accounting applied. 
 These additional procedures were i
nce program and (2) the process utilized by the Company to gather information in order to complete its annual impairment testing of its recor
and levelof personnel within the Company's corporate tax department. The insufficientdocumentation and inadequate level of human resourc
 noted a material weakness existed in the reconciliation and calculation of deferred revenue. That material weakness arose in connection wit
ses in both our Disclosure Controls and Internal Controls pertain to the following areas, (i) revenue cycle process, including revenue recognit
merican Institute of Certified Public Accountants and have advised us that, in their judgment, the reportable conditions constitute a material w
 nd evaluate accounting for transactions; inadequate procedures to ensure critical information regarding a transaction is known by the person
 able to adequately maintain our financial reporting obligations as a public company; inadequate implementation of uniform controls over cert
at these matters are considered a "material weakness" in JRM's ability to accurately estimate costs to complete first-of-a-kind projects. A ma
 atements were fairly presented in conformity with generally accepted accounting principles; Microtune lacked sufficient controls and procedu
material weakness" (as defined under standards established by the Americaninstitute of Certified Public Accountants) relating to the timely re
that our implementation of those policies, especially in evaluating the collectibility of discrete sales of laser units, needed to be improved.
ult of the foregoing, our financial statements issued during the class period were materially false and misleading. Plaintiffs contend that such
   on any given period would have been immaterial, we recorded a charge of $1.3 million against revenues in the fourth quarter to reflect these
  identified functional areas.
 t of internal control, management determined that controls over the processes at the Velardeña mill (the “Mill”) in Mexico should be documented and teste
ate to: - a material weakness involving contemporaneous documentation of all terms related to revenue transactions and conclusions rega
elating to our announcement that we would re-audit certain of our consolidated financial statements and that there would be material adjustm
ng improvements to our internal control procedures and our disclosure controls and procedures to address the issues we identified in our ev
d balance sheet items. This resulted in the Company recording adjustments to its deferred income tax accounts in the fourth quarter of 2004
 Company’s internal control over financial reporting included in the 2004 Form 10-K will conclude that the Company’s internal control over fina
  effective as of the year end as contemplated under Section 404 of the Sarbanes Oxley Act of 2002..." In connection with D&T’s audit of the
al distribution marketing expenditures and related reimbursement. We initiated procedures and reporting to document and support custome
ributed to the number of adjustments. The auditors advised that they were not able to determine whether the matters raised were related sole
 h flows for the years then ended…, in conformity with accounting principals generally accepted in the United States of America.” They did ad
 vely represented an overall material weakness in internal control over financial reporting that resulted primarily from inadequate finance staff
ence required to properly account for activity resulting from the billing system. In October 2003, our auditors issued a letter to us describing t
ributed to the number of adjustments. The auditors advised that they were not able to determine whether the matters raised were related sole
 ctober 1, 2003, we instituted a new policy for granting stock options in order to rectify the weakness and to prevent such an error from occur
 hese factors as described in Note 1 raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans
  tax provision and deferred tax accounts for the quarter and year to date periods ended June 30, 2003 and September 30, 2003.
g policies and procedures that are considered to be a material weakness in our disclosure controls and our internal controls for the year end
ated to the completeness of accounting policies and procedures and the segregation of duties for certain personnel with respect to inventory
                                                                                  that
 ed amounts for the years affected by the charge. Management has determined
 this internal control issue constitutes a material weaknes
uditors further noted that the adequacy of staffing levels in the finance area should be reviewed and strengthened.
h certain cash account reconciliations and with the lack ofcurrent customer financial information associated with certain commercial loanrelat
 se the propensity for human error. During the second quarter of 2003, the Company identified instances where errors were made in the estim
nt Deficiencies
•        We found general information technology control deficiencies related to disaster recovery and control over the progra
    (i)
 4: 
 As of December 31, 2004, the Company did not maintain effective controls over the accuracy of cash on deposit with our insurers. Spec
 atethe Company's consolidated financial statements. Another deficiency resulted inthe amendment of the Company's Form 10-Q for the per
y’s $255 million outstanding principal amount of senior unsecured notes … The Company has amended its Form 10-Q for the quarter ended
nce at theGerman subsidiary and once at the parent company. Management disclosed this factto its independent auditors, Grant Thornton LL

ernal controls pursuant to standards established by the American Institute of Certified Public Accountants ... KPMG advised the Audit Comm
ally relate to (i) adequacy of the training of the staff within the Company's accounting department, and (ii) quality control over the financial rep
he Registrant’s consolidated financial statements for the year ended December 31, 2003, D&T observed that the Registrant has experienced
se expense using the straight-line method over the term of the lease. During our annual external audit, it was determined that we were impro
 ples and as a result of the untimely resolution of errors. The incorrect applications of accounting principles involve revenue recognition, estim
ns, specifically within the external financial reporting area….
ntal Liabilities; Litigation and Insurance Reserves. Additionally, KPMG indicated that it believes these reportable conditions combined with num
 continuity and disaster recovery plan; dependence of a certain subsidiary on an outdated financial application; and customer contract files m
egregation of duties. The Company believes that its overall internal controls are, in fact, effective, and the Company strives to continue to ma
 2001 and 2002 and in its unaudited quarterly income information for the four quarters of 2002 and the first three quarters of 2003. The Com
   thisweakness. These initiatives address our control environment, organization andstaffing, policies, procedures and documentation and
 nd Exchange Commission. In particular, there were numerous accounting errors and misapplications of accounting principles generally acce
 he preparation of accounting records and the untimely reconciliation of certain accounts.
s and a lack of segregation of duties in certain foreign subsidiaries in connection with the audit of our financial statements for the year end De
 btain fair market value quotations for its derivative instruments. This resulted in the Partnership using an incorrect measure of fair value for it
s issued as compensation to employees and directors as well as payments for services…
 didn't find additional info, and I think this firm is a pink sheet anyway, so who cares...

ets and deferred lease credits had been understated and that previously issued financial statements should be restated. Because of this change in its leas
 rtified Public Accountants, involving the design of the Company'sinternal controls over financial reporting and their operation.
ed in inaccuracies in the Company's records, (d) insufficient supervision and oversight of the Company's accounting personnel, (e) inability to
atement close process for the year ended December 31, 2003. This matter has been discussed with the Audit Committee, and OCA has auth
y to the general ledger and inadequate information technology access controls, based on criteria established in Internal Control — Integrated Framework is
nal reporting and management structures appeared not to have been properly evaluated by management or considered in connection with o
0-K for the fiscal year ended March 31, 2003 filed April 30, 2004, the company believes trading in its securities at this time is highly speculativ
 ion, and accounting for contracts, particularly in the Registrant's South Korean operations. The Registrant has taken and is continuing to tak
  created a material weakness relating to internal control over financial reporting that resulted in the need to restate prior financial statements.
 controls over the estimation process associated with the establishment of accruals and reserves and the lack of adequate supervision of acc
nd procedures with respect to records retention are inadequate... [3] We need to improve our in-house expertise with respect to accounting f
ur reported results for the quarter ended May 31, 2004 and will make the necessary system, process and control modifications to record, pro
 f our financial statements for the year ended December 31, 2003, our independent auditors did not report any material weaknesses in our in
                              
                                                                                                          

31, 2004, 2003 and 2002… Deficiencies related to the structure and design of certain financial information reporting processes… Deficiencie
monitor business activities and changing circumstances to identify events that necessitate a more in-depth written and contemporaneous acc
 rnal controls related to the documentation of support for journal entries and ineffective review of financial information, although the letter note
  accounts payable ... Our independent auditors, Ernst & Young LLP, have advised management and the audit committee of our board of dire
 nt auditors during the 2001 and 2002 reaudits and the 2003 audits that they believe indicate a lack of effective monitoring and oversight of th

aration of account reconciliations and analysis necessary to accurately prepare financial statements and (ii) the lack of sufficient qualified per
 al actions have been taken, SunTrust was not able to fully remediate the material weakness in internal controls as of December 31, 2004. As
 process and absence of appropriate reviews and approvals of transactions and accounting entries. Certain adjustments were identified in the
ns for fiscal 2002, and the first two quarters of fiscal 2003, would need to be restated as a result of an error discovered in the computation of
         condition was not considered to be a material weakness. The second identified reportable condition was considered a material weakn
  ortable

 ng the necessary level of experience with U.S. generally accepted accounting principles (US GAAP) and SEC reporting; 
• we lacked contro
esources to accurately prepare consolidated financial statements from detailed accounting records; insufficiently developed accounting proce
ufficient controls over non-accounting documents; Weakness in our financial reporting process as a result of a lack of segregation of duties; a
nancial reporting during the quarter. Actions taken included re-evaluating and adding staff to raise the overall level of expertise, establishing o
 ica ("GAAP") in our financial statements and disclosures. This resulted in the classification of certain mineral rights as tangible assets rather
&Y”), our independent auditors, informing us that E&Y considers these deficiencies to be a “reportable condition” constituting a “material wea
 abilities and prepaid expenses were not operating effectively ... 
 • Revenue Recognition—The company’s controls were inadequate to ensure that reven
ent in identifying the accounting issues which were the subject of the two restatements. Specifically, the controls and procedures did not resu
s used in the preparation of financial statements and the lack of adequate management review over these processes. The material weaknes
xpense until employment had been fulfilled. This control deficiency resulted in an audit adjustment to the Company’s fiscal 2005 fourth quart
er financial reporting. E&Y has advised the Company, however, that none of these conditions or concerns individually constitutes a material w
committee are aware of these conditions. The following factors contributed to the aforementioned control conditions: rapid growth of the com
has implemented acompany-wide policy to eliminate cash transactions for the purchase of scrapmetals from industrial customers. The Com
ncial management and accounting personnel in over-riding internal controls; insufficient documentation and training around standard financia
 and revenue recognition should have taken place in the first six months of each fiscal year instead of in the fourth quarter of the preced
sess the impact of such transactions in a timely manner. In addition, at that time, the Company’s independent auditors identified and commu
for determining unrecorded liabilities.o Failure of financial management in certain operating segments to properly supervise personnel, enfor

 statements. The material weaknesses identified at The Dingley Press primarily related to the application of generally accepted accounting p
have advised the Audit Committee that these internal control deficiencies constitute reportable conditions and, collectively, a material weakne
                                                                        their
 t properly accounted for private training revenues. In addition, during
 2003 audit, KPMG noted we were not properly accounting for our m
nd Exchange Commission.
st, including the lack of an effective monitoring and operational oversight function in this area, is a material weakness
dures … The Audit Committee has been advised that these internal control deficiencies constitute reportable conditions and, collectively, a “
 its subsidiaries have insufficient personnel in the corporate accounting department with sufficient knowledge and experience of U.S. GAAP
                                                                    a
 not successfully address this concern, the combined company’s
bility to comply with applicable financial reporting requirements on a timely
n sold. // During the quarter there was a material weakness in our recording of atransaction involving equity compensation for one former
e fully reconciled with the general ledger. This issue was found to be the result of a software writing problem in connection with an outsource
n violation of GAAP and its own revenue recognition policy; (3) that Verdisys lacked adequate internal controls and was therefore unable to a
ed us that they consider these matters to be “material weaknesses”…

 e transactions and reconcile them to the bank statement, but adjusted our financial records to the balance on the bank statement. This was
ese internal control issues collectively constituted material weaknesses as defined in Statement of Auditing Standards No. 60. In addition, the
 not provide information on a timely basis in order to meet financial reporting requirements, namely, the financial statements required by Form
culations. As a result of auditor inquiries, correcting adjustments were made to actuarial assumptions used to determine the accruals for pen
 ir report, except that in connection with the audit of the fiscal year ended March 31, 2004, PwC advised the registrant that it had not complet
ain to the account analysis, review procedures and reporting structure of our financial reporting closing process and the revenue recognition a
mation, particularly with respect to Solo Cup Company's non-U.S. subsidiaries. We anticipate that we will need to upgrade our systems, impl
extensive reconciliation and outside corroboration to finalize financial information. 
 These issues caused significant delays in producing fin

 l weakness related to our need to increase our financial reporting and accounting staffing levels to ensure that we can meet our financial rep

ompany has authorized Deloitte to respond fully to inquiries by Rothstein & Kass concerning this matter.
 as of December 31, 2004.
 related to (i) improper reconciliation of clearing broker statements to accounting records, (ii) improper expense recognition, including expens
port in its Annual Report on Form 10-K a material weakness in the internal control over financial reporting related to the calculation of depletio
 of timely management review, which contributed to fourth quarter adjustments relating to inventories, accounts receivable and accounts pay
 sly announced on December 8, 2004, the Company will restate its previously reported financial results for 2002, 2003 and the first six month
ntrols that had no effect on our financial statements. Addressing those weaknesses is a top-priority item for management, and we continue to
 g our financial statements for the year ended December 31, 2003, including … weaknesses in internal controls involving revenue recognition
nitedStates)). In its communications with the SPSS Audit Committee, KPMG stated thatthese deficiencies were related to:           - Certain accou

 identified certain segregation of duties issues without compensating controls.
e, which, under FASB Statement No. 91, should be deferred until the contracts are sold. The Company was amortizing such deferred amoun
ns,"as defined under standards established by the American Institute of CertifiedPublic Accountants, or AICPA:On one occasion in April, 2004
he reporting procedures established under Baxter’s Global Business Practice Standards. Upon becoming aware of the issues in Brazil, senio
over period-end analysis of deferred revenues, accounts receivable reserves, related contra accounts and certain foreign subsidiary financia
 sing process as disclosed in the Company’s 2003 annual report filed on form 10-K. The Company will continue to evaluate its needs in the co
 ing these errors, in this annual report on Form 10-K/A, we have restated our consolidated balance sheets as of December 31, 2002 and 200
  Company to Equistar in December 1997, and (ii) incorrect interpretation by the Company of Equistar tax return information provided by the "
unting. / Based upon our review and analysis, we determined that an adjustment of $80.0 million to commissions receivable in our Life Insura
                                                                                                   that
ntees. We took steps to improve our predecessor’s internal controls in this area and we believe
 we have remedied this weakness. As a re
  impact on the statements of operations for fiscal 2004 or for cash flows for any fiscal period reported. Warrant Valuation The valuation of the
s it to conclude that any of the Company’s quarterly results in fiscal 2004 were incorrect in any material respect. Further, the Company determ
 hich resulted in a material adjustment to our consolidated statement of cash flows for the year ended December 31, 2004...   Our management has conc
 gfunction. We believe this resulted from continued cost cutting efforts, whichresulted in the termination of various accounting personnel durin
ples, and adjustments relating to the completeness and accuracy of certain underlying data, which materially changed our financial statement
  For a detailed description of the restatement see our Annual Report incorporated in Form 10-K for the year ended May 31, 2004. Our indep
a                                                                                                                               a

pproximately $1.6 million and an understatement of its expenses during 2003 by approximately $0.8 million. This division
ccounted for app
 cognition to ensure transactions were properly recorded in accordance with management's criteria and generally accepted accounting princi
on leading to the untimely identification and resolution of certain accounting and disclosure matters and failure to perform timely and effective
ountants indicated that the identified material weaknesses did not affect the auditors’ report on our financial statements for the year ended D
matters and manage the increased financial reporting complexities and (ii) the Company's current monthly close process does not mitigate th
   o                                                                                                                                        o
 ry
f the discrepancy. The O/P/S system replaced more than 15 different billing and cash collection platforms previously utilized in our
ver 60
 ses, complex transactions and financial reporting matters include those relating to the transfer of financial assets, derivative financial instrum
 d recorded monthly financial information. Because all information required to be recorded was not known at month-end, the Carlisle facility u
ols; inadequate credit screening procedures and controls; inadequate shipping procedures and controls; inadequate procedures for adding ne
nstruction contract; and Second, a weakness in reasonably adjusting estimates to the expected costs of performing long-term construction co
ount included on the general ledger and a difference of $398,000 was noted. … 2) Entries for activity on Surety Capital Corporation’s separat

with U.S. generally accepted accounting principles. In addition, the Company did not have effective review procedures associated with the Co
nsured obligations. In order to reduce the risk of recurrence of such material weaknesses in future periods, the Auditor recommended that th

h and equivalents in the hands of the same employee. Usually, this lack of segregation of duties represents a material weakness in a compa
cation of Escalon policies and procedures to personnel of newly acquired business
's internal controls. Livingston Wachtell & Co., LLP, while conducting the review of the June 30, 2004, financial statements, has found some
f the Company’s historical financial statements, the Company’s management concluded that a material weakness existed in the Company’s internal contro
he Company has assigned a designated contact for all written correspondence from regulatory agencies. This contact will be responsible for
 reas; inadequate internal review on supporting calculations/schedules for journal entries; insufficient integrated computerized accounting sys
certaininternal controls surrounding the proper reporting period in which to recognizerevenue for sales with FOB destination shipping terms.
 weaknesses through improvements to training and enhanced oversight over non-routine transactions.
 ntrols related to the segregation of duties within the accounting function. Other weaknesses related to the discovery of accounting errors as
 e for the third quarter of 2004. The cause of this capitalization error was the inconsistent application of our corporate accounting policies at c
  a reconciliation of the net deferred loan fees entered in the loan system compared to the general ledger balance was not being performed. T
view of the selection and application of generally accepted accounting principles to significant non-routine transactions…”
 d financial statements may occur and not be detected within a timely period by employees in the normal course of performing their assigned
   consideration of our internal controls was in connection with the performance of its audit and would not necessarily result in identification of
                                                              A
 shed by the Public Company Accounting Oversight Board:
ccounts Payable Reconciliations -These reconciliations were incorrectly prepared
  ted … To this end, we have initially enhanced communication processes to provide more timely communication of events or transactions tha
errors in the computation of our allowance for loan losses and corresponding provision for loan losses led to a decision to restate our financia
  t registered public accounting firm will contain an adverse opinion with respect to the effectiveness of the Registrant's internal control over fin
 gn and operating effectiveness of certain controls surrounding the financial statement close process was based on several adjustments that
  al, labor rates, manufacturing overhead rates, etc.) must be updated at least once each fiscal year, preferably at or near the fiscal year end.
 C and the Public Company Accounting Oversight Board and that this lack of expertise represents a material weakness in the operation of ou
 training on our enterprise resource planning system.
elieve this resulted from continued cost cutting efforts, which resulted in the termination of employees during the years ended March 31, 200
ot constitute a material weakness.
KPMG’s dismissal, the Company has concluded that the transaction structures are VIEs and that it will be restating its previously issued financial statemen


 tors. We previously experienced a general weakness in recording equity transactions involving the grant of options and warrants which caus
debt expense on various contracts; (iv) that we identified the accounting events associated with the continuation of employee stock options fo
nclude that, with respect to the recording of taxes within discontinued operations, its controls environment as of Dec. 31, 2004 was ineffectiv
akness, including, inadequate staffing and supervision leading to the untimely identification and resolution of certain accounting matter
 the application of the “probable” and “reasonably estimable” criteria of Statement of Financial Accounting Standards (“FASB”) No. 5, “Accou
 ar ended June 30, 2004, PwC informed the Company’s Audit Committee that it believes that the personnel and management of the Compan
 e Corporation's independent auditors have advised the Audit Committee that this internal control weakness constitutes a material weakness
ds established by the Public Company Accounting Oversight Board). MK noted the lack of adequate internal control / review procedures requ



  auditors, Moss Adams, LLP, who have recommended taking steps to alleviate the inadequate segregation of duties within these areas…
ls over system access, inadequate documentation of policies and procedures, and ineffective controls to monitor compliance with existing po
wof accounts, resulting in a delay in our filings with the Securities andExchange Commission.
(as defined under standards established by the Public Company Accounting Oversight Board) in the Company’s disclosure controls.
he mat T
 ration, billing, revenue recognition, and subcontractor processes. This assessment has raised the following areas of concern and focus: (i) s
in the Company's internal controls. The material weakness noted by the auditors is that the Company's financial statement close process do
 n acceptably low level the risk that errors in amounts that would be material in relation to those financial statements may occur and may not
anty inventory, overhead allocations, classification of revenues and expenses and adherence to generally accepted accounting principles.
D    •
 of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statement
 B did not segregate these assets into a separate expected useful life category for depreciation purposes. Management determined that the i
 edures or expertise needed to prepare all required disclosures; and evidence that employees lack the qualifications and training to fulfill thei
                                                      

red Stock and the Company's put option liability … During the first quarter of fiscal year 2005, the Company has continued to implement chan
urnished in a report on Form 8-K did not include a necessary accrual as of June 30, 2004, since corrected by amendment. The Company im
antify the financial effects at March 31 or June 30, 2004 of the errors discovered with regard to inventory purchasing. Therefore, managemen
 considered to be “reportable conditions”, as defined under standards established by the American Institute of Certified Public Accountants, o
eakness in internal control going forward. The plan will entail implementation of improved procedures and controls over recording accounting

nsactions were inadequate and represented material weaknesses in the internal controls of Novint…
nsideredto be "reportable conditions", as defined under standards established by the American Institute of Certified Public Accountants or AIC
 k beneficial conversion features and dividends in fiscal 2003 and during the various quarters in fiscal 2004.

y put in place a number of work-around procedures and controls to counteract the effects of observed information gaps. During the completio
  return and exchange in violation of our revenue recognition policy, and a manufacturer’s representative had not actually made sales that it h
 turns and consolidation decisions, accounting for the reimbursement of certain costs under management agreements and the accounting fo
ocedures, and financial information systems in this area to comply with the methods required by GAAP to ensure accurate measurement of e
   Company determined that variable plan accounting was required to comply with generally accepted accounting principles in the United Stat
  inappropriately applied to          certain sales in several quarters during fiscal 2003 and 2002;     - errors or lack of substantiation with re
 egation of duties and financial reporting matters that they considered to be deficiencies and which they considered, in the aggregate, to cons
 cepted Auditing Standards. The weaknesses related primarily to a lack of timely and sufficient analysis, reconciliation, documented support f
 2, in our internal control over financial reporting as follows:1. We lack sufficient human resources within our accounting and financial reportin
 t, the introduction of complex transactions and preparing for this offering increased the burden upon Encore Credit’s financial and accounting
e noted across all of the Company’s operating divisions, are generally the result of incompatible duties, undocumented controls, lack of moni
  policies that led to the restatement of our financial statements for this tax matter...
Committee have investigated this matter and have concluded that the area identified has neither had a material impact on, nor has it led to m
 ility to estimate distributor sales returns in accordance with SFAS no. 48. Tripath is actively recruiting a "financial expert" to join the Board an
of a material weakness in our systems of internal control….
 he audit process and have been appropriately recorded and disclosed in thisForm 10-KSB.
ncial statements ...   • The Company failed to perform certain control procedures designed to ensure that the financial statement presentations and related
 of operations from 2002 through June 30, 2004. As a result, the Company determined that a material weakness existed in its financial reporting and disclo
 company’s new business processes and systems utilized to record revenue and manage the related accounts receivable associated with sal
purposes of calculating the income tax provision and the lack of effective communication between and among senior management, counsel a
 re controls and procedures, and accordingly, that the Company’s disclosure controls and procedures were not effective as of September 30,
 actions relating to the Company’s Canadian subsidiary, which were incorrectly recorded over the five fiscal quarters ending June 30, 2004. T
  edit or Revolving Debt Arrangements” to a syndicated senior secured debt financing completed on March 5, 2004. The errors were immedia
 , including the necessary testing and remediation, on a timely basis and in a satisfactory manner, our independent auditors may be unable to
  rchasing process, and certain weaknesses in the information technology control environment in addition may be deemed to constitute a mat
  rocedures did not result in proper recognition of revenue related to the EAP program.
ents to inventory to the lower of cost or market do not ensure that adjustments were made in accordance with generally accepted accounting
 ounting for this default is included in the Company's financial statements for the year−ended June 30, 2004.
   of certain loan fees, the need to implement additional access controls over the Company’s computer systems to minimize the risk of unauth
 of products was not picked up by the carrier in a timely manner on the last day of the calendar quarter. This error was not detected by our in

ove, we concluded that our internal controls and procedures were ineffective as of September 30, 2004… The adjustments to our financial st
he control deficiencies that resulted in the income tax provision being higher than required represented a material weakness in the company’
 o record an accounting entry for a material severance charge resulting from the modification of two option agreements (extension of the opti
  tagging procedures, and new controls over the disposition of assets….
 internal control over financial reporting in 2003.
such adjustments as cumulative translation adjustments within shareholders' equity on our balance sheet for that period in accordance with F
s did not affect the accuracy of our financial statements included in this report. However, it represented a material control weakness in our in
 20,000 key controls over financial reporting. As part of this initiative, we have invested a substantial amount of time and resources in docum

accounting principles to non-routine transactions or to transactions subject to new or complex accounting pronouncements, as the result of a
uate reviews of its accounting records and prepare appropriate support for the accounting positions taken by the Company, and for its indepe
   which means that this was an issue that in the auditor’s judgment could adversely affect our ability to record, process, summarize and repor
  dated financial statements as of June 30, 2004 on Form 10-K/A, our acting principal executive officer and principal financial officer supervise
 orrective actions…
een identified and resolved by the company as part of the internal close process. The adjustments involved a calculation error that caused the
 tered public accounting firm concluded that we needed to further evaluate our resources, processes and controls to implement improvement
an a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.” Managem
ax asset valuation reserves established at the time of fresh-start accounting as of October 31, 2002…During our evaluation of these items, w
    CEO's expense report…
orm consolidations, without appropriate monitoring controls, which could result in errors in the financial statements 3. The Company has insu
 rtain maintenance and service arrangments when the services were performed in 2003 and the first three quarters of 2004. Vital Images has
  ancial reporting function and the preparation of financial statement disclosures relating thereto. The Company has assigned a high priority to
n remote likelihood that a material misstatement in the Company’s financial statements will not be prevented or detected by the Company’s e
he year, resulting in accumulated differences between the consolidated trial balances and subsidiary trial balances; 3. Maintaining accounting
s A preferred stock and warrants. As a result the Company has restated its financial statements in its June 30, 2004 10-QA. The Company w
Restatement, the Company’s auditors, Deloitte & Touche LLP, delivered a letter to the Company regarding “ material weaknesses” in the Com
 he application of our revenue recognition policy at one of our divisions. As described in Part II, Item 9A of our Forms 10-K for the fiscal years
    knowledge and the use of corporate finance staff to assist in the preparation of the financial records…
ubsequent to these actions, the Company’s CEO and CFO, following consultation with the Audit Committee and outside corporate counsel, h
d upon entering into the June 24, 2004 settlement agreement with the IRS for the tax years 1990 through 1992, (ii) concern (a) the computat
mply with the Company’s disclosure obligations under the Securities Exchange Act of 1934, and the rules and regulations thereunder. This d
 w internal policies related to financial reporting. We believe that the new internal policies will address the conditions identified by our CEO an
  ion of employees during our fiscal year ending December 31, 2004. Management believes that sufficient compensating controls have been i
                                                                                                                         

 ions,” as defined under standards established by the American Institute of Certified Public Accountants or AICPA: • Lack of reconciliation of a
                                                                                             M
 re-perform such account reconciliations, which was completed on November 22, 2004.
 anagement has determined that this failure to comp
ax accounting function and (c) incorrect conclusions reached regarding the accounting for our deferred income tax accounts and related valu
d controls related to the preparation and review of quarterly and annual tax provisions were not adequate to ensure that the deferred tax prov
                                                                              T
  he financial statements of certain of our subsidiaries in recent periods.
he principal material weakness identified by our auditors was that ou
 atements for the fiscal quarter ended May 31, 2004. The error was indicative of a material weakness of internal controls in reviewing significa
   the monitoring and oversight of third party specialists engaged by us….
  ating results. In performing its review of the company's Form 10-QSB forthe third quarter of 2004 MP has alleged that misstatements were m
  te of Certified Public Accountants. The Company recorded adjustments for the items identified….
 fectiveness in internal controls over financial reporting as it relates to the Company's consolidation process. The Company is also in the proc
 Executive Officer and Chief Financial Officer now believe that the Company’s disclosure control procedures were not effective as of the end
en policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disc
 giving rise to the second restatement, FormFactor had hired an internal audit director, a new tax director and an additional accounting mana
mmon stock and warrants. The financial implication of this inadvertent oversight was an increase in stockholders' equity and oil and gas prop
 ee of Trinity Learning's Board of Directors of the following material weaknesses in our financial reporting: (i) inadequate control over activitie
duced and sent to a certain customer due to a lack of aformal review by anyone other than the preparer of the invoices and the shippingdocu
 ccounting Oversight Board Standard No. 2). In response thereto, the Company has performed a review of its excise tax calculation and repo
intangibles related to our foreign acquisitions did not comply with the requirements of SFAS No. 52. In connection with our 2001 and 2002 fo
 mpany’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in its periodic
 ntified certain gaps in its internal controls over financial reporting that the Company has either remediated or is in process of remediating; ho
documentation regarding the Company’s foreign currency translation methodology; and (iv) inadequate periodic review of the trial balance fo
ice provider, initiating journal entries, and reviewing such reserves. As such, it appears that the internal controls related to these self-insuran
r billing records and the general ledger accounting systems of the Company’s two Gas Distribution utilities, Peoples Gas and North Shore Ga
 n internal control practices. While the activities of the Company are being closely monitored by the Board of Directors, our inability to provide
es-Oxley Act of 2002 requires our Audit Committee to establish procedures for “the confidential, anonymous submission by employees . . . re
ness led to a restatement of our 2002 and 2001 financial statements. Second, the auditors identified a material weakness related to the lack
ncluding the need for additional skilled accounting and SEC experienced personnel to enhance the accounting department both domestically
year 2004 and the first part of fiscal year 2005, the Company has implemented changes in the internal control over financial reporting to addr

ectives of the control criteria and contains an explanatory paragraph that states there was a deficiency in CKE Restaurants, Inc.’s internal control associate
mpany Accounting Oversight Board… The material weaknesses identified by our independent registered public accounting firm were as follo
pany's independent registered public accountants orally notified theCompany's Audit Committee that they had identified a material weakness
                                                                                         

 identified controls in preventing or detecting misstatements of accounting information; • absence of appropriate review of significant transact

preparation of accounting records...
) reported within the time periods specified in the Commission’s rules and forms.The Company is currently studying ways (i) to strengthen its
uarter of 2004. 
 Revenues for the fourth quarter of 2003 were overstated by $0.2 million related to a product return, which certain Compan
nation and recordation of loans held for sale and (ii) the recordation of deferred loan origination fees and costs...
 to Cortelco Shanghai were not effective for the two month period from the date of the acquisition until the end of its fiscal year at July 31, 200

dinates to take actions that circumvented or otherwise defeated the existing internal control system. Management concluded that, among oth
ses in the accuracy of certain product shipping information provided by two distributors of our products. These weaknesses contributed to the
 ash disbursements, inventory accounting and document retention. Certain of these internal control deficiencies may also constitute deficienc
  stablished by the Public Company Accounting Oversight Board… These material weaknesses are: (1) limited resources and manpower in th
   perform timely cutoff and reviews, substantiation and evaluation of certain general ledger account balances; inadequate procurement proce
  of Certified Public Accountants. Specifically, Ernst & Young reported that internal control deficiencies relating to management’s proposed so
eficiencies in Fannie Mae’s process of closing its accounting records for the quarter ended September 30, 2004 that resulted in post-closing
 at Wyoming County Bank ("WCB") and National Bank of Geneva ("NBG") contained in recently completed loan review reports as of June 30
 tes to the adequacy of supervisory reviews. There were several instances where items affecting the financial reporting of the Company were
adjustments and (3) lack of sufficient personnel with appropriate qualifications and training in certain key accounting roles and adherence to c

nversion to a new ERP system, which in turn prevented the company from completing its consolidated financial closing process for the fiscal
 at it considered to be a material weakness in our internal controls over financial reporting under standards established by the Public Compan
 ed to design of policies and execution of processes related to accounting for transactions involving insurance premiums, real property taxes
 rting personnel with respect to the accounting for certain transactions associated with the Predecessor's CDO investments and other Compa
 n the course of a review and inventory by the Company of its deferred tax balances undertaken during the fourth quarter of 2004. Restated u
be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
 e recognition of rent expense as of the lease commencement date contained in an operating lease, and deferred income taxes in connectio
 r Line, Inc., its wholly owned subsidiary. The Company determined that a process error existed which resulted in the failure to eliminate certa
 eficiencies are a “material weakness” in the Company’s internal controls with respect to its analysis, evaluation and review of financial inform
  to the effect of lessee involvement in asset construction, lease incentives, rent holidays and leasehold amortization periods were ineffective
 registered public accounting firm was one that the design of our internal control structure did not include a formalized process for: a) docume
 nificant financial statement accounts requiring a higher degree of judgement and estimates, in part due to the need for more personnel as w

ess identified related to the Company’s historical accounting for the Company’s self-insurance reserves, which did not recognize that the actu
segregation of duties over cash and related cash processing. Thisweakness caused the following deficiencies: o inadequate control o
                                                                                                                                          

 ablishment of an environment in which strong systems of internal controls and disclosure controls and procedures are encouraged. • Certain
 hief Financial Officer) was engaged full time in the period-end financial reporting process.
 ent research and review by adequately qualified personnel of interim and annual financial statement classifications prior to issuance of the re
 dress the non-routine accounting matters, and manage the increased financial reporting complexities resulting from the acquisition of Techn
 bling personnel to fill in if one individual is absent; and our policies and procedures relating to cash disbursements, cash handling, cash rece
  2004. Therefore, PricewaterhouseCoopers will issue an adverse opinion with respect to the company's internal controls over financial repor
 xperience in evaluating complex leasing and other transactions and (ii) insufficient formalized procedures to ensure that all relevant documen
 hat was created as a result of this benefit. The reserve was inappropriately established with a charge to earnings. Proper accounting was de
or intentional misconduct by the Company or any of its employees. However, the report identified: deficiencies in the Company’s internal con
 grants that were made to new hires on their offer acceptance date, rather than the date of their commencement of employment, during the p
material weakness” …. These material weaknesses include deficiencies in the Company’s internally developed software capitalization guidel
closing process.During the year ended October 31, 2004, we retained the services of an outsidefinancial consultant who assisted us in closin
controls over the Company’s financial reporting. If the Company is successful in its capital raising efforts it intends to reestablish an audit com
sult of a material weakness that existed in control procedures in compiling information on premium accruals.
 d experience of US GAAP in the Company’s corporate accounting department and that Ernst & Young considered this matter to be a reporta
o software revenue recognition; and 
 
• the business processes and procedures of Camtronics need to be improved to ensure that they do
has been locked and related financial derivatives. Changes in such fair value are recorded to gain on sales of loans and to other assets or other liabilities.


r 31, 2004, and SIRVA expects an adverse opinion with respect to internal controls over financial reporting from its independent registered pu
n to separate incompatible duties such that no employee has access to both physical assets and the related accounting records or to all phas
 ffective financial closing process at Dot Hill as of December 31, 2004. Management believes that such events are the result of (i) an inadequ
y disclosed, the significant internal control deficiency that caused the recent accounting reclassification of certain leases from sales-type to o
 e Trust noting two reportable conditions under standards established by the American Institute of Certified Public Accountants that McGladre
nnel impacts the Company’s ability to appropriately segregate incompatible financial accounting and reporting responsibilities and limits the C
ments of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” as part of the financial repo
 fficient instruction to employees responsible for significant estimates emphasizing the need to report using accurate and reasonable assump
s because it believes that at the time the Company filed its 2003 Form 10-K in March 2004, management was aware that there had been sig



nt determined that we should have recognized these costs as incurred rather than as paid. Our management determined that the internal co
 operating divisions.
n Contracts, an interpretation of APB Opinion No. 10 and FASB Statement No. 105” (“FIN 39”). Management concluded that, while some of o
ommensurate with the Company’s financial reporting requirements. This material weakness contributed to the following control deficiencies
adjusting journal entries that we recorded were material to the financial statements taken as a whole. The errors identified by our auditors re
 ertain local accounting personnel within the Latin America region. Consequently, management is unable to conclude that the Company’s inte
 ounting for vendor allowances. Prior to and at the beginning of the fiscal year covered by this report, the Company implemented additional co
 ing that quarter with our former chief operating officer. Those errors, which resulted in the restatement of our financial statements for the qua
 ary. These adjustments were the result of inadequate internal controls over financial reporting including lack of timely, reviewed and approve
 e Company, the acquisition of the Aviel Electronics division, the expansion of operations to Nevada and the ever-increasing complexities of standards of fi
   The material weakness related to the misapplication of GAAP and resolution of outstanding reconciling items have been corrected in th
n long-lived assets on certain leased properties. The accounting forthe allocation of federal tax attributes was corrected on Forms 10-Q/A file
                                                           T
 ed in more detail in Note 2 to the Financial Statements. 
his correction in the Company’s revenue recognition treatment reflects a correction
cies with respect to financial data document retention. In addition, the Company does not have policies and procedures with respect to the m
  Our auditors determined that the Company lacked certain procedures, staffing, and required expertise needed to properly account for non-ro
  g to our Japanese subsidiary for timely detection, deterrence and mitigation of wrongdoing and improper activities that led to the restatemen
udgments and estimates to achieve accurate financial reporting; (3) ambiguous and inconsistent internal accounting policies and procedure;
  ertain of the Company’s general operating obligations. These control deficiencies resulted in our inability to prevent and detect incomplete ac
g involving complex tax rules relating to tax regulations that vary by state. The amounts reported today include all adjustments necessary to p
erial weaknesses” as defined by these standards. During the course of the year-end closing process and in considering certain comments tha
3 to reflect an increase in inventories and a corresponding liability in the amount of $1.7 million. Grant Thornton LLP noted that in accordance
 tion.Subsequent thereto, all of the officers have been replaced. Prior to thisreplacement of management, the Company believes that ma
 uary 14, 2005.
  g the Company’s internal accounting personnel in applying accounting principles generally accepted in the United States to transactions that
and/or reportable conditions in our internal controls during the fiscal year ended June 30, 2004 were identified:
 •
                                                                                                                   
          The current organi

                                                                                              

 e change controls; and 2) security around user access rights to certain application systems. • Lack of sufficient documentation over the year

elates to the company's accounting for income taxes in the fourth quarter as part of the year-end reporting process ... Management will disclo
al reporting as of December 31, 2004. ... we have been informed by Grant Thornton that they have identified two material weaknesses as of D
 eficiencies that made the restatements necessary indicate the existence of a material weakness, as defined by the Public Company Accoun
 ngual Vice President of finance.        2) Improved controls relating to the payment of certain expenses               at one of our Mexican

ot effective. The Company has taken steps to identify, rectify and prevent the recurrence of such circumstances. As part of this undertaking,
 es resulting from the lack of personnel needed to institute andmaintain a proper system of accounting controls.
 ation procedures at Patterson Pump Company, which resulted in an untimely recognition of a decrease in inventory. The Audit Review Com
development of supporting documentation, an internal review, and a           review by a third party tax firm were designed correctly, the
ng and administering our hedge positions received and obtained a thorough understanding of all DIG interpretations that led to a failure to co
 ecember 31, 2004, we did not maintain effective controls over the valuation of the restructuring accrual and related provisions. Specifically, o

 chnology general computer controls (internal security and change management) and restricted access contribute to deficiencies in [three] ar
n thefinancial close process. Neither of these weaknesses resulted in material errorsin our December 31, 2004 financial results as reported in
m staff with inadequate proficiency to apply the Company's accounting policies in accordance with U.S. generally accepted accounting princip
 ncial results for the quarter ended December 31, 2004, the company identified approximately $4.8 million of pre-tax adjustments of which ma
 es over the authorization and approval of transactions. 2. Insufficient analysis, documentation and review of the selection andapplicatio
 ounting transactions; and (2) inadequate or ineffective information technology system control processes. As a result, management was unable to conclude
 toring controls over our year end external financial reporting process being ineffective. Our preparation of the year end financial statements
 eakness in internal control, Friendly Ice Cream Corporation concluded the Company's previously reported annual depreciation expense and

 gement’s assessment of the effectiveness of our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the E
 termined that this condition constitutes a material weakness... ...[I]n our opinion, because of the effect of the material weakness described
  of December 31, 2004. Accordingly, our independent registered public accounting firm will issue an adverse opinion with respect to the Com
mittee that it had made a preliminary determination, similar to recent determinations by many other publicly-held retail and restaurant compan
within the identified functional areas.
 e aggregate, are significant enough to be reported as a “material weakness” in the Company’s financial controls as defined in AS No. 2. The
pendent registered public accountants. As a result of this material weakness in internal control over financial reporting, management has concluded that, a


defined by the Public Company Accounting Oversight Board's Auditing Standard No. 2...

 n the incorrect lease accounting represented a material weakness in internal control over financial reporting as of January 1, 2005.
 iously issued financial statements...
  ain contingently returnable shares of the Company’s common stock and contingently returnable cash issued into escrow for the NOMOS sel
 ber 31, 2004 ... During the course of our audit of the Company’s consolidated financial statements as of and for the year ended December 3
ned that it has an internal control deficiency that constitutes a "material weakness" as defined by the Public Company Accounting Oversight B
                                                       
                                         
                         

 ccounts receivable, including related adjustments • cash receipts and cash disbursements • physical inventory counts • reconciliations of pre
 icant deficiency in internal control over financial reporting and a strong indicator of a material weakness. Consistent with these standards, ma
  our processes were neither sufficient nor documentedadequately to rely upon. We therefore conducted a physical inventory after yearend w
 he Company’s interpretation of U.S. generally accepted accounting principles. As a result of these deficiencies in the Company’s internal con
e an assessment and concluded that deficiencies in internal controls that led to these errors constitute "material weaknesses" as defined by t

 ther-than-temporary and charged to income as realized losses.
 8, 2002 for the effects of amortizing intangible manufacturing rights.
 he control deficiencies that resulted in the income tax provision being higher than required represented a material weakness in the company

ncial Officer on a transitional basis through the completion of certain financial reporting events, including the filing of the Annual Report on Fo
 ransactions ... As a result of this material weakness, management will not be able to conclude that the Company's internal controls over fina
ment required by Section 404 of the Sarbanes-Oxley Act. The total amount of refunds sought by the Company in connection with the Claime
 AWA. These accounting errors were the result of deficiencies in its internal control over financial reporting from the lack of effective reviews
ent to the initial filing of the aforementioned Form 10-Q, we identified these errors related to our accounting for the acquisition of George Mas
4 we accounted for a put option incorrectly under FASB Statement No. 150 "Accounting for Certain Financial Instruments with Characteristics

 oftware contracts resulted in the material weakness in internal control over financial reporting related to revenue recognition. This material w
  ("SAS") 70 report from the three companies that provide totalisator services to the Company. Despite management's timely requests, Scientific Games R
ny’s internal control over financial reporting, management has concluded that, as of December 31, 2004, the Company’s internal control over financial reporting was not effect
ancial statements without material misstatements. As a result, (1) a journal entry coding error was identified relating to the accounting for a le
  was not effective as of December 31, 2004 ...
 he Company had a prior business relationship. There was limited             evidence that personnel with financial oversight responsibilities had
 ross revenue (billed charges) and gross accounts receivable to their net realizable amounts. Consequently, the Company recorded an increa
ed accounting treatment...
  statements which creates a more than remote likelihood of a material misstatement of revenues.Deficiencies related to the internal controls
 g were not effective. Particularly in the third quarter of 2004, the finance department did not review our press release and communication of
 red Inc. concluded the Company’s previously reported rent expense and depreciation expense had been understated. The insufficient contro
orporate finance staff in its monitoring and evaluation of the financial position and operating results of the Company, increasing the risk of a f
plemented, management believes that these new policies and procedures will be effective at remediating this material weakness.
  ventory... Because of the aforementioned material weaknesses, management determined the Company's internal control over financial re
 tion of goodwill to one reporting unit consisting of certain fabricating businesses acquired in the Pechiney Combination and for which the Com
sure and application of Canadian and U.S. Generally Accepted Accounting Principles (GAAP) for those matters. 
 Management has undert
 tion to our lack of qualified expertise in income tax accounting under U.S. GAAP, management is unable to conclude that the Company’s inte
ses resulted in errors in accounting that led to the restatement of the Company’s December 31, 2003 and 2002 annual consolidated financial statements to
2005 release of 2004 financial results. ... In view of these audit adjustments, the Company now expects to report, in accordance with the Sar
 with these discussions, and following consultation with our independent auditors, we determined it was necessary to restate the previously is
s reported in the 3rd quarter 10Q for the period ended September 30, 2004. As a result of the institution of the improved procedures in the se
 the Company's internal controls over financial reporting were effective as of December 31, 2004. Therefore, the Company's independent aud
                                    

deferred tax assets and liabilities.

 s as of and for the year ended December 31, 2004. This error was corrected prior to the publication of our financial statements....
 f America. Accordingly, we have restated the previously issued consolidated financial statements. See Note 2 to the consolidated financial st
nd subledgers, and (iii) inadequate segregation of duties.With respect to recording purchases, expenditures, accounts payable and cashdisbu
 ive controls over assessing the terms of stock purchase rights to determine whether such rights meet the conditions of a non-compensatory
 ppropriate supporting documentation. This deficiency results in a more than remote likelihood that a material misstatement to the Company’

 table condition” is a matter that comes to an auditor’s attention that relates to a significant deficiency in the design or operation of internal co
 as changed. It is the goal of management to implement consistent controls at both of the banks. Due to this change, the testing and docume
entexpense during the year was understated due to the accounting treatment for a"free rent" period that was provided in its lease agreement
                                                                           

  and document the monthly and quarterly financial closing processes. • Control procedures over inventory shipping and recognition of revenu
 e Company’s internal control over financial reporting was not effective based on those criteria.
 were not sufficient to reduce to a remote level the risk of a material misstatement. The number in that line item in the draft reflected the Co
  the preparation of our income tax provision under SFAS No. 109, Accounting for Income Taxes.

accurate accounting for impairments in investments accounted for under the cost method in its financial statements...
gulations of the SEC. The insufficient controls include a lack of finance staff with the proficiency to interpret such principles and rules, and inadequate revie
had departed              the Company. Additionally, most other Company personnel that the Company's accounting department interacts
to date, Lexar expects to disclose in its Form 10-K that its internal control over financial reporting was not effective as of December 31, 2004
dingly a reduction in the Company’s deferred tax asset valuation allowance should have been recorded rather than recognition of additional

tion of generally accepted accounting principles with respect to purchase accounting for certain 2004 acquisitions. This material weakness re
 audit committee that reviewed management’s conclusions.         H. When management finalizes its plans to address the problem areas, it will be the Audit C
 ons: (i) insufficient policies and procedures to ensure that employees in the merchandising department of the acquired entity acted in accord
he quarter ended December 31, 2004 on a material contract that was executed by the customer in November 2004, and pursuant to which ou
 the finance group to initiate and enter manual journal entries in the company’s books and records without authorization or review by other me
 reserve for estimated refunds ...      The second material weakness relates to ineffective oversight and review of the Company’s income tax accounting pra
s. The absence of these controls could haveresulted in misstatements to revenue and accounts receivable, and (2) RamtronInternational Co
 serve is based on what Royal Bancshares deems to be appropriate. This estimate is not supported by documentation discussed in the F
hat was material to the financial statements was recorded. This revenue was deferred at December 31, 2004. As a result, we have conclude
ment has concluded that, as of December 31, 2004, the company’s internal control over financial reporting was not effective based on the crit
nt believes do not constitute “material weaknesses” at this time. KPMG has not yet completed its audit of the Company’s internal control over
 we restated our financial results for the first quarter of 2004 to include $183,000 of additional non-cash stock-based compensation expense.

 2005 ... In light of the material weakness, the Company performed additional analysis and other post-closing procedures to ensure our consolidated financ
d related notes based on financial information and electronic files prepared by the chief financial officer, with management of the Company th
 tered into the billing system timely and accurately ... Management will report on these weaknesses in its 10-K, and Central expects its audito
 and the related expense that would result in a material misstatement to annual or interim financial statements that would not be prevented o
nancial reporting is ongoing and the extent of those material weaknesses remains under review ... Other material weaknesses may be identif
  internal control over financial reporting, the Company has determined that the internal control deficiencies that gave rise to the restatements

 day in the Form 10-K, resulted in management reporting a material weakness in internal control over financial reporting, as defined under st

ess the deficiency Milacron is increasing its levels of review of such issues and initiated a plan to add personnel with technical accounting exp
 f the restatement of June 30, 2004 and September 30, 2004 reports on Form 10-Q due to this accounting error. Restatements amounted to
eakness related to the internal review processes that led to the classification of discretionary contributions to the Company’s pension and po
 accounting process. Accordingly, management and the Audit Committee determined that these control deficiencies each represent material weaknesses in
d the values of its securities. The assessments of financial reporting controls as of December 31, 2004 included elsewhere in this report iden
pare financial statements that comply with accounting principles generally accepted in the United States of America. 
 Management has de
 ordination and agreement with third party actuarial firms regarding the estimation of reserves for professional liability insurance, and (iv) the a
 d to the accounting for sales taxes and the identification of the impairment of indefinite-lived intangible assets...
he year ended December 31, 2004.The other material weakness is the lack of the necessary corporate accountingresources to realign and c
nd Results of Operations and in note 2 of the notes to consolidated financial statements, on March 18, 2005 the Company announced that it
sults and financial position for the fiscal years 1999 through 2003, which is reflected in this Annual Report on Form 10-K/ A, and for the first t

ave been accounted for as derivatives under SFAS 133. (See Footnote 2).        Accordingly, the Company has restated the 2003 and 2002 fina
nsolidated financial statements. Management has determined that the errors in fresh start and other technical accounting areas originally wen
ctober 30, 2004 should no longer be relied upon. Based on the definition of "material weakness" in the Public Company Accounting Oversi
 ue and expense on a net basis in circumstances under which generally accepted accounting principles (“GAAP”), and particularly those set f
ve retirement liability and compensation expense since the plan’s inception on January 1, 2002. As a consequence, we restated our audited 2
independent registered public accounting firm indicating that there are material weaknesses in the company’s internal controls regarding rev
orting regarding the classification of proceeds received from the sale or maturity of U.S. Treasury Bills.
 March 22, 2005, management previously disclosed that a material weakness existed as of December 31, 2004 with respect to following of control procedu
mentdetermined that the Company had material weaknesses in its disclosure proceduresand controls with respect to its ability to properly and
 accounting for certain deferred tax assets to be a “significant deficiency” constituting a “ material weakness” in our internal controls under sta
 gnificant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements
  application of some of these more complex accounting principals to its financial statements...
 f revenue recognition with respect to revenue from resellers in accordance with U.S. generally accepted accounting principles, inadequate re
 material weaknesses” as defined under the standards established by the Public Company Accounting Oversight Board. These “ material we
 ing staff, as well as implementing enhanced control processes over accounting for taxes, including the assistance of third-party professional
d asset and prepaid software license balances to estimated fair value. KPMG reported its belief that there is a material weakness in our cont
  of preparing the financial statements. Accordingly, this constitutes a material weakness in the Company’s system of internal controls. 
 Th
 control procedures did not include adequate review over the completeness and accuracy of income tax accounts to ensure compliance with
2004 financial statements, Deloitte & Touche LLP reported that certain of these deficiencies constitute material weaknesses in the Company
 ulations and generally accepted accounting standards ... As a result the Company’s disclosure controls and procedures were not effective as
  identified, management will monitor adherence toexisting controls and implement additional controls, as necessary, with respectto loan an
 fied the       following related to the Company's internal control over accounting          for income taxes: a lack of dedicated personnel with e
 pany’s smaller reporting units, (ii) timely review and approval of account analyses, reconciliations and journal entries, (iii) adequate review of
ee Note 2 in Notes to Financial Statements and Item 8. Under the standards of the Public Company Accounting Oversight Board, such a rest
esult of such material weakness, management expects that the report of its independent registered public accountants in the Company’s Fo
xpenses, primarily restaurant operating expenses and depreciation and amortization expenses, were understated in prior periods. According
 has concluded that, as of December 26, 2004, the Company’s internal control over financial reporting was not effective based on the criteria
mpairment charge were fairly stated in accordance with generally accepted accounting principles; and (2) a material weakness existed in our accounting fo
 and the audit committee of our Board of Directors that they had identified a deficiency in internal control. The deficiency is considered to be a
al statements, and adjustments to the Company’s fourth quarter 2004 consolidated financial statements. Additionally, this control deficiency c

 the timing of the execution of the contract and the issue with the other contract involved percentage of completion accounting. Our Audit Committee initiate
 recorded amounts, (ii)inadequate reconciliation of account balances to supporting details andsubledgers, and (iii) inadequate segregation of
 and CFO concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2004...
ment and public filings. Reliance on these limited resources impairs ourability to provide for segregation of duties and the ability to ensurecon
 n-regulated tax accounts, and insufficient dedication of resources to the preparation, supervision and review of tax accounting.
 tax accounts related to the contributions in advance of construction,certain tax credits and non-regulated tax accounts, and insufficient d
eaknesses had led to restatements of the financial statements of certain of our subsidiaries in recent periods.         The principal material wea
dwide inventory management, product pack-out, order fulfillment, final product assembly on certain product lines and order management in E
 s to system areas controlling revenue recordation, cash application, credit memo issuance, credit authorization, invoice pricing and collection
  05 in a letter to the American Institute of Certified Public Accountants and other recent interpretations regarding certain operating lease acco
payable and accrued liabilities, income taxes, goodwill and intangible assets, and property and equipment. Management has determined that
porting. A number of these deficiencies, individually or in the aggregate constitute a “material weakness.” The Company’s material weakness
  balance sheet accounts ... Based on our assessment and the criteria discussed above, management has concluded that, as of December 3
relates to deficiencies in the Company’s processing and recording of premiums, paid losses, loss adjustment expenses and the related case
akness in our internal control over financial reporting, our management has concluded that, as of December 31, 2004, our internal control ov
 plex and non-routine as a result of the sale of the Company’s Medical Division in January 2005. Subsequent to its February 15, 2005 press r

ernal purposes are prepared in accordance with generally accepted accounting principles. Because of these material weaknesses, managem
ntain effective controls over the monthly reconciliation of cash accounts for its operations in the United Kingdom (“UK”). Specifically, the prim
es in the restaurant, retail and other industries) that indicated that the manner in which the Company had been accounting for leases needed
 unity for the exercise of review and monitoring controls over key reporting and disclosure preparation procedures. 2) We also recorded a n
kness, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2
e substantive standard for when a valuation allowance is necessary and provides guidance as to procedures that companies should follow in
ournal entries...
ing as of December 26, 2004 as of the date of this report, we cannot assure you that we will not identify other material weaknesses.
g principles for leasing transactions and other non-routine transactions ... 2. As of December 31, 2004, the Company did not maintain effec
nt Thornton identified the following as material weaknesses:   - lack of documentation of policies and controls;   - concentration of duties among few acco
ents, to hedge the variability of cash flows of floating interest rate debt, was found to be inconsistent with U.S. generally accepted accounting
rd quarters of 2004.
tegrated throughout the organization including material foreign locations, with the exception of the Japan locations. The ERP system interact

 pport the use of hedge accounting for foreign currency contracts it enters into. Additionally, Allied did not, at December 31, 2004 have the ne
vel of security access over the Company’s computer network. He also provides database support, including the electronic translation of data
 e selection and application of generally accepted accountingprinciples related to highly complex financial transactions applicable to equityiss
o capture the expense for those customers who received promotional incentives through our customer service department. During 2004, we
 the Company believes that an adequate segregation of duties prevents material misstatements of annual or interim financial statements.
FAS 98 “Accounting for Leases.” The material facts relating to this sale and leaseback transaction were disclosed in our prior quarterly and a
ndependent auditors cited control deficiencies that could impact our ability to prevent and detect illegal activity, as well as deficiencies relating
of accounting personnel was a material weakness. We have made significant changes to our operations to improve our internal controls and
 002have been restated to correct this error. As further discussed in Item 8A ofthis filing, we have concluded that this failure constituted a ma

ack this information separately from certain sales and          marketing expenses. This internal control deficiency that led to the   err
ocumentation of derivative financial instruments. The required adjustments were made in the proper accounting period, and we do not believ

also concluded that a material weakness existed at December 31, 2004.
erforming financial reporting functions. As a result, numerous material errors were identified in the Company’s financial statement footnotes.
and locations of the Company. This material weakness contributed to thefollowing individual material weaknesses as of December 31, 2004:
y generally accepted accounting principles to non-routine transactions, related to the (i) extinguishment of debt, (ii) recording of embedded de



                                                                                                                              F
 low, were related to the reversal of a valuation allowance taken in respect of certain of the Company’s tax deferred assets. 
rom its inception
r SFAS No. 123, Accounting for Stock-Based Compensation, which the Company voluntarily adopted in 2003... 
 • The Company does not have sufficient
me tax account balances. Specifically, the Company did not maintain effective controls over: (i) the calculation of the income tax provision, (i
tal to the primary equipment sold... 
 • The Company’s policies and procedures did not provide for effective oversight and review of the accounting for pur
ssment of internal control overfinancial reporting as of December 31, 2004, management determined that EquityLifestyle Properties' procedu
 dging activities.
oubtful accounts and disclosures related to deferred tax assets and liabilities; (ii) permitted users with financial accounting and reporting resp
elated to lease accounting. On March 2, 2005, we announced that the change to our lease accounting with respect to certain types of leases
he potential for additional misstatements, and the lack of other mitigating controls to detect the misstatements.Management has determined
 currently in the        process of identifying and planning to implement a new ticketing          system that will address the inadequacies of th
                                                                             •
ed tax asset and liability accounts were performed timely and accurately... 
The Company did not maintain policies and procedures sufficien
d a per-share impact of $0.01. In terms of SEC guidelines, any per-share impact of $0.01 or more is considered to be material. Accordingly o
 nues from 2004 sales of products"]; (2) the Company's financial close and reporting process; (3) the Company's billing controls for non-electronic data inte
st estimates had underestimated product purchase and yield cost attributable to third quarter sales and overestimated capitalized overhead a
ng management oversight and review, over our income tax accounting practices, estimates, calculations and required disclosures. 
 • We have inadequa
val of inventory cycle count adjustments, and (3) documentation related to our quarterly review and approval of excess and obsolete inventory reserves...

 to consistently inform finance personnel of the impact of the changing business on our financial reporting, and we lacked appropriate proces
 n errors in the 2004 period-end close process that were not detected by our financial and accounting staff, it did not result in any material mis
nd chief financial officer concluded that as of December 31, 2004, our disclosure controls and procedures were effective at the reasonable as
                                                                                                               

nting for operating leases, we have instituted the following procedures to remediate this material weakness:
• complete an annual review of

  material weakness in internal control over financial reporting as defined in the Public Company Accounting Oversight Board’s Auditing Stan
 everse a previously recorded impairment charge. This adjustment related to the fourth quarter of 2004 and did not affect prior periods.

eflect the correction of errors arising from its historical use of certain accounting policies, including calculation of equity in earnings, capitaliza
gement identified the following significant deficiencies that          when aggregated give rise to a material weakness. Management               iden
 nadequate. The Company’s consolidated financial statements for the fiscal years ended December 31, 2002 and 2003 did not reflect the imp
n of various cash flow items. Management has revised its control procedures and corrected any errors to ensure that all reconciliations and re
depreciation expense as part of our other delivery expenses included as a cost of equipment rentals as opposed to non-rental equipment dep
aluation of disclosure controls and procedures and the material weakness, the Company’s Chief Executive Officer and Chief Financial Office
 t registered public accounting firm, KPMG LLP, and the Audit Committee of our Company’s Board of Directors on March 25, 2005.
nvoiced at           amounts, which were not approved by the customer or the        appropriate level of management.       2) The lack of
other personnel to rectify the potential concern.
 g our balance sheet for the third quarterended October 2, 2004. We and our independent auditors have concluded that theerror was a result
 ected note investments made by the Company and to apply the provisions of EITF 99-20Recognition of Interest Income and Impairment on P
weakness identified in the financial closing process ... The material weakness resulted from a deficiency in the operation of internal control and resulted in


sses" (as such term is defined under Public Company Accounting Oversight Board Auditing Standard No. 2 ) in our internal controls. The mat
 tements, did not result in a material misstatement of the provision for income taxes or of the net deferred income tax balance sheet accounts
tatement closing process and to prepare the consolidated financial statements had not reduced to a less than remote likelihood that a materi
 ufficient controls over the write down of inventory to its lower of cost or market, accounting for complex licensing contracts with multiple elem
 rs related to Stock transactions (ii) the accounting for the Company’s debt financing. All of these resulted in significant adjustments to the fin
nce with GAAP. Additionally, we have insufficient formalized procedures to assure that transactions receive adequate review by accounting p
 ating Subsidiary either colluded with or coerced individuals to override the internal controls related to the following processes: • Billing and revenue recogn
ult of this internal control deficiency, there was more than a remote likelihood that the Company's interim or annual financial statements coul
ing staff (including         senior level employees) turnover occurring in the fourth quarter of        2004.    (2) There were deficiencies ide
 of 2004, new executive management was appointed by the board, and changes occurred in the company’s accounting staff. The errors were
 l executive officer and principal financial officer concluded that the need for restatement represented a material weakness in internal control
 pared                  for the audit, the need for a number of significant and               material adjusting entries that were identified durin

r to being received. In response to the errors identified at our Brazilian subsidiary, we performed internal audit procedures at our South Afric
for the extension granted by the Commission’s exemptive order. We have not included management’s assessment of internal control over fi
s management, including our company’s principal executive officer and our company’s principal financial officer. Based upon that evaluation,

 issues relating to the timely communication of information and documentation necessary to yield proper accounting consideration and record
ts to be considered; (b), there was a lack of segregation of duties at the subsidiary due to small headcount; and (c), certain procedures carrie
nts is described in Note 13 of the consolidated financial statements for the fiscal year ended December 31, 2004, included in this annual repo
nd * segregation of duties, in that we had only one person performing allaccounting-related duties.       We believe that this material weakne
al controls pursuant to standards established by the Public Company Accounting Oversight Board. A “ material weakness” is a reportable con
n the initial reserve computation being understated by approximately $670,000. This adjustment and the associated reduction in net sales are
e was insufficient review of journal entries and account reconciliations prepared by Zomax Ireland accounting personnel, and Company acco
 n which it accounted for construction allowances and the period over which it recognized rent expense was incorrect due to deficient controls over the app
 operly accounted for in our financial statements. However, we have concluded that the failure to discover these items in our regular closing
 incentives and the recognition of straight-line rent on leased facilities...
aluation allowance based on the difference between deferred tax assets and deferred tax liabilities. Deferred tax liabilities exceeded def
priate procedures and controls over computer program changes as well as user access.We also did not maintain documentation supporting
w of significant non-routine and complex transactions and related accounting entries...     • A material weakness related to a lack of timely review of signific
e financial close and reporting group. Management has concluded that these deficiencies, when considered in the aggregate along with the s

g. Specifically, we did not have effective controls over the preparation and review of the valuation allowance and related to deferred tax asse
n amounts the Company received upon purchase of such shares must be reclassified from permanent equity to temporary equity. As of Oct
 le condition identified by us during our quarterly review process for the period ended September 30, 2004, constituted, in Deloitte’s judgment
  below. Restructuring Reserves. In 2004, management determined that the restructuring reserves for the quarter ended June 28, 2003, were
 ness risk. Management continues to evaluate the identified issues and is addressing remediation plans to be implemented.
 California Pizza Kitchen, Inc. concluded the Company’s previously reported annual depreciation expense and impairment losses had been u
 s for computing the income tax provision specifically as it relates to deferred taxes.
ddressing the material weakness by revising the process to account for labor and overhead variances. The other material weakness rela
f income tax expense were identified and corrected prior to issuance of the Company’s consolidated financial statements as of and for the ye
ernal controls over financial reporting related to cycle counting is to periodically confirm the quantities that are recorded in the inventory perpe
ors concluded that “disclosure controls and procedures” were not effective because there was a material weakness in the Company's control
 and restatement of financial statements to correct that error described above, the Company has determined that it has an internal control deficiency that c
serves. As a result of this conclusion, the Company restated its previously issued financial statements for the years ended December 31, 200
 d fourth quarter post-closing adjustments related to theallowance for doubtful accounts and deferred tax asset in our financialstatem
 , Borders Group, Inc. concluded the Company’s previously issued financial statements should be restated. This material weakness was cons
esult of our acquisitions of Larus Corporation and PascallElectronic (Holdings) Limited and the increased complexity surrounding ourfinancing
ur quarters of fiscal 2003 (unaudited), and the first three quarters of fiscal 2004 (unaudited), as well as adjustments to our fourth quarter 200
nts contained in the Company’s Annual Report on Form 10-K for the fiscal year ending January 31, 2004, Quarterly Reports on Form 10-Q during 2004 an
nt include supervision and technical accounting expertise within the accounting and finance department; design and implementation of our new accounting
 e opening of stores in circumstances under which GAAP required the recording of lease costs from the date of our possession or delivery of
akness exists and, therefore, the Company expects to disclose in its Form 10-K that its internal control over financial reporting was not effective as of Dece
lity for product received and yet to be invoiced. As a result, the Company was required to restate prior interim and annual financial statements. The impact
efits on variable plan stock option compensation, with respect to certain outstanding incentive stock options. Deloitte advised Crown and its A
ain of its previously issued financial statements to reflect the Company’s correction of those accounting practices.

e accounting represented a material weakness as of January 30, 2005.        ...As a result of the material weakness related to our lease accounting, we have
 tion. At this meeting, the Audit Committee and management concluded that the Company’s previously established lease accounting and lea
 nciples ... Management evaluated the impact of this restatement on the Company's assessment of internal control over financial reporting and concluded


 time of the transaction.   Because of the material weakness described above, management believes that, as of December 31, 2004, the Company’s inte
tive to ensure that such leasing transactions were recorded in accordancewith generally accepted accounting principles. Specifically, becaus

Company concluded that it had a material weakness in the effectiveness of controls over the selection and monitoring of appropriate practice
statements. ... Since the Company has restated in this Annual Report on Form 10-K certain prior filings, management has concluded that a material weak
uld no longer be relied upon, including the consolidated financial statements and other financial information in the Form 10-Qs filed for those
f internal control over financial reporting. The Company has concluded that, because its historical financial statements required restatement
 ntrol, management concluded that certain expenses, assets and liabilities were misstated and that previously issued financial statements sh
 r retailers and other publicly tradedcompanies concerning these practices.
  the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 2), or combination of control deficiencies, that results in
 cepted accounting principles and SEC reporting and (3) inadequate supervision and review controls over the recording of stock options. The
essary for its auditor, Ernst & Young LLP, to complete their procedures in connection with the assessment of the Company's internal control over financial


ment disclosure schedules independent of the preparer and (ii) research all applicable accounting pronouncements as relates to the Compan
                                                                                               T
 staff responsible for preparing and closing the General Ledger for the Company’s 2004 10-K. 
he Company was aware of its staffing needs
overed by this Report were ineffective and there were material weaknesses in internal control over financial reporting as a result of non-comp

 ognized on small projects. While revenue recognized under the percentage of completion calculation on individual large projects was accura
articularly the tax effect due to subsidiary dividend analysis, the tax effect of a correction of foreign net operating losses and adjustments to deferred taxes
considered to be “significant deficiencies”, as defined under the standards established by the Public Company Accounting Oversight Board. S
SFDT"), its Chinese joint venture company; and Inadequate depth of senior and middle management accounting personnel at these entities.
purchases and sales of the Company's debt securities, executive salary accrual methodology, the identification and treatment of relevant w

d income tax balances related to a business combination and this constitutes a material weakness under Section 404 of the Sarbanes-Oxley Act. The Com
                         In
 lidated balance sheet. 
 preparing our 2004 year end financial statements, we discovered an error pertaining to revenue and accounts rece
be relied upon, and that we will restate these financial statements to make the necessary accounting corrections. In addition, for loans acquir
ductible goodwill (for which reversal cannot be anticipated) should nothave been offset by the Company against deductible temporary differen
nc y in the Company’s controls over the selection and application of its accounting policies failed to identify misstatements in property and equipment, defe
 owledge and experience 4) we did not properly analyze and recordloan loss reserves.
 d related exposure. 

e concluded that this control deficiency constituted a material weakness in our internal control over financial reporting as of January 1, 2005.

aterial weaknesses identified, the Company’s management believes it will conclude in the Management Report on Internal Control over Financial Reporting
management in the accompanying consolidated financial statements prior to their issuance. This deficiency results in more than a remote likelihood that a
3. The restatements were the result of two material errors: 1) the resultof our Line of Credit being inappropriately classified as long-term. As r
riteria set forth by COSO in Internal Control—Integrated Framework.
and the Audit Committee concurred, that the previously issued financial statements included in the Company’s fiscal 2004 Annual Report on F
ner as of and for the year ended January 31, 2005...    ...Because of the material weakness described in the preceding paragraph, management has conc
Company’s internal control over financial reporting was not effective based on the criteria set forth in the COSO framework. In performing this assessment,
perational Research Consultants, Inc.
                                               

 priate accounting for the Media pension plan. W e have restated our financial statements as of December 31, 2003 and 2002 and for each of
 equity loans.On April 14, 2005, the Chief Accounting Officer of the Registrant concludedthat, due to the previously identified problems relatin
s" in the Public Accounting Oversight Board's Auditing Standards No. 2, an Audit of Internal Control Over Financial Reporting Performed in Conjunction Wi


n the recognition of revenue amounts in the incorrect period. As a result, an adjustment was recorded in the fourth quarter, prior to issuance of the Compa

usly issued consolidated financial statements ... Based on management's assessment, management concluded that, as of December 25, 2004, due solely
es-Oxley Act of 2002, as well as the comprehensive nature of theinternal control assessment. As a result, this process was begun later thana
ed to the delivery of the camera. TheCompany has found no evidence of any other material departure from theCompany's internal control po
generally accepted accounting principles related to lease accounting.   The Company had previously recorded straight-line rent expense and amortized le
gy general controls in a timely manner to allow our independent registered public accounting firm, Grant Thornton LLP (Grant Thornton), sufficient time to
  because: (1) management improperly capitalized and depreciated a fixed asset in a sub ledger resulting in an overstatement of accumulate
                                                                                                                   

                                                                                                                   ·
 inadequate. This limited the ability to provide reasonable assurance that the controls were operating effectively.
  Evidence of Manageme
rol over financial reporting was effective. Subsequent to filing its Annual Report on Form 10-K on March 16, 2005 the Company identified mis
ch period. On April 25, 2005, the Company received a further notice from Grant Thornton LLP advising of a material weakness in the Company’s internal c
 expenses, and implementation of management information systems. 
 We agree with Deloitte’s assessment and believe that the reportab
tion, to remedy the material weakness in our internal control over financial reporting, we have established procedures to specifically track eve
  was recorded by NeoMagic Corporation to recognize the impairment of intangible assets in the financial statements for the fourth quarter of
 on February 7, 2005. As a result of this review, management concluded that the Company's controls over the selection and monitoring of appropriate ass
 Subsequent to filing its annual report on Form 10-K on March 14, 2005, the Company identified a material misstatement in its 2004 financial statements a
 his material weakness, management has concluded that the Company's internal control over financial reporting was not effective as of March 31, 2005, an
 ounting principles generally accepted in the United States of America. Specifically, the deficiency in our controls over the selection an

y associated with the post-retirement benefit plan maintained by the Company. Although it was concluded that the amount of the post-retirem
review of the       bank reconciliation of an account used for general and administrative      expenses and the review of certain other gen
 st depreciation expense to correct the depreciable lives for certain leasehold improvements, and to correct the recording of certain tenant all
ompany's income tax accounting. This lack of adequate management oversight and review of the Company's income tax accounting resulted




 statement reconciliations were also performed by these same Distribution personnel, resulting in inadequate segregation of duties. As a resu
 ternal controls over financial reporting, management has determined that the Company had a material weakness in internal control over financial reporting
 ol deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will no
 ch as the timely determination of the appropriate accounting for our leases or financing transaction completed in January 2005, (ii) timely pre
 ms were determined to be material weaknesses during management's assesment of internal controls over financial reporting.            In performi
cesses. These deficiencies are "material weaknesses" as defined by the Public Company Accounting Oversight Board's Auditing Standard No. 2. Consequ
 ns in accordance with generally accepted accounting principles... 
 2. As of December 31, 2004, we did not have the appropriate level of expertise to prop
controls over financial reporting were not effective as of December 31, 2004. The Company had previously noted conditions related to the s
 vendor master file, processing    payables, creating and voiding checks, reconciling bank accounts, making    bank deposits and processi
ter, the Company’s management initiated a review of its lease accounting and determined that its then-current method of accounting for leas

 ng in a timely manner in order to          permit our independent registered public accounting firm, Beard Miller               Company, LLC (Beard M
se process ...   Income Tax Process -- The weaknesses in accounting for income taxes include insufficient controls over accounting for income taxes, inclu


  and non-systematic transactions are now considered to containmaterial weaknesses as a result of the new rules adopted by the PCAOB.
 uld result in other material misstatements to annual or interim financial statements that would not be prevented or detected if left unremediated. Accordingl
nt believes that the financial statements included in this Form 10-K/A fairly present in all material respects the Company's financial condition,
                                             

 ing issues related to revenue recognition: •Revenue generated through the mobilization of our seismic equipment was recognized during the

nancial statements. As a result, on January 26, 2005, the Audit Committee of our Board of Directors concluded that the financial statements
rvice activity. During the year, the Company transitioned     its service billing function from a decentralized branch model to a      centr
ure and on the provisions of SOP 97-2 (“Statement of Position 97-2, Software Revenue Recognition”); and (ii) the Company’s failure to have
GECC prior to August 2003 and failure to correct that error subsequently.    Solely as a result of this material weakness, we concluded that our disclosure
  GAAP. Accordingly, the Company evaluated its internal controls over the selection and application of lease accounting policies as of February 26, 2005 a
 ive as of December 31, 2004, notwithstanding the existence of significant deficiencies that were deemed by the Company's management to not be materia
ntify errors in the application of complex accounting standards to several historical finite reinsurance arrangements with the Company’s forme
 rementioned restatement, we have now determined that a material weakness in the Company’s internal control over financial reporting relati

ntained in Item 9A of the Original Form 10-K, that it maintained effective internal control over financial reporting as of December 31, 2004, can no longer be
                     T
 f the calculations. 
hese control deficiencies resulted in the restatement of the Company’s Form 10-K for the year ended December 31, 2004
 rter 10-Q, the Companyidentified certain material weaknesses in internal controls in conjunction withits preparation to fulfill the requiremen
filing: There were changes in the Company's internal control over financial reportingidentified in connection with the Company's evaluatio
  accounting for leases, which represented a material weakness.
Staff Accounting Bulletin 104, Revenue Recognition, and (2) two foreign currency forward purchase contracts that were not properly assessed
e will have remediated this material weakness in our internal control over financial reporting with respect to accounting for operating and investing cash flow
e options issued by the Company to this former employee was improperly accounted for as a non-cash, non-recurring charge to operating ex
 with theacquisition of one of our subsidiaries. Despite the fact that it was only afootnote made to satisfy these disclosure requirements, we ar
aluated the effectiveness of its internal controls for the calculation of acquisition expenses as of March 31, 2005 and has determined that the

eporting functions and, as a result of staff turnover, the Company has suffered from an associated lack of knowledge transfer to new employe
ments on software revenue recognition, the incorrect accounting resulted because there was no accounting review and consultation with a person who had
 his amended Form 10-K, to correct for the misstatement in interest expense, capitalized interest cost and accumulated deficit. Accordingly, m
                                      W
 tified by other review procedures. 
 e have determined that, under Standard No. 2 and the prior relevant professional auditing standards, thi
 g firm. In the second quarter of 2005 we remediated the material weakness by conducting a review of our lease accounting methods, establ
classified as a deferred tax liability rather than a deferred tax assetat December 31, 2004 and resulted in an overstatement of the provision fo
cifically, the deficiency in the Company’s controls over the selection and application of its accounting policies failed to identify misstatements
 nited States and Canada("Willbros International"). WII is a wholly owned subsidiary of Willbros Group,Inc.Mr. Tillery resigned without severa
  2005, our Chief Executive Officer and Chief Financial Officer were advised by BDO Seidman that the Company’s improper interpretation of
 nclusion to change our accounting policies and restate was made, among other things, in consideration of the views of the Office of the Chie
ol over financial reporting did not result in any material misstatement of the Company’s audited financial statements for 2004. Ernst & Young’s report on int
endent valuation firm. The independent auditors subsequently proposed an adjustment under FAS 141 to the valuation that we had recorded. While mana
critical components of thefinancial reporting functions of our business.As of this date, the material weaknesses identified include the fact th
n & Co., P.C.
nd procedures were ineffective as of March 31, 2005...
 on feature and the related warrants topurchase the registrant's common stock associated with its convertible debtissued in January, March a
  the Company relies on source documents in the preparation of its financial statements.
the quarter ended January 31, 2005 as soon as practicable. The amended Form 10-Q will also include management’s revised conclusions regarding the C
nd represented a material weakness in our internal control over financial reporting. / In May 2005, we re-evaluated controls over the selectio
ounting treatment of our October 2003 private placement of convertible preferred stock. We initially concluded that the convertible pref
esulted in the restatement of the consolidated balance sheets for the years ended December 31, 2004 and 2003.

ent and SEC reporting experience in public companies. TheCompany feel's this addition to the Company's Finance and Accounting team willi




 identified control deficiencies in connection with (1) accounting for non-routine transactions that arose in the third and fourth quarters of fisc
 s, and the accrual for estimated returns of finished goods and used cores was not sufficient. Grant Thornton further noted that, in their view,
mmittee of the Board of Directors with only one member. In addition, the sole remaining member of the Audit Committee was not a “financial expert,” as th
sulted in the above-described errors in accounting for leases and leasehold improvements represented a material weakness.
urement, human resources, treasury and risk management functions and did not uniformly and consistently communicate the importance of
sult of ineffective controls relating to insufficient formalized procedures to obtain and review documents with tax-related information in the determination of


continued operations. The Board of Directors therefore determined, uponthe recommendation of the management of the Company, to revise
 of the Company’s consolidated financial statements for the third quarter in the year ended March 31, 2004 and the first quarter of the year e
promotion expense.o Insufficient controls over the selection and monitoring of key assumptions supporting accounting estimates.Thes
ement has concluded that given the magnitude of the potential misstatements to occur as a result of the internal control deficiency in revenue



w and execution of material contracts, (2) the process for authorization and issuance of common shares; (3) the timely disclosure of materia
mplementation of the corrective actions necessary to cure these material weaknesses, including, but not limited to (1) retention of additional

nternal controls. In addition, management is evaluating all systems and procedures relative to the vendor debit process with the objective of implementing
diated the material weakness in our internal control over financial reporting with respect to accounting for share-based compensation expense under SFAS


quarter consolidated financial statements. xxxx good example xxxx
 s all repetitive and non-repetitive journal entries made at divisional levels, to ensure that all entries were made and calculated properly, which
basis. This error resulted in a misstatement of cash flowsfrom investing and operating activities. This control deficiency resulted in therestate
SEC filings.In light of the above stated deficiencies and the material weaknesses in ourinternal controls, commencing in the third quarter of ou
 d consulting with our current independent accountants, our        management and the Audit Committee of the Board of Directors concluded
 matters involving material accounting issues and to independentlyreview such conclusions as to the application of generally accepted accou
arter and year-end reports with the Securities and Exchange Commission (SEC), which was a result of the Company and certain of its subsid
 s were recorded during the fiscal quarter ended December 31, 2004. As a result, the Company restated its previously issued financial statem
 ee year period ended December 31, 2004, and the financial information for each of the quarters in 2004 and 2003, to reflect an application o

knesses related to the internal control environment. 
• The prior management team (a) did not promote an environment that emphasized th
 t had to be adjusted to our March 31, 2005, financial statements.

ualification .   • Ineffective controls over period-end account reconciliations, reviews and analyses. At March 31, 2005, we did not maintain effective contro
         statements in accordance with generally accepted accounting                 principles.     o       The application of income tax procedu
or the failure to properly recognize revenue with respect to a certain contract recorded during the quarter ended June 30, 2004; and (ii) a sign
 our purchase accounting review procedures.        As a result of this evaluation, our chief executive officer and chief financial officer concluded

nd professional services. The appropriate recognition of revenue for our sales contracts with multiple element arrangements in accordance w
yable and accrued liabilities, principally from the failure of the Company’s controls to detect an understatement of accrued liabilities for legal expenses, res
ncial reporting did not detect the material misstatements that were made as a result of the prior period accounting errors related to the entry into the aforem


ds endedSeptember 30, 2004. Furthermore, the Company's management has determined not toenter into any more split payment financin
 Cash Flows for the period ended March 31, 2004. This restatement was theresult of a material weakness in internal control over financial re
orrectly included a general reserve provision in the Allowance for Doubtful Accounts as of December 31, 2004. Also, the Company had incor
 in the application of generally accepted accounting principles (GAAP) commensurate with our financial reporting requirements... We did n
consideration of the views of the Office of the Chief Accountant of the SEC expressed in its letter related to these matters dated February 7,
were completed, and they are properly accounted for in our consolidated financial statements. However, we have concluded that the failure t

de, among many others, inadequate segregation of duties, insufficient staffing in the finance department, failure to reconcile or analyze accou
t and review of financial transactions; • Ineffective or inadequate accounting policies to ensure the proper and consistent application of GA
assets and the amortization period of leasehold improvements for assets placed in service in previous years.
  

                                                                                                               


es in the normal course of performing their assigned functions.
affecting the recording of revenue and the related sales incentivesand product returns were not in accordance with generally accepted accou
ult of a lack of Company resources necessary under the circumstances to timely complete the Company’s financial statement close process,
  & Associates resignation, Hein & Associates advised the Company of the Company’s reporting obligation with respect to their resignation an
                                         


                                          1
 ully described under “The Restatement.”
 . The Company did not maintain effective controls over the financial reporting process due to an
 ed deficiencies in the processes and timeliness by which we issue certain invoices. These deficiencies primarily impact revenue and accoun
 ds, the change in personnel and our lack of capital and human resources. The weaknesses in our accounting for equity transactions and ce
 are as follows: 1. No control is in place to ensure that revenue is recognized only when         there is evidence of a contract or arrangem
nd afterthe Company consulted with its independent registered public accounting firm,the Company determined the need to restate its ann

nti-virus software, lack of encryption of telnet use, periodic network vulnerability assessments, and access to sensitive data by unauthorized p
 unting information by individuals with appropriate levels of experience, and inability to prepare accounting support including reconciliations o
ed on Form 8-K filed June 29, 2005, the Company concluded that it was necessary to restate its annual financial statements for the fiscal yea
xisted were as follows: (1) The controls to determine that the most recent factual data available was used to determine significant estimates d
with such lack of segregation are insignificant and the potential benefits of adding additional employees to clearly segregate duties do not just
 order to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we believe NUI will continue to have material defic
 untimelyidentification and resolution of certain accounting matters; failure to performtimely reviews, substantiation and evaluation of certain
ncial reconciliations; and * Financial statement preparation disclosures.

ear were noted. The Company stated that more time was needed to assess the adjustment amounts by quarter and to finalize the consolidat
ation of duties required to meet the increased public reporting demands. Additionally, the Company’s accounting functions are not centralized
er financial reporting resulted in the restatement of the Company’s consolidated financial statements for the years ended December 31, 200

akness ininternal controls over the application of certain generally accepted accountingprinciples within the financial reporting process becau
 related reserve. These corrective actions have been taken and the Company'smanagement believes the identified deficiency in our disclosu
ew. The adjustments related to these matters were madeby the Company in connection with the preparation of the audited financialstatemen
ng systems, 
• inadequate procedures for proper corporate authorizations for certain expenditures and transactions, inadequate approval p
 TIFY THIS WEAKNESS,WE MAY NOT BE ABLE TO FILE ACCURATE REPORTS WITH THE SEC WHICH COULD RESULT INTHE DELIS

       and expertise to oversee the financial accounting and reporting         responsibilities of an SEC registrant.       - Inadequate internal
elated to leases and leasehold amortization, estimation of useful lives of our franchise rights, variable accounting treatment of our stock optio
        revenue, procurement, human resources, treasury and risk management               functions and did not uniformly and consistently comm
 repare financial statements that comply with U.S. generally accepted accounting principles. This material weakness relates to all of our signi
sible to carry out this evaluation for the prescribed period subsequentto October 2004 through June 2005. An interim President was put into p
he Company's operations.
 vities" as it applied to three interest rate swap agreements tohedge the variability of cash flows of floating interest rate debt. As aresult, the C
 rience in public companies. The Company feel’s this addition to the Company’s Finance and Accounting team will improve the quality of futu
 tion, many of the Company’s controls are undocumented or are automated controls which could not be adequately tested after March 31, 20
es are not material to the third quarter. The Company’s Audit Committee, following an independent review conducted by outside legal counse
 e instances,certain officers and personnel did not communicate critical information neededto properly record transactions. These deficienc
 e tax balances were appropriately stated prior to the completion of the Company’s internal control activities. These deficiencies resulted in e

x months ended June 30, 2005, included a $446,000, or $0.01 per share, non-cash expense primarily attributable to the expensing of stock-b
 remain unresolved, management has not yet been able to determine the correct accounting for the $4.5 million for periods subsequent to Ju
 provision and related deferred income tax accounts with respect to differences between the income tax basis and the financial reporting bas

ings for UGC
4 and 2003, and for each of the years in the three-year period ended December 31, 2004, and the financial information for each of the quarte
                                           

 rty purchased standing timber inventory: 
 • a lack of segregation of duties related to the timber procurement function, in that the procurem

ons used to hedge interest rate and foreign currency exchange rate risk. This control deficiency resulted in the restatement of our consolidate
  determined indicated ineffective controls over the application of accounting policies with respect to the capitalization of software developme
determined that we had a material weakness in internal control over financial reporting related to stock awards. A material weakness is a con
 ng our Senior Vice President and Vice President and Treasurer. Through this evaluation, we identified a significant deficiency in internal con
 the preparation and review of the statement of consolidated cash flows and believe, as of the date hereof, we have remediated this weaknes
 Issues Task Force (“EITF”) 03-6: “Participating Securities and the Two-Class Method under FASB Statement No. 128” ( “EITF 03-6”) was ap
 nstruments pursuant to the provisions of Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and H
 y presented for unique transactions and situations or that the related tax accounting was appropriately reviewed to ensure compliance with g
ssessment of the effectiveness of internal control over financial reporting as of May 31, 2005: Change orders inappropriately or inaccurately i
Furthermore, the Company did not maintain effective controls over the preparation and independent review of reconciliations for certain gene
  generally accepted accounting principles in the U.S. (GAAP). We also have ineffective controls to monitor compliance with existing policies
 etra transactions. With guidance from the Registrant’s auditors, Management determined that the error needs to be corrected. The error invo
  Holdings must use commercially reasonable efforts to repurchase such units, at their current fair value, in a form advisable given the financi
 mber 31, 2004, and management’s conclusion has not been subject to review or audit procedures by the Company’s prior independent regis
 ated interpretations, with respect to the Company’s previous policy regarding the treatment of unclaimed bill payment checks. Management c
 nd other accountingstandards relating to the Company's recent financing transactions.

 ctors andmanagement of certain internal control deficiencies that they considered being,in the aggregate, a material weakness. The materia
  ions, that quarterly income tax provisions were appropriately determined utilizing an estimate of our annual effective tax rate, and that our in
r the requirements of the Securities & Exchange Act of 1934 Rules 13a-14 and 15d-14."
 losure controls and procedures were not effective due to inadequate controls and procedures relating to our determination and review of our
na, the enhancement of the Company's inventory and receivable reconciliationsprocess and the establishment of internal audit procedures.
d financial statements for the years 2000 through 2004 to correct the accounting for certain research and development expenditures that wer
 accounting department. Second, there was no independent review of journal entries, and insufficient documentation or support for journal en
kness in internal control over financial reporting as of December 31, 2004. A material weakness is a control deficiency, or a combination of c
ount balances and resolution of resulting discrepancies, (2) lack of documentation supporting accounting estimates and allowances, and (3) a
 g. Based on the restatement for sale-leaseback transactions, management concluded that, as of September 30, 2004 a material weakness e
   include the restatement of selected financial data for fiscal years 2001 and 2000. The Registrant will also file a Form 10-Q/A for the first and
8, 2004, Ernst & Young identified certain deficiencies in the design and operation of internal controls related to accounting, analysis and docu
 eaknesses within this subsidiary's ICFR. The material weaknesses aresummarized as follows: - The information technology general con
ment – Atchison: Management has identified the following significant deficiencies in controls over the purchase and management of mainten
ed to improve the control processes regarding the accounting requirements for determining operating and reporting segments, reporting unit
 rnal control over financial reporting as of November 30, 2004 and through May 31, 2005.
as opposed to the prior practice of recognizing revenue only over the period of in-school academic instruction. As a result of this material wea
 ade to the application itself, and (iii) adequate security administration of users’ access to the application. These control deficiencies did not re
 ncial statements as of June 30, 2005 to correct the identified errors, the Company has determined that the ineffective controls with respect to
ded that we did not maintain effective internal control over financial reporting as of June 30, 2005. As a result of the assessment, we identifie
 o timely file periodic reports with the Securities and ExchangeCommission on our assessment of our disclosure controls and procedures and
ming, as if the Company had been in existence through the period from January 1, 2002 to December 31, 2004 and as if the operations trans
 gement terms and conditions are known for proper revenue recognition evaluation, and the lack of personnel with sufficient skills and experie
 entified that resulted from a weakness in our financial closing and reporting process, specifically, review, monitoring and analysis of selected
 ment expense and capitalized into inventory.. This incorrect capitalization led to restatement of our financial statements for the first three qua
 ecember 31, 2004 in November 2004 and February 2005, respectively. Additionally, this control deficiency results in a more than remote like
                                                                                                                  A
 edures were not effective as of December 31, 2004 because of the material weaknesses discussed below.
s of December 31, 2004, we did
 Associates, CPA’s (“HJ”), our independent auditors, informing us our financial statements for the quarter ended March 31, 2005 failed to acc
 d in reporting financial information in accordance with the requirements of the Commission. Insufficient controls over dissemination of inform
 e to the consolidated financial statements prior to the issuance of such statements. These adjustments included purchase price adjustments
 as:         - The Company does not have an independent audit committee;                - The Company does not have a fraud training program f
 nsistent with United States generally accepted accounting principles (“GAAP”). The Company’s controls over the selection, monitoring, imple
 eneficial conversion feature on convertible debentures, amortization of deferred debt and beneficial conversion features, conversion of conv
 iews.
   a qualifiedcertified public accountant, other than our independent auditor, to assist uswith respect to, the reporting of transactions that involv
e unusual and complex accounting transactions commensurate with the Company’s financial reporting process. This material weakness con
 y’s process to timely update its accounting records to reflect contract modifications and changes in estimates to complete. Management, inc
 oncluded that the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in ensuring that infor
 cumentation. This deficiency results in a more than remote likelihood that a material misstatement to the Company’s income tax provision an
esulted inmore than a remote likelihood that a material misstatement could occur in theCompany's annual or interim financial statements

any’s ability to report financial information related to goodwill and resulted in a material adjustment to the goodwill impairment expense record
income tax accounting matters. Additionally, account reconciliations, which are necessary to detect whether income tax amounts are calcul
 matters involving material accounting issues and to independently review conclusions as to the application of generally accepted accounting
e deficiencies in internal control activities at two of the Company’s smaller decentralized reporting business units. These deficiencies are “ m
ofresponsibilities. The lack of resources in the accounting and reporting functionof our internal controls also resulted in the Company not bei
ys), and amortization of leasehold improvements. These changes are consistent with the views expressed by the Office of the Chief Accoun
ocedures were ineffective and were not designed to ensure that material information relating to the Company and the Company’s consolidate
executive and financial officers concluded that there were material weaknesses in the accounting and financial systems at the Company's ste
ws: • As of June 30, 2005, March 31, 2005 and December 31, 2004, the Company did not have effective controls over the recording of pur
 ased on that review, the Company believed the subsidiary would continue to qualify as a tax exempt cooperative. Therefore, the Company t
n madewith respect to these issues, it nevertheless believes that there continues toexist material weakness in this area.

1, 2004 and 2005 to correct the classification of mortgage loan origination fees on loans held for sale originated by State Bank and to restate
Report on Form 10-QSB/A the Company is restating itsconsolidated balance sheet (unaudited) at March 31, 2005 which appeared in itsQuar
               R
 as follows: 
evenue Recognition. As of January 31, 2005, the Company had ineffective policies and procedures over accounting for revenue
ely controlled. Due to the potential pervasive effect on the financial statement account balances and disclosures, these deficiencies in the de
 es needed to be corrected to properly report its financial condition and results of operations. These errors have been corrected in the accom
 ed financial reporting complexities resulting from the acquisition of Vertical Networks and the associated integration activities.
 e within the accounting function to affect a timely financial close process and to effectively evaluate and resolve non-routine and/or complex
 e reported basic and diluted net loss per share. The Company incorrectly included potential common shares in the denominator of a diluted p
  that until these material weaknesses are corrected, a potential misapplication of generally accepted accounting principles or potential accou
 atements for those periods. Subsequently, Dana announced that, although the investigation was not yet complete and the effect of these res
 cal year 2004 to decrease its deferred tax liability by $36.8 million, with a corresponding increase in benefit from income taxes. As a result, r
"reportableconditions," as defined under standards established by the American Institute ofCertified Public Accountants or AICPA:         o Lac
pany expects to issue a press release and host a conference call to discuss the restatement and its final results for the third and fourth quart
 e have promoted an employee to handle allof our invoicing and billing on a full-time basis. We have made arrangements tohave our accoun

ounting firmfound discrepancies between the number of outstanding options used in a draft ofthe annual financial statements and the numbe
nancial reporting at November 30, 2004. 

  see "Controls and Procedures" herein.
                                                                                                                          •
                                                                                                                          

 ovements, will be accounted for in accordance with generally accepted accounting principles, including the following:
 We have designed
entified the following weaknesses in our internal control system: (1) a lack of segregation of duties; (2) a lack of formal procedures relating to
n of financial accounting standards in accordance with generally accepted accounting principles.

   

                                                                                                     • The environment of the Company was suc
o external financial reporting.
mpany's full time employees, solely has theresponsibility for receipts and disbursements. The Company employs a financialconsultant t
d Chief Financial Officer concluded that as of March 31, 2005, the Company’s disclosure controls and procedures were not effective solely be
e controls and procedures to ensure that material information relatingto CIB Marine and its consolidated subsidiaries would be made known
 e condition,” which primarily related to the fact that we did not have the appropriate financial management and reporting infrastructure in plac
 nts are discussed more fully under the Note 2, "Restatement ofConsolidated Financial Statements." In light of these accounting errors, we ha
of the           Board of Directors that the Company had material weaknesses              in its internal controls and that these condition
committees. b. Deficient internal communications and co-ordination between departments resulted in accounting errors with respect to comp
 Contracts, agreements and other documents are not in all instancestimely prepared and executed and provided to the appropriate accou

 nduct regular periodic reconciliations ofthat account, lack of segregation of duties with respect to preparation andreview of the calculation of
uting "a material weakness in the Company's internal control structure over the safeguarding and financial reporting of the Company's invento
s. This matter was discussed by Deloitte & Touche LLP with theCompany's Audit Committee.
 oth employees and management about complying with procedures and controls and setting the "tone at the top" to mitigate the risk that the e
 at our Israeli subsidiary accounted for inter-company revenues and costs of good sold during the second quarter of 2004. Grant Thornton ha
ere completed. In the report to the Audit Committee,
ce with accounting principles generally accepted in the United States of America. Such matters included: inconsistent and improper applicatio
  party and then the related party paying expenses of the Company; and (iv) some sales and repurchases by the Company of the Company’s

 s of being reviewed by McGladrey. KPMG had previously advised the Company that the adjustments could have a material impact on the fin
 on that KPMG LLP considered to be material weaknesses under standards established by the American Institute of Certified Public Account

 nd Ernst & Young LLP:        o Ernst & Young LLP reported that the financial oversight function to         monitor and summarize appropriate
                                               M
  expensed during the second quarter 2002.
 anagement reported this improper capitalization to us in November 2002. By way of a letter dat
 y identification and recognition of matters to be considered in connection with the determination of the appropriate accounting and public fina
                                                                                                                                

                                                                                                                                A
rtions in the financial statements or to administer HUD-assisted programs in accordance with applicable laws and regulations.
 lack of segre
monitoring, if unaddressed, could result in accounting errors such as those underlying the restatements of the Company's consolidated financ

 ples or practices, financial statementdisclosure, or auditing scope or procedure, which disagreement(s), if notresolved to the satisfaction of E
 ation of accounting principles generally accepted in the United States of America in connection with the identification of the independent valu
 rastructure for collecting, analyzing, and consolidating information to prepare the consolidated financial statements for the Company (ii) issu
 frastructure and the lack of sufficient expertise within the accounting and finance departments.
  investment in certain non-consolidated subsidiaries, 4) the accounting for certain life insurance contracts and the Supplemental Executive R
 02 restructuring and cost reduction plan, the Company terminated 55 employees (approximately 50% of its workforce), including many financ
 s were discussed with D&T and the Audit Committee of the Company's Board of Directors, as well as Grant Thornton LLP, the Company's n

 , and we are confident that these procedures are being consistently followed. As a result of communication issues between our U.S. and Ka
  o the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of perform
 ain transactions were not properly evaluated in a timely manner as to the appropriate accounting treatment.
ss was the result of the Company’s lack of review for impairment of long-lived assets whenever events or changes in circumstances indicate
  lated internalcontrols because we preliminarily assessed internal controlsas ineffective. Based on the procedures performed, we issued ama
 cquired businesses; policy liabilities; investment accounting; consolidation process; purchase accounting; financial reporting procedures and
                                                                   In
ment and related reliance on manual reconciliations and analysis.
 addition, in connection with the audit for the year ended December 31, 20
   June 16, 2003, PWC further advised the Company's current management that the lack of attention of prior management to this reporta
   quarters of 2004…Due to the control deficiencies described herein, management concluded that, although the error was limited to the Cons
 adily available documentation to support all Companytransactions.
 ent our financial reports. - never gives enough info to code, checked rest of filings as of 9/10/05
Registrant has authorized PricewaterhouseCoopers to respond fully to the inquiries of a successor accountant (when one has been engaged
ees. Our documentation for machine sales transactions was inconsistent and not adequately defined. Furthermore, the then existing policies
 ement constitutes a material weakness, as defined by the PCAOB’s Auditing Standard No. 2. Consequently, GEO’s management will be una
  l processes and procedures to ensure that these internal control deficiencies do not result in a material misstatement of our Consolidated Fi
  naccurate inventory aging, and lack of information technology controls to minimize the risk of data manipulation. Although there were no ma
ations, and private offerings - notes payable; and (b) Reportable Conditions relating to segregation of duties, audit committee, insider loans,
. The Company's Board of Directors discussed this reportable event with Grant Thornton and has authorized Grant Thornton to fully respond
nd contract accounting. They also cited a reportable condition with respect to the operation of our finance organization, including our consolid
nformation relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s Exchange Act filings. 

financial management is provided withdocuments and sufficiently consulted with regard to the potential accountingconsequences of transact
 appropriate person, reconciliations (particularly with respect to intercompany accounts with SAC Holdings, inventory, and fixed assets) shou
view process to ensure material arrangements entered into throughoutthe organization are communicated to the appropriate corporate finan

  f that material weaknesses          existed at the time of the audit with respect to our revenue             recognition practices that ultimately
September of 2002, a corporate director of accounting in July 2002, and a new consolidation accountant in September 2002, to enhanc
 l's portfolio. There is noindication in KPMG's workpapers that they identified or addressed this materialweakness.
  n on our internal accounting resources and the delays in the preparation and filing of periodic reports created material weaknesses in our ac
 sed the audit committee that it had identified certain deficiencies in the Company’s ability to reliably interpret customer contracts and the rela
 ing the misstatement of account balances during the fiscal years 2000 to 2003 involving accounts receivable and inventory, among others an
 Q for the first and second quarters of 2003 and third quarter of 2002, its amended Forms 10-Q for first and second quarters of 2002, and its
. In addition, we recently have implemented a new financial accounting system that contains a number of additional controls relating to the ac
g. We continue to study, plan, and implement process changesin anticipation of new requirements related to Sarbanes-Oxley legislation an
a) a lack of effective controls over the coding of certain workover invoices, (b) controls over the revenue accrual process and (c) a lack of pro
and (iii) the application of purchase accounting principles to certain derivative instruments acquired in the business combination with Commo

 f these matters, we determined that our consolidated financial statements for years prior to fiscal 2003 required restatement. See Note 2 to o
ounting principles. This control deficiency resulted in year-end audit adjustments to correct the income tax benefit recognized in 2004 and the
erning this reportable event.
 nal control environment that created the material weakness and/or significant deficiency referenced in the previous sentence were evidence
d additional processes and procedures to improve our internal control over financial reporting including those identified by our independent au
s of Registrant and its subsidiaries for the fiscal year ended November 30, 2002, KPMG reported that a material weakness existed related to



ely and complete reconciliations of intercompany accounts and work in process inventory, application of improper depreciation schedules for
l reporting functions. The significant deficiencies, which are less serious findings than a material weakness, identified were: the inadequacy
in our technical services division that it considered to be a material weakness in internal control. The matters listed in the letter were the mis

nd experienced difficulties and delays in verifying that product sales were being properly recognized as revenue in accordance with United St
ests. The Company is analyzing its policies and procedures and will convey the results of that analysis to KPMG. The Company will complete
ntrol systems for journal entries and closing procedures; the need to document internal controls over financial reporting; the needs to form an

ts then in effect. During fiscal 2003 management addressed the identified issues with emphasis on the Company's revenue cycle, including a
cial statements. In response, management timely proposed and implemented certain improvements to address these concerns.
paring the Registrant's financial statements, and the lack of written policies to set forth accounting policies, internal controls and safeguarding

management objectives. 2. The Company does not currently have monitoring controls in place to determine whether controls that have been
ensions. Among other things, the Partnership has instructed its principal actuarial firm to perform on a monthly basis the computations neces
arose in connection with the restatement, concluded that our accounting, financial reporting and internal control functions needed significant i
 er Chief Executive Officer and Chief Financial Officer, of internal controls relating to the payment of certain expenses not supported by prope
 y concurs with E&Y with respect to these matters and has implementedcorrective actions to improve the Company's internal controls with re
ng a new controller in the Philippines, the appointment of an interim Chief Financial Officer to oversee the accounting activities in the quarter
e control deficiencies constitute a material weakness over the financial statement close process. Further, the Company maintained inadequa
encies relate to the account reconciliation process and procedures, proper supporting transaction detail relating to journal entries and the co
nd lack of sufficient management knowledge of the accounting systems.
and staffing and training of personnel. During fiscal 2003, the Company implemented substantial corrective actions to address many of these
of internal controls, (3) document retention (both system and manual), and (4) information systems design and operation.
f the Company’s Board of Directors has discussed the lack of internal controls with E&Y. The Company plans to authorize E&Y to respond fu



 his material weakness is attributable to the Company's recent growth in terms of both size and complexity coupled with the fact that account
 t Committee, concerned (1) the Company’s need to conduct a risk assessment to be used in implementing a comprehensive system of effec

 nsure that those errors would be detected in a timely manner by the Company's employees in the normal course of performing their assigne
  experienced financial and leasing executive ... who became our Chief Financial Officer in February 2004 ... We have hired eight additional a
ational action in the event of potential loan covenant noncompliance. The Company has taken measures to correct this material weakness in
 all areas of the Company's business, including thefinance areas. These reductions in finance department resources, coupled withadditional
 y agreed with the recommendations of BDO and has eliminatedthese weaknesses by taking the steps recommended by BDO.
nt that its financial statements for the three months ended September 30, 2003 fairly present, in all material respects, the financial condition a

r 31, 2004. In connection with the work performed to date on its internal controls, the Company is aware of several matters that represent ma
 tion. Further, Ernst & Young informed the Registrant’s audit committee of its conclusion that the Registrant’s control environment is insufficie
 September 30, 2002, resulting in incorrect accounting treatment for that transaction. The Registrant was not a party to the specific transactio
 tion. Further, Ernst & Young informed the Registrant's audit committee of its conclusion that the Registrant's control environment is insufficie
 t of 2002 (“Sarbanes-Oxley”), and of a Chief Compliance and Business Ethics Officer reporting to the Board of Directors. 
• The North Am
ols on manual accounting entries made to certain inventory-related accounts in an effort to correct the data in the system, otherwise engaged
 revenues were reduced by $1.4 million or less than 1%, The after-tax loss from discontinued operations was increased by $8.9 million or 8¢
 nternal control, specifically in the design and effectiveness of controls over revenue recognition, which constituted a reportable condition and
he suppliers had shipped to us prior to period end. While these material weaknesses had an immaterial effect on our reported results, they n
mounts and analyses, and the related recordkeeping activities...
 urth quarter of fiscal 2003. This matter was discussed with Ault’s management and Audit Committee at various dates in connection with the
  lly recorded adjustments that reduced net income for the quarter ended June 30, 2003. Goodyear subsequently identified additional adjustm
extent of the accounting errors, and to identify any deficiencies in the Company's system of internal controls that gave rise to the errors, man
er 31, 2002 by $8.3 million and consolidated shareholders' equity by $19.7 million. Another component of the restatement related to the def

ual or greater increase in revenue and profit recognized over the first three quarters of fiscal 2004. Ernst & Young LLP, the Company's indepe
to review the filing. On February 11, 2005, the Company filed a Form 12b-25 and a Current Report on Form 8-K reporting that the Company
ments subsequent to closing its books at year end, resulting in an extension for its December 31, 2002 10-KSB filing. Grant Thornton recomm

 idance to new transactions. The Company is evaluating steps to enhance the operation and effectiveness of our internal controls over new a

  ined embedded derivatives needed to have been completely sold before any portion of the sale could be recognized. In light of this informati
 : (a) a lack of consistent understanding and compliance with Company's policies and procedures, and (b) a lack of segregation of duties. W
mplex accounting matters. 2 As a result, management will be unable to conclude that the Company’s internal controls over financial reporting
  re annual financial statements; and (ii) shared accounting responsibilities for accounting functions between our company and Azteca Produc
 es to effectively reconcile the deferred income tax balances. This deficiency resulted in the restatement of the interim consolidated financial s
 ting for securitizations. The conclusion particularly concerned the discounted cash flow model we used to estimate the value of interest-only
  related to our method of analyzing the manufacturing overhead absorption rate. These deficiencies did not result in any material adjustmen
e Audit Committee of significant deficiencies with respect to certain other matters, principally relating to documentation of processes and resp
  Plaintiffs seek compensatory damages as well as other relief. In October 2003, we filed a Current Report on Form 8−K in which we revised
dards established by the American Institute of Certified Public Accountants. GT advised the Audit Committee on March 10, 2003, that it ident
                                                                                      T
ndence of the Board of Directors and tightening internal policies and procedures. 
he Company has carried out an evaluation, under the supe
ed each of these matters with the Company's Audit Committee and management ... 
 Because of the adjustments to revenue ... and other is
 part of its quarterly financial closing process and the manual journal entry process. The Registrant is also in the process of initiating addition
olution of certain accounting matters; and (ii) failure to perform timely reviews, substantiation and evaluation of certain general ledger accoun
 t auditors have observed additional adjustments to the company’s financial statements relating to out-of-period adjustments made between q

.
   These additional procedures were implemented, in part, due to a material weakness letter we received from our independent accountants in
 nnual impairment testing of its recorded goodwill and indefinite lived intangible assets as required by generally accepted accounting principle
 d inadequate level of human resources within the tax departmentled to untimely identification and resolution of certain tax accounting matter
  al weakness arose in connection with the Company’s acquisition of incineration facilities as part of the CSD assets [Chemical Services Divis
  process, including revenue recognition in accordance with SAB 101, calculation of deferred revenue and monitoring of past due accounts, (
ble conditions constitute a material weakness under such standards. 

 a transaction is known by the persons accounting for such transaction; and lack of application of GAAP to transactions due to perceived imm
entation of uniform controls over certain acquired entities and operations; inadequate control over classification of certain fixed asset balance
omplete first-of-a-kind projects. A material weakness is a significant deficiency in a significant control or an aggregation of such deficiencies t
acked sufficient controls and procedures for the timely and accurate issuance of periodic press releases; Microtune lacked sufficient means t
 Accountants) relating to the timely review andmonitoring of certain account analyses, including the account related to thisportion of our comp
 er units, needed to be improved.
 leading. Plaintiffs contend that such statements caused our stock price to be artificially inflated ... // In connection with the restatement of o
 s in the fourth quarter to reflect these obligations.    In connection with its audit, our independent auditors, PricewaterhouseCoopers LLP,

Mexico should be documented and tested. Employees at the Mill have been on strike since October 16, 2004. The strike was not anticipated by manageme
ue transactions and conclusions regarding customer creditworthiness; and - a significant deficiency with respect to the review of significan
 that there would be material adjustments to our financial statements. Specifically, these actions allege that we issued a series of false or mis
                                                                                                                               •W
                                                                                                                                

ess the issues we identified in our evaluation of the these controls and procedures and those of our subsidiary, E&S Ltd.: 
 e have altered o
 ccounts in the fourth quarter of 2004. Based on management's assessment, management concluded that this matter represents a material w
e Company’s internal control over financial reporting was not effective as of December 31, 2004. Also, as a result of the material weakness, m
 n connection with D&T’s audit of the Company’s financial statements for the fiscal year ended December 31, 2003, D&T formally advised the
 g to document and support customer marketing expenses to remedy this deficiency in the future.
 r the matters raised were related solely to significant events that occurred during the year ended March 31, 2001 as the auditors were dismis
nited States of America.” They did advise us of deficiencies. The Former Accountant’s Response Letter states that in March, 2003 and 2002,
 imarily from inadequate finance staffing resources and processes, and monitoring and oversight of the finance function to support our post-m
 tors issued a letter to us describing these deficiencies, and in connection with the audit of our financial statements for the year ended Decem
 r the matters raised were related solely to significant events that occurred during the year ended March 31, 2001 as the auditors were dismis
d to prevent such an error from occurring in the future. We have discussed our corrective actions with our Audit Committee and Ernst & Youn
  going concern. Management’s plans in regards to these matters are also described in Note 1. The consolidated financial statements do not
and September 30, 2003.
 our internal controls for the year ended December 31, 2003 under standards established by the American Institute of Certified Public Accoun
n personnel with respect to inventory reporting existed at the Gaffney facility. The analysis also confirmed that the inventory misstatements m
                                                                                                                                       C
ssue constitutes a material weakness in its system of internal accounting controls as defined under standards established by the Public
omp

 ted with certain commercial loanrelationships. Further, the reportable condition associated with the timelinessand inadequacy of the cash acc
s where errors were made in the estimated cash flows and therefore in the residual interest in securitized assets valuation computations for th
  recovery and control over the program change process,
    •       We found inadequate reconciliation procedures for transactions and balan
 sh on deposit with our insurers. Specifically, refundable insurance deposits were incorrectly recorded as prepaid assets and amortized as an
 he Company's Form 10-Q for the period ended September 30, 2003in order to restate the Company's consolidated financial statements. Me
  its Form 10-Q for the quarter ended March 31, 2004 to reflect these adjustments. The requirement to adjust the financial statements for the
ependent auditors, Grant Thornton LLP. Grant Thornton subsequentlyverified management's findings and concluded that this was a material

s ... KPMG advised the Audit Committee of the Company's Board of Directors of the following material weaknesses: Inappropriate revenue r
) quality control over the financial reporting process. Hein has also indicated that the Company's method for calculating its revenues requires
 that the Registrant has experienced significant turnover during 2003 in its financial accounting and reporting function, which has resulted in
 was determined that we were improperly accounting for lease escalations. In the fourth quarter of 2004, we recorded an adjustment of $4.0
es involve revenue recognition, estimates to complete certain contracts made in connection with projecting losses on contracts for recognitio

 ortable conditions combined with numerous other control deficiencies represent material weaknesses in internal control over financial report
cation; and customer contract files management.
e Company strives to continue to make improvements in its internal controls.
 rst three quarters of 2003. The Company's independent accountants, KPMG LLP, have provided a letter to the Company's Audit Committee
procedures and documentation and information systems.
  accounting principles generally accepted in the United States, due in large measure, to the absence of a chief financial officer or other indiv

ancial statements for the year end December 31, 2003 ...
 incorrect measure of fair value for its derivative instruments and the failure to record a correct mark-to-market adjustment for these instrum




 tated. Because of this change in its lease accounting practices, the Company concluded that it had a material weakness in the effectiveness of controls ov
g and their operation.
 accounting personnel, (e) inability to timely and accurately close the books, (f) operating without a full-time CFO and (g) the improper or lack
  Audit Committee, and OCA has authorized Ernst & Young to respond fully to the inquiries of PricewaterhouseCoopers regarding this matter
ernal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)...
nt or considered in connection with ongoing compliance with SFAS 131 and SFAS 142 guidance. PwC recommended that the Company sho
 urities at this time is highly speculative and involves a high degree of risk. / Although management has not completed its assessment, man
 nt has taken and is continuing to take steps to improve these internal controls.
  to restate prior financial statements. The weaknesses identified included, but were not limited to, the following:-- General ledger cash acc
e lack of adequate supervision of accounting personnel. We are taking actions to address these items.
expertise with respect to accounting for software revenue... [4] Our controls over inventory are inadequate despite the fact that, as of the end
 d control modifications to record, process, summarize and report transactions in accordance with our revenue recognition policy related to su
 rt any material weaknesses in our internal controls. However, we may experience reportable conditions and material weaknesses in the futu
                              
                                                                                       

on reporting processes… Deficiencies related to inadequate or ineffective policies for documenting transactions… Deficiencies related to des
pth written and contemporaneous accounting analysis or reevaluation of prior management judgments and accounting estimates.
al information, although the letter noted that the Company regularly conducted thorough and timely review and analysis of revenue arrangeme
e audit committee of our board of directors that the reconciliation failures described above are considered to be material weaknesses in our in
fective monitoring and oversight of the accounting and reporting functions ... Our independent auditors concluded that the circumstances des

  (ii) the lack of sufficient qualified personnel in our accounting department.
 ontrols as of December 31, 2004. As a result, management will disclose this material weakness in internal controls in its report in the Compa
 ain adjustments were identified in the annual audit process, related to the recording of stock-based compensation, prepaid expenses, accrue
ror discovered in the computation of its unpaid dividends on its 7 1/4% cumulative convertible preferred stock. The error was a result of the f
                                                                         o
 ion was considered a material weakness and concerned the ability
f accounting personnel to properly apply all relevant accounting pronoun
d SEC reporting; 
• we lacked controls to insure that agreements, contracts and other documents relating to debt and equity transactions, an
fficiently developed accounting processes to support efficient preparation and independent auditor review of the consolidated financial statem
ult of a lack of segregation of duties; and Weakness in our financial reporting process as a result of a lack of supporting evidence and record
  erall level of expertise, establishing or reiterating policies and procedures designed to enhance coordination between management and the
neral rights as tangible assets rather than as intangible assets for accounting purposes, the capitalization of certain exploration expenses, an
ondition” constituting a “material weakness” in our internal controls …
 ls were inadequate to ensure that revenue related to certain contracts in its K-12 and Admissions Services divisions was recorded in accordance with GAA
 controls and procedures did not result in (i) our proper understanding of the application of SOP 97-2 for multiple element contracts, (ii) the id
 se processes. The material weaknesses fall into two major categories; information systems (“IT”) and financial systems…
e Company’s fiscal 2005 fourth quarter consolidated financial statements. Additionally, this control deficiency could result in the misstatement
 s individually constitutes a material weakness.
ol conditions: rapid growth of the company through acquisitions and market conditions; turnover of key finance personnel; and, integration of
 from industrial customers. The Company is cooperating with the U.S.Department of Justice. The Company also identified weaknesses, whic
 and training around standard financial policies and procedures; insufficient review procedures; and insufficient supporting documentation for
  of in the fourth quarter of the preceding fiscal year. This involves only the timing of when certain advertising revenue and related c
ndent auditors identified and communicated to the Company and the Audit Committee a “reportable condition” … The reportable condition id
o properly supervise personnel, enforce and follow policies and procedures, and perform their assigned duties.o Lack of adequately staffed a

n of generally accepted accounting principles, including revenue recognition, asset valuation, derivative instruments and stock option accoun
s and, collectively, a material weakness as defined in Statement on Auditing Standards No. 60….
                                                   a
were not properly accounting for our management
rrangement for The Sports Club/LA − Miami, that we had not properly implemented
tatem  S

 ial weakness
 table conditions and, collectively, a “material weakness”
 edge and experience of U.S. GAAP accounting principles and SEC requirements. PwC reported to AXA’s Audit Committee and managemen
                                                               A
al reporting requirements on a timely basis could be impaired.
s part of a recent audit process, STATS’ independent auditors, KPMG, notified
  equity compensation for one former employee, which wasbrought to our attention by our independent registered public accounting firmand w
blem in connection with an outsourced software upgrade to the systems at Beijing United. The software provider is remedying the system pro
ontrols and was therefore unable to ascertain the true financial condition of the company; and (4) that as a result of recognizing revenue prem



 ce on the bank statement. This was a material weakness in internal control. In fiscal 2002 we implemented procedures to independently trac
ing Standards No. 60. In addition, these internal control issues may also constitute weaknesses in our disclosure controls and procedures.
inancial statements required by Form 10-K; [and] The monthly monitoring process for certain projects in Saipan did not provide accurate pro
ed to determine the accruals for pensions and other post-employment benefits and therefore to the financial statements and footnotes. Thes
 the registrant that it had not completed its audit procedures, issued its audit report and had not consented to the filing of the Form 10-KSB on
rocess and the revenue recognition analysis of some of our non-Guarantor subsidiaries, including their reporting of the timing of revenue tran
 ll need to upgrade our systems, implement additional financial and management controls, reporting systems and procedures and hire additio
sed significant delays in producing financial statements at the end of the accounting period and will continue to cause delays, as well as allow

 re that we can meet our financial reporting obligations given the significant growth in our business in recent periods.




xpense recognition, including expenses associated with stock based awards and (iii) improper accounting associated with the consolidation a
g related to the calculation of depletion expense for its proved oil and natural gas properties.
                                                

ccounts receivable and accounts payable; and The Company’s recognition of accruals in connection with litigation.
 or 2002, 2003 and the first six months of 2004 due to methodological flaws concerning the timing of expense recognition for product returns.
  for management, and we continue to implement changes and improvements to our internal controls and procedures.
controls involving revenue recognition policies with respect to certain undocumented or unapproved change orders and the failure to timely re
 s were related to:    - Certain account reconciliation and review procedures;      - Specific procedures in accounting for capitalized software



was amortizing such deferred amount resulting in a material misstatement in the Company’s condensed consolidated financial statements. D
AICPA:On one occasion in April, 2004, the Company made a loan in the sum of$40,000 to a senior executive officer (see Note 5). This loan w
 g aware of the issues in Brazil, senior management, with the assistance of the company’s internal audit team, conducted a preliminary inves
nd certain foreign subsidiary financial information. The transition from our former CFO to our current Interim CFO and the loss of our former
ontinue to evaluate its needs in the controls area and respond accordingly.
 ts as of December 31, 2002 and 2003, our consolidated statement of operations for the year ended December 31, 2002, our consolidated st
x return information provided by the "tax matters partner" of Equistar and used by Millennium to compute changes in its tax basis in Equistar
 missions receivable in our Life Insurance division, together with corresponding adjustments to revenues and expenses, should be recorded.
have remedied this weakness. As a result of these efforts, our independent auditors have not advised us of any material weakness in our pre
Warrant Valuation The valuation of the warrant in fiscal 2002 has been corrected for an inadvertent miscalculation that had previously been co
 espect. Further, the Company determined, based on its investigation, and without reliance on KPMG, that the identified material weaknesses
 1, 2004...   Our management has concluded that because of the material weakness described above, as of December 31, 2004, our internal control over
of various accounting personnel during 2002 and2003.
 ially changed our financial statements. Our independent auditors also identified a need to add to the staff and strengthen the overall skills of
year ended May 31, 2004. Our independent auditors, in connection with their audit of our 2004 financial statements, have noted certain matte
                     a
illion. This division
ccounted for approximately 4.5% of our consolidated revenues during 2003. We adjusted our financial statements for 200
generally accepted accounting principles. Specifically, our independent registered public accountants identified six instances where revenue
failure to perform timely and effective reviews. The independent registered public accounting firm indicated that they considered these deficie
cial statements for the year ended December 31, 2003.
 ly close process does not mitigate the risk that material errors could occur in the books, records and financial statements, and does not ensu
                                o
orms previously utilized in our
ver 600 practices to bill and collect for products and services. The new system provides us with better visibility
al assets, derivative financial instruments, state income tax exposure items, and the income tax effect of intercompany transfers of financial
  n at month-end, the Carlisle facility used an accounting model to estimate certain sales and cost of sales and the related accounts receivabl
  inadequate procedures for adding new products to the products available for sale; inadequate controls over the price book and inadequate p
 performing long-term construction contracts.
 Surety Capital Corporation’s separate general ledger, although few in number, were neither timely nor complete … 3) The activity in employe

 w procedures associated with the Company’s accounting for income taxes and related disclosures. As a result, the Company recorded adjus
ds, the Auditor recommended that the Company develop and implement certain internal control policies and procedures. The Company has

 nts a material weakness in a company's internal control over financial reporting; however, based on the demonstrated integrity and trustwort

nancial statements, has found some reportable conditions that are believed to be a "material weakness" …. The reportable conditions include
 existed in the Company’s internal control over financial reporting, and to such extent, the Company’s internal control over financial reporting as of Decemb
 . This contact will be responsible for summarizing, recording and analyzing all material received from regulatory agencies and disseminating
egrated computerized accounting systems; accurate recording of routine transactions; appropriateness and consistency of application of acco
  th FOB destination shipping terms.

he discovery of accounting errors as a result of the misinterpretation and misapplication by our internal accounting staff of certain terms in ou
 ur corporate accounting policies at certain of our international operations….Management also determined that the internal control deficiency
  balance was not being performed. The lack of such preventative and detective controls allowed this accounting error to occur and escape d
 e transactions…”
  course of performing their assigned functions, in our internal controls relating to our accounting for inventory that did not prevent the erroneo
  necessarily result in identification of all internal control deficiencies that might be reportable conditions. Among the material weaknesses ide
                                                                                                                      

 onciliations were incorrectly prepared and were not properly reviewed as part of the year end closing process. Management Override of Con
 nication of events or transactions that may require adjustment to, or disclosure in the financial statements included in our filings.
 d to a decision to restate our financial statements for the years ended December 31, 2003 and 2002 and subsequent quarterly periods. Man
 e Registrant's internal control over financial reporting as of December 31, 2004.
s based on several adjustments that were made in the course of the audit process that, in their view, should have been identified and resolve
 erably at or near the fiscal year end. The identified material weakness relates to the lack of an update of inventory standard costs at the Com
erial weakness in the operation of our internal control over financial reporting. 
 Ernst & Young also noted that our system of financial reporti

uring the years ended March 31, 2004 and 2003. Management believes that sufficient compensating controls have been implemented to min

g its previously issued financial statements to consolidate the operations of these entities. The Company is reviewing other similar arrangements to determ


t of options and warrants which caused us to record these transactions at a later date than they occurred although, to our knowledge, this we
nuation of employee stock options following termination of certain employees; (v) that the Company identified the risks associated with using
nt as of Dec. 31, 2004 was ineffective, and the company’s external auditors may issue an adverse opinion on the company’s controls environ
solution of certain accounting matters; failure to perform timely reviews, substantiation and evaluation of certain general ledger account bal
                                                                

 g Standards (“FASB”) No. 5, “Accounting For Contingencies.” a lack of suitable documentation or analysis to support the Company’s estimat
nel and management of the Company who perform its accounting and financial reporting functions are not sufficiently expert in U.S. GAAP a
ess constitutes a material weakness as defined in the auditing literature.
rnal control / review procedures required to properly and timely record customer chargebacks. Management has informed MK and the Audit



 ion of duties within these areas…
o monitor compliance with existing policies and procedures.          In a review of the events that led to the inaccurate accounting for many of our p

                             T
 mpany’s disclosure controls.
he material weakness was caused by an inadequate control over the review process of new material debt agre
wing areas of concern and focus: (i) strengthening management oversight over key accounting decisions; (ii) increasing the Company's contr
 inancial statement close process does not insure that all material errors to accounts that involve significant estimates will be identified on a t
                                                                                                                               

  statements may occur and may not be detected within a timely period by management in the normal course of business. … In summary, ou
                                        •
 y accepted accounting principles.
Deficiencies related to the design of policies and execution of processes related to accounting for operati
 annual or interim financial statements will not be prevented or detected. Based on our evaluation under the framework in Internal Control—In
s. Management determined that the internal control deficiency that gave rise to this restatement represents a material weakness, as defined
 ualifications and training to fulfill their assigned functions. Our auditors indicated that they considered these deficiencies to be a material wea
any has continued to implement changes to improve its internal controls over financial reporting. These changes include, among other matte
ed by amendment. The Company immediately implemented corrective action, including increased manual and system tracking of all entries,
y purchasing. Therefore, management recomputed the estimated value of its finished goods inventories at March 31 and June 30, 2004, usin
                                                    •
ute of Certified Public Accountants, or AICPA:
At various times during the year the Company did not have sufficient competent accounting pe
 d controls over recording accounting transactions. The plan will be reviewed monitored by the Company management including the Chief Ex



 of Certified Public Accountants or AICPA:o Lack of quantity of staff which led to issues related to timeliness of financial reporting and year en



formation gaps. During the completion of the annual audit by the Company's independent auditors, PricewaterhouseCoopers LLP, in Februa
 had not actually made sales that it had reported to the Company. As a result of this investigation, we were also unable to timely file the Form
nt agreements and the accounting for certain equity awards. The material weaknesses are described in further detail in Item 9A of the Compa
o ensure accurate measurement of estimates and recording of amounts associated with these transactions at acquisition and over the life of
counting principles in the United States. In response to this matter, the Company, during the third quarter 2004, revised its procedures related
rrors or lack of substantiation with respect to the amount of         certain reserves and the timing of the release of certain reserves;   - la
considered, in the aggregate, to constitute a significant deficiency and material weakness under standards established by the American Instit
 reconciliation, documented support for, and review of accounting entries and consolidation adjustments, resulting in a number of errors in th
 our accounting and financial reporting function. Also, we must improve controls surrounding monitoring and oversight of the work performed
core Credit’s financial and accounting staff. Our auditors further believed that the number and experience of individuals in Encore Credit’s ac
undocumented controls, lack of monitoring controls and the lack of an internal audit function. Certain of these internal control weaknesses ma

material impact on, nor has it led to material misstatements in, our financial statements to date. Management, together with our Audit Commit
 "financial expert" to join the Board and does not agree that there is a material weakness over its ability to estimate distributor returns in accor



ncial statement presentations and related disclosures were complete and in accordance with GAAP. ...        • The Chief Financial Officer is actively involved i
 xisted in its financial reporting and disclosure controls regarding the selection and application of generally accepted accounting principles and the prepara
counts receivable associated with sales to Ford…
mong senior management, counsel and the Company’s tax and compensation experts. Absent review of specific deferred compensation rec
ere not effective as of September 30, 2004…
cal quarters ending June 30, 2004. This resulted in an understatement of consolidated consultant costs (direct cost) and an under accrual o
ch 5, 2004. The errors were immediately corrected and reported in amended Form 10-Q/A for the quarters ended March 31, 2004 and June
dependent auditors may be unable to attest on a timely basis to the adequacy of the Company's internal control… As discussed in Note 14 to
n may be deemed to constitute a material weakness.

 e with generally accepted accounting principles and specifically, do not prevent the adjustment of certain aged inventory to below current boo

ystems to minimize the risk of unauthorized access to such systems, the increased level of turnover among employees involved in the operat
This error was not detected by our internal controls over financial reporting and was noted by our independent auditors. Our independent aud

… The adjustments to our financial statements involved the identification and resulting accounting for embedded derivatives in our 9% Senio
a material weakness in the company’s internal controls over financial reporting at December 31, 2004. The company believes that it has take
on agreements (extension of the option exercise period). The entry was subsequently recorded and is included in our unaudited interim finan



et for that period in accordance with FAS 52, Foreign Currency Translation. As a result, our net loss for the three month period ended Octobe
 a material control weakness in our internal controls as of September 30, 2004...
ount of time and resources in documenting and testing our system of internal control. During the course of this comprehensive process, we a

g pronouncements, as the result of a lack of adequate staffing in the Company's accounting department….
 n by the Company, and for its independent public accountants to complete its review of the Company’s financial statements, prior to the Com
 cord, process, summarize and report financial data consistent with the assertions of management in the financial statements…
nd principal financial officer supervised and participated with other management in reevaluating the effectiveness of our disclosure controls a

 ed a calculation error that caused the overstatement of accident claim reserves and the failure to update the accident claim reserve to reflec
d controls to implement improvements in our internal controls surrounding our financial statement close process.
be prevented or detected.” Management’s conclusion is that the noted control deficiency surrounding the calculation of the quarterly tax prov
uring our evaluation of these items, we concluded the errors (i) reflected material weaknesses in our internal control over financial reporting w

tatements 3. The Company has insufficient staff in the accounting and financial reporting departments.
ee quarters of 2004. Vital Images has identified two causes for the omission — manual procedures that did not always identify when services
mpany has assigned a high priority to the remediation of the reportable conditions.
 nted or detected by the Company’s employees in the normal course of performing their assigned functions….
  balances; 3. Maintaining accounting records for certain offices on spreadsheets outside of our standard accounting software on a cash basi
ne 30, 2004 10-QA. The Company will evaluate the need to enhance its internal resources, including obtaining or engaging outside experts to
 g “ material weaknesses” in the Company’s internal controls concerning oversight of its European operations, in particular its Laon, France fa
of our Forms 10-K for the fiscal years ended July 31, 2003 and July 31, 2004, we implemented process and control improvements to correct

 tee and outside corporate counsel, have concluded that the Company’s disclosure controls and procedures were not effective as the Compa
h 1992, (ii) concern (a) the computation by the Company of creditable foreign taxes and the utilization of such foreign tax credits and (b) the r
 s and regulations thereunder. This deficiency constituted a material weakness, and detailed below are the facts surrounding this matter... In
e conditions identified by our CEO and CFO as material weaknesses in our disclosure controls and procedures. We will continue to monitor t
  t compensating controls have been implemented to minimize the risks associated with this material weakness, including using a bookkeepin
            
                                                                           
                                                  •
or AICPA: • Lack of reconciliation of accounts payable balances to vendor accounts. • Inadequate review of details of accounts payable. 
Ina
s determined that this failure to comply with the routine account reconciliation procedures is a material weakness in internal controls and has
ncome tax accounts and related valuation allowance. As a result of the material weakness described above, we concluded that our internal c
e to ensure that the deferred tax provision and the classification of deferred tax balances were prepared in accordance with generally accepte
 identified by our auditors was that our controllership function did not have an adequate formal process in place to gather the data required to
 internal controls in reviewing significant transactions by someone other than the person preparing the bookkeeping entry. Since the error, the

as alleged that misstatements were made by theCompany's Chief Executive Officer concerning an employment contract with theCompany's n

ess. The Company is also in the process of remediating this weakness.
 ures were not effective as of the end of the fiscal quarter covered by this report, since a material weakness in the control structure of the Com
                                                                     

 pplication of US GAAP and SEC disclosure requirements; and 3. insufficient emphasis by management on evaluating our compliance with U
or and an additional accounting manager…
 kholders' equity and oil and gas property by approximately $372,000. The impact on net loss and net loss per share was negligible.
 g: (i) inadequate control over activities and reporting relating to Trinity Learning's investments in its South African subsidiaries; and (ii) lack of
 of the invoices and the shippingdocuments. In addition, we had no formal procedure to timely documentcreditworthiness and/or credit consid
  of its excise tax calculation and reporting procedures and has put additional controls in place over the calculation and reporting of excise tax
connection with our 2001 and 2002 foreign acquisitions, we maintained the value of those intangible assets based on the foreign currency ex
 closed by the Company in its periodic reports is recorded, processed, summarized and reported within the time periods specified in the rules
ed or is in process of remediating; however, as documentation, testing and assessment are still ongoing, there is a possibility that we may no
 periodic review of the trial balance for unusual items.

 controls related to these self-insurance reserves were insufficient to prevent a material error in our financial statements
 es, Peoples Gas and North Shore Gas. Differences between the two systems occurred over the past five years primarily due to certain routin
 d of Directors, our inability to provide adequate segregation of duties and other mitigating controls may be considered a material weakness i
mous submission by employees . . . regarding questionable accounting or auditing matters.” Our current complaint procedure, applicable to bo
material weakness related to the lack of controls over our year-end financial closing process and our ability to produce accurate financial state
 unting department both domestically and internationally, the need to develop a tax group, the need to establish our own internal audit departm
 ontrol over financial reporting to address the material weakness...

 taurants, Inc.’s internal control associated with the selection, monitoring and review of assumptions and factors affecting certain of its depreciation and lea
                                           

d public accounting firm were as follows: • Insufficient analysis, documentation and review of the consolidation of the financial statements of s
y had identified a material weakness regardingthe Company's internal controls. The material weakness noted was the lack ofsufficient contro
 opriate review of significant transactions and related accounting entries, and the appropriate documentation and application of U.S. GAAP fo



ntly studying ways (i) to strengthen its evaluation and monitoring of ongoing compliance with leasing matters and other generally accepted ac
 roduct return, which certain Company personnel in Latin America knew to have occurred within the contractually allowable return period, but

                                                                                      

 e end of its fiscal year at July 31, 2004. Significant deficiencies identified were: 
 • Lack of analysis and reconciliation of certain accounts on

 agement concluded that, among other things, (i) the Company did not have adequate integrity, experience or depth of accounting and financ
                                                                                                                              In
 These weaknesses contributed to the restatement of our financial statements for the quarter ended September 30, 2004. 
 conjunction with
 iencies may also constitute deficiencies in the Company’s disclosure controls…
 mited resources and manpower in the finance department; (2) inadequacy of the financial review process as it pertains to various account an
 nces; inadequate procurement procedures; lack of procedures or expertise needed to prepare all required disclosures; and evidence that em
  lating to management’s proposed solutions to tax related issues and documentation of management’s tax conclusions were deficiencies tha
 0, 2004 that resulted in post-closing entries to the interim financial information. Fannie Mae recorded those entries prior to the release of est
 ed loan review reports as of June 30, 2004 performed by the outside loan review firm retained by the Company to review the loan portfolios a
 ncial reporting of the Company were not reviewed by others for propriety. These lack of reviews resulted in adjustments being proposed by th
   accounting roles and adherence to certain control disciplines within the accounting and financial reporting function…

                                                                         

nancial closing process for the fiscal second quarter on a timely basis. • internal information from ASI indicating that an improper payment wa
 ds established by the Public Company Accounting Oversight Board, which became applicable to us on October 29, 2004, when the merger w
 rance premiums, real property taxes and supplies inventory as they pertain to Company, joint venture and franchisees. We identified deficien
s CDO investments and other Company activity, (ii) the level of training of accounting and financial reporting personnel, and (iii) the level of d
 he fourth quarter of 2004. Restated unaudited interim financial statements of the Company reflecting the correction of this error are included
                                                                                                                     M
marized and reported within the time periods specified in Securities and Exchange Commission rules and forms…
 anagement believes that
d deferred income taxes in connection with certain acquisitions, as summarized below:           1) We determined that our accounting for c
 sulted in the failure to eliminate certain intercompany transactions in consolidation. This process error was embedded in the legacy accounti
 luation and review of financial information included in the Company’s financial reporting. Management is still in the process of reviewing and
amortization periods were ineffective to ensure that such transactions were accounted for in conformity with generally accepted accounting p
e a formalized process for: a) documentary evidence of the review by individuals with appropriate financial reporting expertise of transactions
                                                                                                                                   

to the need for more personnel as well as personnel more highly skilled, trained and familiar with the newly acquired business; • a more form

which did not recognize that the actuarially calculated point estimate contained in the independent actuarial reports on which such self-insura
iciencies: o inadequate control of processing of cash receipts, o inadequate control over bank transfers, o inadequate control
                            

 rocedures are encouraged. • Certain former executive officers of the Company, who were also executive officers at the Company’s various c

ssifications prior to issuance of the related financial statements. In addition, the Company lacked adequate personnel resources possessing
  sulting from the acquisition of Technisource and the associated integration activities.
ursements, cash handling, cash receipts and reconciliation should have greater segregation of duties to mitigate the risk of fraud or financial
  internal controls over financial reporting. An assessment of the company's internal controls will be included in its Annual Report on Form 10-
  s to ensure that all relevant documents related to complex leasing transactions were made available to internal accounting personnel and th
  earnings. Proper accounting was determined to be a direct charge to common stock instead of income tax expense. This error was identifie
encies in the Company’s internal controls; a failure to establish, document or properly train personnel with respect to certain accounting polic
ncement of employment, during the period May 1999 to July 2000; (B) grants that were made to persons engaged on a part-time basis prior t
  eloped software capitalization guidelines, the commencement of amortization of its capitalized software development costs, its month-end cl
 l consultant who assisted us in closing the quarters ended April 2004,July 2004 and the year ended October 31, 2004.Our auditors did not ha
   it intends to reestablish an audit committee of the Board of Directors and devote the necessary resources to improve its internal controls ov

considered this matter to be a reportable condition … representing a material weakness in the Company’s internal controls over financial repo
 o be improved to ensure that they do not have unintended consequences with respect to software revenue recognition. 

ns and to other assets or other liabilities. As a result of this material weakness, the Company had overstated its gain on sales of loans and recorded an ad


ng from its independent registered public accounting firm.
                                                             

                                                             2
ated accounting records or to all phases of a transaction.
) Not all of the Company’s cash disbursements and transactions had adequate sup
events are the result of (i) an inadequate number of accounting and finance personnel with sufficient technical expertise in the area of U.S. G
of certain leases from sales-type to operating leases and gave rise to a restatement of 2004 interim period financial statements, represents a
ed Public Accountants that McGladrey believed to be material weaknesses. McGladrey has advised the Trust that it believes that these two
 orting responsibilities and limits the Company’s ability to effectively monitor and oversee financial accounting and reporting processes. As a r
Activities” as part of the financial reporting process.
 ng accurate and reasonable assumptions and judgments, and insufficiently experienced and trained staff. In addition, these material weakne
nt was aware that there had been significant adverse claims development in the bail bond program. E&Y believes this information was not pro



 ment determined that the internal control deficiency that resulted in this restatement represents a material weakness...

ment concluded that, while some of our book overdrafts historically had been reported as current liabilities, others were offset against cash a
 to the following control deficiencies relating to the preparation of the Company’s financial statements which are individually considered to be
he errors identified by our auditors resulted primarily from inadequate reconciliation of certain accounts, insufficient review of accrual and res
e to conclude that the Company’s internal controls over financial reporting are effective as of November 27, 2004. On January 10, 2005, the C
  Company implemented additional controls and procedures designed to ensure that information regarding vendor allowances provided intern
of our financial statements for the quarter ended August 1, 2004, related to the timing of the recognition of severance expense and recognitio
 lack of timely, reviewed and approved account reconciliations, lack of journal entry approvals, lack of appropriate documentation to support j
ncreasing complexities of standards of financial reporting, the Company’s technical accounting capabilities needed to be expanded to ensure that the Com
 iling items have been corrected in these statements.
  was corrected on Forms 10-Q/A filed onDecember 23, 2004. The Company's previously reported net income and income pershare were no
 nition treatment reflects a correction in the Company’s application of AICPA Statement of Position 97-2, “Software Revenue Recognition” (as
and procedures with respect to the minimum standards of documentation required to support each accounting entry. Consequently, many of t
needed to properly account for non-routine transactions (such as acquisitions of other businesses) and prepare certain of its required financia
 r activities that led to the restatement of certain of our financial statements. That material weakness was identified in connection with an inve
  accounting policies and procedure; (4) inadequate monitoring and Oracle system controls in the revenue data entry process; (5) insufficient
y to prevent and detect incomplete accounting and disclosure of accounts payable, accrued liabilities and the related general operating expen
 clude all adjustments necessary to present SonoSite's tax benefit and deferred taxes in accordance with generally accepted accounting prin
d in considering certain comments that we recently received from the Securities and Exchange Commission in respect of our 2003 and quart
 ornton LLP noted that in accordance with professional standards this restatement indicates the existence of a material weakness in our inter
ment, the Company believes that material weaknesses existedin both the controls over financial reporting and controls over paperwork,es

 he United States to transactions that are relatively complex and non-routine in nature that led to the restatement of certain of the Company’s
        

        •
 tified:
         The current organization of the accounting department does not provide Opta with the adequate skills to accurately accoun

ufficient documentation over the year end closing process combined with key employee turnover and lower staffing levels resulting from the p

ng process ... Management will disclose the material weakness in internal controls in its 2004 annual Form 10-K and indicate that the compa
 fied two material weaknesses as of December 31, 2004. The first is related to the lack of properly documented financially significant applicat
ined by the Public Company Accounting Oversight Board’s Auditing Standard No. 2. Based on this evaluation and due to existence of the int
 es            at one of our Mexican subsidiaries.      3) The hiring of an additional external accounting firm to assist             in the pr

stances. As part of this undertaking, the Company intends to incorporate additional levels of review of the processes and supporting docume
ontrols.
 in inventory. The Audit Review Committee of the Company's Board of Directors, and the Board of Directors itself, have reviewed the reports
m were designed correctly, the           execution of the procedure was not carried out properly primarily      because of human error. Spec
                                                                                                                                         

erpretations that led to a failure to contemporaneously fully document the accounting for hedging relationships under SFAS 133; and 
• a fai
and related provisions. Specifically, our periodic assessment of the estimated remaining net rental obligations included in the restructuring ac

contribute to deficiencies in [three] areas... deficiencies in the following areas: (a) revenue and accounts receivable design deficiencies relate
1, 2004 financial results as reported in this release, nor isit our belief that such weaknesses will result in changes to these results.Further, in e
 enerally accepted accounting principles...
 n of pre-tax adjustments of which management believes $3.8 million pertains to earlier 2004 quarters or prior years. This total includes $1.6
 review of the selection andapplication of generally accepted accounting principles of significantnon-routine transactions, including the prepar
ult, management was unable to conclude that the Company’s internal controls over financial reporting were effective as of December 31, 2004 or as of Apr
of the year end financial statements is consistent with our prior practices, with the exception of the lack of oversight of the departed Chief Fin
ed annual depreciation expense and rent expense had been understated and that previously issued financial statements should be restated.

Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of December 31, 2004, management has concluded that, because we were required t
  of the material weakness described above on the achievement of the objectives of the control criteria, CIT Group Inc. has not maintained ef
verse opinion with respect to the Company’s internal control over financial reporting as of December 31, 2004...
cly-held retail and restaurant companies, that its current methods of accounting for rent holidays and tenant improvement allowances, and of

 controls as defined in AS No. 2. The Company is reporting preliminary financial results because it recently identified deficiencies in its interna
ting, management has concluded that, as of January 29, 2005, the Company’s internal control over financial reporting was not effective based on the criter




 ting as of January 1, 2005.

sued into escrow for the NOMOS selling shareholders. The material weaknesses identified related to the (a) procedures employed by mana
 and for the year ended December 31, 2004, we discovered that the Company incorrectly calculated the loss associated with the sale of certa
blic Company Accounting Oversight Board's Auditing Standard No. 2 ...
               

 entory counts • reconciliations of preneed funeral and cemetery records to trust fund assets and corresponding liabilities and non-controlling
 Consistent with these standards, management has concluded that the restatements of its consolidated financial statements constitute mate
 a physical inventory after yearend which confirmed the accuracy of our inventory as recorded in our financialstatements for the year ended D
 encies in the Company’s internal control, accounting errors in certain prior and current period financial statements were identified, resulting i
material weaknesses" as defined by the Public Company Accounting Oversight Board's Auditing Standard No. 2. Consequently, managemen




 a material weakness in the company’s internal controls over financial reporting at December 31, 2004. The company believes that it has take

 the filing of the Annual Report on Form 10-K. The combination of a limited staff and the transitional status of our Chief Financial Officer resu
Company's internal controls over financial reporting are effective as of January 1, 2005, and the Company expects that its independent audito
mpany in connection with the Claimed Deduction and Credit Calculation Refunds is $5.2 million. Previously, the management of the Compa
ng from the lack of effective reviews of hedge transaction documentation and of quarterly mark-to-market accounting entries on open fuel he
ng for the acquisition of George Mason. The errors were related to the fair value estimates associated with acquired loans held for sale and t
ncial Instruments with Characteristics of both Liabilities and Equity". In order to correct this error prior to the filing of our financial statements w

 revenue recognition. This material weakness affects revenue, accounts receivable, unbilled receivables, deferred revenue, cost of sales and
 nt's timely requests, Scientific Games Racing, LLC (the parent company of Autotote) and United Tote Company, two of the three companies that provide t
 control over financial reporting was not effective based on the criteria set forth by the COSO of the Treadway Commission in Internal Control-Integrated Framework.
 ied relating to the accounting for a legal matter; (2) an error in the income tax provision calculation utilized to record income tax related asse

ancial oversight responsibilities had    obtained adequate documentation and understanding of the transaction         and its related accou
ntly, the Company recorded an increase in contractual adjustments of $9.1 million and a corresponding decrease in service fee revenue and

encies related to the internal controls over financial reporting of an overhaul repair facility which accounted for approximately 2% of the Comp
press release and communication of information to our finance department regarding the resignation of an executive was not timely, which re
n understated. The insufficient controls resulted in the restatement of the Company’s consolidated financial statements for quarters ended Se
 e Company, increasing the risk of a financial statement misstatement. As a result of the items described above, we and our independent reg
g this material weakness.
any's internal control over financial reporting to be ineffective at December 31, 2004.
y Combination and for which the Company properly determined goodwill to be impaired in the fourth quarter of 2004. The excess allocation
matters. 
 Management has undertaken the following actions to address the identified material weakness: 
 
• New staff has been added a
e to conclude that the Company’s internal controls over financial reporting were effective as of December 31, 2004.
nual consolidated financial statements to correct previously reported depreciation expense and to the restatement of previously reported interim financial i
to report, in accordance with the Sarbanes-Oxley Act, a material weakness in its internal controls at one of its subsidiaries, and it believes th
necessary to restate the previously issued financial statements for the periods 2000 through 2004 to correct for certain errors in such financia
of the improved procedures in the second half of 2004, material inventory adjustments were identified and recorded during the 3rd and 4th q
ore, the Company's independent auditors, Deloitte & Touche, will issue an adverse opinion with respect to the Company's internal controls o

 ur financial statements....
Note 2 to the consolidated financial statements for a full discussion of the effects of these changes on the consolidated balance sheet as of D
 res, accounts payable and cashdisbursements at the Canyon Ranch Resort Properties, management believes thatcertain ineffective controls
he conditions of a non-compensatory right. As a result of these ineffective controls, the Company incorrectly accounted for certain previously
 terial misstatement to the Company’s income tax provision and related deferred tax asset and tax contingency reserve accounts in the annu

the design or operation of internal control that could adversely affect an entity’s ability to record, process, summarize, and report financial dat
 this change, the testing and documentation of the internal control structure at First Citizens Bank could not be fully completed by December
was provided in its lease agreement for its corporateheadquarters. Fuel Tech had recorded rent expense in accordance with therequired ren
                                                                           

 ry shipping and recognition of revenue in the proper accounting period. • Control procedures over receiving transactions and the recording o

ne item in the draft reflected the Company's percentage increase in aggregate net asset value rather than in net asset value per share. Au



statements...
rinciples and rules, and inadequate review and approval procedures to prepare external financial statements in accordance with U.S. Generally Accepted
s accounting department interacts                 with to provide information necessary to produce timely and                accurate financial s
ot effective as of December 31, 2004 and believes that its independent registered public accounting firm will issue an adverse opinion...
 rather than recognition of additional goodwill. The second correction related to the reversal of $13.8 million of a restructuring reserve associa

quisitions. This material weakness resulted in adjustments to several financial statement accounts for the quarter ended September 30, 200
 the problem areas, it will be the Audit Committee that provides an independent review, on behalf of all shareholders, as to the adequacy of those plans. D
of the acquired entity acted in accordance with the Company's Code of Conduct, (ii) insufficient policies and procedures regarding the follow-
mber 2004, and pursuant to which our products were shipped and billed to such customer and all of our installation commitments were comp
ut authorization or review by other members of the financial organization. After identifying this weakness, we introduced new procedures in th
 e Company’s income tax accounting practices ...
ble, and (2) RamtronInternational Corporation policies and procedures did not provide foradequate controls over the approval of cash disburs
    documentation discussed in the FFIEC's July 2001 policy statement and SAB No. 102, which include trends in loan categories, such as
 2004. As a result, we have concluded that the controls over the recording and analysis of revenue transactions with unusual terms, were not
ng was not effective based on the criteria set forth by the COSO of the Treadway Commission in Internal Control-Integrated Framework.
  the Company’s internal control over financial reporting and may reach different conclusions. The Company has begun the remedial process
                                      2
stock-based compensation expense. 
. We identified the following insufficient controls, which relate to certain areas of our financial statem

edures to ensure our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, managem
with management of the Company thereafter reviewing and revising the financial statements and related notes.
 10-K, and Central expects its auditors to issue an adverse opinion on the effectiveness of the Company's internal controls because of these
 ments that would not be prevented or detected. Accordingly, management determined that this control deficiency constitutes a material weak
 material weaknesses may be identified as a result of further investigation of the circumstances surrounding the expected restatement arisin
 es that gave rise to the restatements of depreciation expense and the Company’s accounting for certain telephone system sales represent m

 ancial reporting, as defined under standards established by the Public Company Accounting Oversight Board.

 sonnel with technical accounting expertise as well as increase professional development for finance and accounting personnel.
ng error. Restatements amounted to an increase in net income of $1.1 million for the quarter ended June 30, 2004 and a decrease in net inc
ns to the Company’s pension and post-retirement medical benefit trusts in the Consolidated Statements of Cash Flows.
 s each represent material weaknesses in the Company's internal control over financial reporting as of December 31, 2004. Further discussion of these ma
ncluded elsewhere in this report identify one material weakness related to the documentation of an interest rate swap as a hedge.
 of America. 
 Management has determined that this control deficiency constituted a material weakness in the Company’s internal control o
 ional liability insurance, and (iv) the adequacy of general controls relating to an information technology system. 


 accountingresources to realign and cross-train current finance and accounting personnel.This has led to a dependence on our Chief Financi
 005 the Company announced that it was restating its financial statements covering the years 1999 through 2003. During the Company’s prep
 rt on Form 10-K/ A, and for the first thirty-nine weeks of 2004, which will be reflected in Quarterly Reports on Form 10-Q/ A for the relevant p

 has restated the 2003 and 2002 financial statements to reflect this accounting. Prior to the the fourth quarter of 2004, our technical review o
hnical accounting areas originally went undetected due to insufficient technical in-house expertise necessary to provide sufficiently rigorous re
e Public Company Accounting Oversight Board's Auditing Standard No. 2, An Audit of Internal Control Over Financial Reporting Performed in
(“GAAP”), and particularly those set forth in EITF No. 99-19 and No. 01-14, required presentation on a gross basis. In view of this error in the
nsequence, we restated our audited 2002 and 2003 financial statements to reflect the increase in the obligation and compensation expense.
pany’s internal controls regarding revenue recognition and the financial statement close process and stating that, as a result, the independen

 th respect to following of control procedures regarding the Statement of Cash Flows.
 h respect to its ability to properly and timely record andaccount for these transactions. Although considering at the time only the threetransac
ess” in our internal controls under standards established by the Public Company Accounting Oversight Board. Accounting for deferred tax as
 nnual or interim financial statements will not be prevented or detected) and, as a result thereof, reevaluated its disclosure controls and proce

  accounting principles, inadequate retention of documentation of the financial stability of our resellers and an inadequate control structure an
Oversight Board. These “ material weaknesses” relate to cash and cash disbursements and accounts payable cycles, inventory and revenue
assistance of third-party professionals.
 e is a material weakness in our controls surrounding the supervisory review of the impairment analysis, particularly with respect to a systema
y’s system of internal controls. 
 The Company does not have an audit committee. The absence of that important oversight constitutes a ma
 accounts to ensure compliance with Generally Accepted Accounting Principles (“GAAP”). Due to the existing internal tax staff’s inexperience
material weaknesses in the Company’s internal control structure for the year ended December 25, 2004.
 and procedures were not effective as of the end of 2004, which could result in a material misstatement in our annual or interim financial state
 s necessary, with respectto loan and wire transfer approvals. Management's assessment of internalcontrols over financial reporting h
 : a lack of dedicated personnel with expertise in        income tax accounting matters, insufficient formalized policies and      procedures, in
 urnal entries, (iii) adequate review of and support for revenue accruals in the Company’s core benefits reporting unit and (iv) a lack of operat
 ounting Oversight Board, such a restatement of previously issued financial statements is a strong indicator of the existence of a “ material we
 lic accountants in the Company’s Form 10-K for the period ended December 31, 2004 will contain an adverse opinion with respect to the effe
 derstated in prior periods. Accordingly, the Company has restated its previously issued financial statements to reflect the correction of the er
 as not effective based on the criteria set forth by the COSO of the Treadway Commission in Internal Control—Integrated Framework...
 al weakness existed in our accounting for book overdrafts related to the right of offset of certain cash accounts, which resulted in a year-end audit adjustm
. The deficiency is considered to be a material weakness as defined under standards established by the American Institute of Certified Public
 Additionally, this control deficiency could result in a misstatement of property and equipment, deferred rent liability, rent expense and deprec

 accounting. Our Audit Committee initiated an investigation and also engaged outside legal counsel to assist in the investigation. The investigation was con
s, and (iii) inadequate segregation of duties.With respect to recording purchases, expenditures, accounts payable and cashdisbursements at
 cember 31, 2004...
of duties and the ability to ensureconsistently complete and accurate financial reporting, as well as disclosurecontrols and procedures.
eview of tax accounting.
 lated tax accounts, and insufficient dedicationof resources to the preparation, supervision and review of tax accounting. Thedeficiencies re
 iods.        The principal material weakness identified by our auditors was that our controllership function did not have an adequate formal pro
 uct lines and order management in Europe ...
 rization, invoice pricing and collections. 
• Lack of effective controls over our receivables credit memo review and approval process to mon
  garding certain operating lease accounting issues and their application under GAAP. As a result of its review, like many other retail and resta
nt. Management has determined that this failure to comply with such routine account reconciliation procedures was a deficiency in our interna
 ” The Company’s material weaknesses have been disclosed in the Company’s Form 10-K for the year ended December 31, 2004. • A mate
as concluded that, as of December 31, 2004, we did not maintain effective internal control over financial reporting due to the material weakne
 ment expenses and the related case reserves at December 31, 2004...
mber 31, 2004, our internal control over financial reporting was not effective based on the criteria set forth by the COSO of the Treadway Com
 uent to its February 15, 2005 press release, upon further research and investigation by the Company, and after review by the Company’s ind

hese material weaknesses, management will be unable to conclude that the Company maintained effective internal control over financial repo
 ingdom (“UK”). Specifically, the primary operating cash account for the UK was not appropriately reconciled and reconciling items were not t
d been accounting for leases needed to be corrected (see also Note 2 to the Consolidated Financial Statements). Prior to the Company's re
 ocedures. 2) We also recorded a number of adjustments to our financial statements during the course of the audit, at least one of which w
ancial reporting as of November 30, 2004, based on the criteria in Internal Control - Integrated Framework issued by the COSO.
ures that companies should follow in deciding whether an allowance is necessary. E&Y identified the following errors as the basis for its conc

 other material weaknesses.
 , the Company did not maintain effective controls over approval of general ledger journal entries... These control deficiencies in the aggregat
- concentration of duties among few accounting staff members;       - inadequate security within software applications. The Company is working on a remedi
h U.S. generally accepted accounting principles. This error in accounting resulted in the restatement of the Company’s consolidated financia

n locations. The ERP system interacts with most of the Company’s major processes including manufacturing, payables, receivables and inve

 , at December 31, 2004 have the necessary controls over financial reporting in place to properly identify the lack of documentation, which is
ding the electronic translation of data provided to the Company by its ceding companies, to the Company’s Reinsurance Administration Actua
al transactions applicable to equityissuances and business combinations, and (ii) that this deficiency constituted amaterial weakness in intern
 ervice department. During 2004, we correctly provided our customers with these incentives and correctly paid the retailers, but we did not pro
 al or interim financial statements.
disclosed in our prior quarterly and annual regulatory and financial filings with the Securities and Exchange Commission and our annual repo
ctivity, as well as deficiencies relating to some aspects of our Venezuelan subsidiary’s financial reporting, particularly with respect to adjustm
 to improve our internal controls and have hired several individuals who have accounting experience, have accounting degrees and/or are ce
ded that this failure constituted a material weaknessin internal control.Statement No. 106 requires the Company to estimate the total cost of

ol deficiency that led to the     errors in the historical classification of cost of service revenues     is deemed to constitute a "materia
counting period, and we do not believe they had any material impact on previously reported financial information. The second material weakn



pany’s financial statement footnotes. These errors were corrected prior to issuance of the Company’s 2004 consolidated financial statements
 aknesses as of December 31, 2004:(1) The Company did not maintain effective controls over the accounting for income taxes, including
of debt, (ii) recording of embedded derivatives and (iii) recording of beneficial conversion features. This control deficiency resulted in audit ad



                    F
ax deferred assets. 
rom its inception until September 30, 2003, management recorded a full valuation allowance with respect to all of its de
• The Company does not have sufficient policies and procedures related to the preparation of accounting records and the financial close, consolidation an
ulation of the income tax provision, (ii) the proper recording of deferred tax assets and related valuation allowances, (iii) the monitoring of its
ght and review of the accounting for purchase price variances on certain purchased materials ... 
 Based on the aforementioned material weaknesses, m
at EquityLifestyle Properties' procedures and controls over the interpretation andimplementation of generally accepted accounting principles

ancial accounting and reporting responsibilities at certain divisions to have incompatible access to financial applications and data related to t
ith respect to certain types of leases and related long-lived assets would be material to our financial statements for the two months ended De
ments.Management has determined that this control deficiency constituted a material weakness in the Company's internal control over financ
 at will address the inadequacies of the current system.         Management believes that the identification, planning and         implementat
                                                                                   

ain policies and procedures sufficient to ensure the accurate reporting of cash... ... Accordingly, management concluded that the Company d
sidered to be material. Accordingly our Chief Executive Officer and our Chief Financial Officer have concluded that the Company has a Mate
illing controls for non-electronic data interchange orders; (4) the Company's inventory valuation procedures; and (5) the Company's reserve for shelf stock
overestimated capitalized overhead and ending inventory cost and, therefore, inventory value. Based on this information, we restated our fina
 red disclosures. 
 • We have inadequate controls within our accounting and financial information systems over user access, segregation of duties and mo
 ess and obsolete inventory reserves...
 ...Because of these material weaknesses, management has concluded that the Company did not maintain effecti
g, and we lacked appropriate processes to compensate for the lack of certain system controls.Material weakness related to inadequate or in
aff, it did not result in any material misstatements of our financial statements as of year-end.
 s were effective at the reasonable assurance level.In connection with the audit of our 2004 financial statements, management, together with
       
                                                                                                               

 ss:
• complete an annual review of the lease terms to verify appropriate number of "reasonably assured" renewals; 
• enhance systematic

 ting Oversight Board’s Auditing Standard No. 2, “An Audit of Internal Control Over Financial Reporting Performed in Conjunction With an Au
and did not affect prior periods.

  ation of equity in earnings, capitalization of interest and other costs, sales of joint venture interests, promotion funds, and the income statem
 l weakness. Management             identified certain control procedures that were not sufficiently          documented relating to a) information te
2002 and 2003 did not reflect the impact of an arrangement to reimburse the former Chief Executive Officer for certain expenses and additio
o ensure that all reconciliations and reviews related to the Statement of Cash Flows are completed timely.
opposed to non-rental equipment depreciation expense in accordance with accounting principles generally accepted in the United States; and
 ve Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of Decem
 ectors on March 25, 2005.
of management.         2) The lack of documentation evidencing the performance or review of          monthly, quarterly, and annual financia

 concluded that theerror was a result of a material weakness in our internal control over financialreporting as it relates to the application of sa
 Interest Income and Impairment on Purchased and retained Beneficial Interest in Securitized Financial Assets in accounting for the variable
 ration of internal control and resulted in a material misstatement of employee bonuses ... Management and financial closing and reporting personnel had n


 . 2 ) in our internal controls. The material weaknesses identified related to: (1) inadequate preparation and insufficient review and analysis of
d income tax balance sheet accounts. Further, the effect of the material weakness had no impact on the Company’s revenue, cash flow or p
s than remote likelihood that a material misstatement in those financial statements would not be prevented or detected within a timely period
 icensing contracts with multiple elements, and processes and procedures related to the determination and review of the quarterly and annua
d in significant adjustments to the financial statements before issuance. In order to remediate these internal control deficiencies, the Compan
 ve adequate review by accounting personnel with sufficient technical accounting expertise.
 processes: • Billing and revenue recognition. • Contractual compliance. • Change management controls over the IT environment, specifically with regard t
m or annual financial statements could have been materially misstated, and accordingly, such deficiency was considered a material weakness
 .    (2) There were deficiencies identified in the following areas of the        Company's information technology function which, when cons
ny’s accounting staff. The errors were subsequently discovered by management in the process of performing their year-end reporting and dis
material weakness in internal control structure.
 ting entries that were identified during               the audit process, and the incursion of extra audit fees           to perform the add

 l audit procedures at our South African subsidiaries and determined that key account reconciliations were not being performed in accounts r
assessment of internal control over financial reporting nor our auditor’s report on management’s assessment in this 10-K Report. We will file
 l officer. Based upon that evaluation, our company’s management has concluded that there was a material weakness in our company’s discl

 accounting consideration and recording. Among the issues identified or addressed late in the audit process were accounting for stock option
unt; and (c), certain procedures carried out by external consultants were not adequately tested and reviewed. Taken together, these deficienc
31, 2004, included in this annual report on Form 10-K.
 We believe that this material weakness has existed from the Company'sinception, although it was only brought to light in connection with the
 aterial weakness” is a reportable condition in which the design or operation of one or more of the specific control components has a defect o
  associated reduction in net sales are reflected in our accompanying consolidated financial statements. Reserves for distributor price adjustm
 nting personnel, and Company accounting policies communicated to Zomax Ireland were not followed. The Zomax Ireland operation represe
ect due to deficient controls over the application of generally accepted accounting principles related to lease accounting ...   ...In light of its determination
 er these items in our regular closing process is the result of a significant deficiency that constitutes a material weakness in the design or ope

Deferred tax liabilities exceeded deferred tax assets by $60,000 during the fiscal year ended January 3, 2004. The effect of the change will
 maintain documentation supporting certain inventory reserves and did not analyze, reconcile and adjust certain accounts in our consolidation
 ated to a lack of timely review of significant calculations, methodology and assumptions in our internal film library valuation and related impairment analys
ered in the aggregate along with the significance and number of all other deficiencies, including the material weaknesses disclosed in this rep

ance and related to deferred tax assets to ensure accuracy and completeness. This control deficiency resulted in the restatement of our fina
equity to temporary equity. As of October 31, 2004 we recorded temporary equity of $528,000 related to certain shares of common stock issu
04, constituted, in Deloitte’s judgment, a material weakness in our internal controls. / For the period ended September 30, 2004, we conclude
e quarter ended June 28, 2003, were understated by $500,000. An accrual had not been made for the remaining lease obligation for a closed
 e and impairment losses had been understated and rent expense was overstated and that previously issued financial statements should be

 . The other material weakness related to the restatement of the third quarter 2004 financial statements to correct an error in recording th
ancial statements as of and for the year ended January 3, 2005. In addition, the Company lacked sufficient personnel resources with adequa
at are recorded in the inventory perpetual records since 1) the perpetual records are the source for recording inventory values in the Compan
  weakness in the Company's controls over the selection, implementation and review of its lease accounting policies. As a result, the Audit Co
 t has an internal control deficiency that constitutes a “material weakness,” as defined by the Public Company Accounting Oversight Board’s Auditing Stand
or the years ended December 31, 2003 and 2002 to reflect the inclusion of the policy riders. In determining whether this control deficiency con
 red tax asset in our financialstatements for the year ended December 31, 2004 which is considered a materialweakness surrounding the
ed. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2004 financ
d complexity surrounding ourfinancing arrangements are major contributors to the need for additionalresources in financial reporting.       Th
adjustments to our fourth quarter 2004 (unaudited) consolidated financial statements. Accordingly, we concluded that this control deficiency c
 y Reports on Form 10-Q during 2004 and press release issued on February 16, 2005, should no longer be relied upon. ... In addition, during 2004 we corre
nd implementation of our new accounting system; inadequate quarterly and year end financial statement close and review processes; controls for both dete
 date of our possession or delivery of the underlying asset under the provisions of FTB 85-3 and iii) to reflect certain previously unrecorded an
 ial reporting was not effective as of December 31, 2004.
 annual financial statements. The impact of the restatement on the previously issued financial statements is described in Note B to the financial statements
 ons. Deloitte advised Crown and its Audit Committee that it will issue a material weakness letter with respect to such.



elated to our lease accounting, we have concluded that, as of January 30, 2005, our internal control over financial reporting was not effective based on the
established lease accounting and leasehold depreciation practices were not appropriate and determined to restate certain of its previously iss
  over financial reporting and concluded that the control deficiency that resulted in the aforementioned incorrect lease accounting represented a material w


December 31, 2004, the Company’s internal control over financial reporting was not effective.
 nting principles. Specifically, because of thedeficiency in the Company's controls over the selection and application of itslease accounting po

 nd monitoring of appropriate practices used in accounting for leases and tenant allowances. Based solely on this change in lease accounting
ment has concluded that a material weakness existed in the Company’s internal control over financial reporting as a result of its lease accounting practices
 on in the Form 10-Qs filed for those quarters. The determination was made as a result of errors discovered when reconciling offsite finished
 ial statements required restatement as a result of the lease accounting error described above, a material weakness existed in the effectivene
  ously issued financial statements should be restated.

 of control deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financia
 r the recording of stock options. The above represent deficiencies or weaknesses in the effectiveness of our internal controls that resulted in
Company's internal control over financial reporting ...   At this time, the Company expects, due solely to the restatement related to the Company's account


 uncements as relates to the Company’s financial statements and underlying disclosures.
 pany was aware of its staffing needs and took steps to address its understaffed Finance and Accounting team. To correct this material weakn
                                                                                        O
                                                                                        

 cial reporting as a result of non-compliance by certain employees, as described below. 
 n March 16, 2005, members of our management a

n individual large projects was accurate, due to this spreadsheet error, the accumulation of revenue for small projects was incorrect. This erro
osses and adjustments to deferred taxes...      “As a result of the material weaknesses discussed above, our management’s report on internal control over f
mpany Accounting Oversight Board. See “Item 9A – Controls and Procedures”. Our independent registered public accounting firm informed o
counting personnel at these entities.
ntification and treatment of relevant workers' compensation reserves and minority interest reserves and the treatment of stock based co

404 of the Sarbanes-Oxley Act. The Company will take remediation steps and monitor the effectiveness of these new procedures and controls.
aining to revenue and accounts receivable cutoff procedures dating back to the time of the merger of Audio Communications Network and M
rections. In addition, for loans acquired at a discount in the future we will apply the accounting method described in the AICPA’s Statement of
against deductible temporary differences forother indefinite-lived intangible assets or tax-deductible goodwill whenscheduling reversals of tem
tements in property and equipment, deferred rent liabilities, rent expense, depreciation expense, cost of goods sold and inventory, which resulted in restat



cial reporting as of January 1, 2005. As a result of this determination, the Company’s management, including the CEO and CFO, concluded

Internal Control over Financial Reporting in its 2004 Form 10-K that the Company’s internal control over financial reporting was not effective as of January
 in more than a remote likelihood that a material misstatement of the Company’s annual or interim consolidated financial statements would not be prevent
opriately classified as long-term. As requiredby EITF 95-22, "Balance Sheet Classification of Borrowings Outstanding underRevolving Credit

pany’s fiscal 2004 Annual Report on Form 10-K and in the Company’s Quarterly Reports on Form 10-Q filed during fiscal 2004 should be res
eding paragraph, management has concluded that, as of January 31, 2005, the Company’s internal control over financial reporting was not effective based
mework. In performing this assessment, management concluded that the Company’s controls over the selection, monitoring and review of assumptions an


er 31, 2003 and 2002 and for each of the three years ended December 31, 2003 in a Form 10-K/A and for each period ending March 31, 200
 previously identified problems relating to accounting for FASB91 costs deferrals, the Registrant's interim financial statements the firstthree q
 Reporting Performed in Conjunction With an Audit of Financial Statements, restatement of financial statements in prior filings with the SEC is a strong ind


 quarter, prior to issuance of the Company’s 2004 financial statements, which reduced the Company’s 2004 fiscal fourth quarter revenue and net income.

at, as of December 25, 2004, due solely to the material weakness related to the accounting for leases and leasehold improvements, the Company's intern
lt, this process was begun later thanappropriate and certain remediation efforts were not completed or tested untilafter December 31, 2004.
om theCompany's internal control policies. To address the results of the investigation and the determinationof a material weakness in our in
aight-line rent expense and amortized lease incentives over the term of the lease, which generally coincides with the store opening date, instead of the tim
LLP (Grant Thornton), sufficient time to perform their audit of management's assessment and their audit of effectiveness of the company's internal control.
g in an overstatement of accumulated depreciation, (2) in some cases work-in-progress accounts were not placed in service in a timely man
         ·
         

ectively.
    Evidence of Management Review and Monitoring Controls — In several instances, management’s design of controls did not re
 16, 2005 the Company identified misstatements in its 2004 consolidated financial statements and has restated those consolidated financial
al weakness in the Company’s internal controls in connection with the approval and consideration by appropriate personnel of all terms and conditions of t
ssment and believe that the reportable conditions and material weaknesses identified above result from, among other things: (1) inadequate
d procedures to specifically track every gift certificate sold and redeemed in order to recognize any potential expenses in the appropriate per
l statements for the fourth quarter of fiscal 2005. The material weakness was considered in determining the nature, timing, and extent of aud
ection and monitoring of appropriate assumptions and factors affecting lease accounting practic