The CEO and CFO should meet regularly with key members of the disclosure committee to enable them to assess the committee's comfort with the proposed disclosures, and to review the committee's work in preparation for the quarterly certifications of the company's disclosure controls and procedures
You disclose that you maintain a system of disclosure controls and procedures "that is designed to provide reasonable assurance that information which is required to be disclosed is accumulated and communicated to management in a timely manner.
Given the identified "material weakness" in your controls over financial reporting, please tell us how your Chief Executive Officer and Chief Financial Officer concluded that your disclosure controls and procedures were effective as of December 31, 2007.
As most are already aware, under Sarbanes-Oxley, public company CEOs and CFOs are required (or will be required, in the case of internal controls) to certify that they are responsible for establishing and maintaining internal control over financial reporting and disclosure controls and procedures, and that they have designed such controls, or supervised their design, to achieve the respective objectives of the two sets of controls.
The certifying officers may have difficulty concluding in the acquirer's first post-closing SEC report that the company's disclosure controls and procedures are effective if a significant acquired business has not been integrated into those controls by the relevant period end.
3) have evaluated the effectiveness of the company's disclosure controls and procedures as of a date within 90 days before the filing date of the report, and
4) have presented in the report their conclusions about the effectiveness of the disclosure controls and procedures, based on the required evaluation as of that date.
Evaluated the effectiveness of the disclosure controls and procedures
within 90 days of the report; and