CNM LLP

Sarbanes-Oxley Consulting

The Sarbanes-Oxley Act of 2002 (SOX) requires CEO's and CFO's to certify that their Company's filings with the SEC fully comply with the requirements of GAAP and SEC regulations and the information contained in the filings fairly presents, in all material respects, the Company's financial condition and results of operations.

The most significant compliance efforts are generally focused on the provisions of Section 404 of the Sarbanes-Oxley of 2002. Section 404 requires management and the external auditor to issue a report in the Company's Form 10-K on the effectiveness of the internal control structure.

CNM has assisted companies in complying with the provisions of Section 404 of the SOA since October 2003. Our breadth of experience ranges from Fortune 500 companies to middle market companies. We have successfully guided these companies through the initial implementation of Section 404 as well as the continuing compliance efforts required subsequent to implementation. Our project experience includes all relevant phases of Section 404, including the following:

• Risk Assessment Preparation
• Entity Level Controls
• Fraud Assessment
• Completion of Planning Scope
• Documentation of Process Information Flows, including the relevant financial statement assertions, risk, and controls
• Completion of process testing on behalf of management
• Aggregation and Assessment of Operating and Design Deficiencies
• Reporting of Project Progress and Results to the Audit Committee, Management, and External Auditors

Internal Audit Services

With the pace of change in today's business climate, unprecedented regulatory pressures and market expectations, many organizations are continually facing increased challenges in striving to improve the efficiency and effectiveness of their internal audit functions. An increasing number of these organizations are finding difficulties in recruiting, developing and retaining the right specialized skills necessary for a high-performance, cost-effective internal audit function.

Many organizations are recognizing the benefits of having a strategic partner that can assist an existing internal audit function or one that can provide a fully outsourced solution.

Depending on your specific internal audit needs, CNM can customize solutions and match our resources to complement your existing internal audit function. The spectrum of our value-added services range from providing staffing support to your internal audit team (co-sourcing) to performing the entire internal audit function (full outsourcing).

We will work with you to agree on a flexible and cost-effective service which provides the most effective way to achieve your organization's objectives. We will help you identify internal audit areas that represent key operational, compliance and strategic risk areas to your organization.

Internal Audit Co-sourcing - Under a co-sourcing arrangement, your internal audit department would work together with us. We can provide specialized skills and also augment short-term staffing shortages on ad-hoc reviews and projects.

Internal Audit Full Outsourcing - We can assist your organization in developing an internal audit approach, which is focused on high risk areas, rather than the traditional compliance approach. Often times an organization retains a high-level resource such as a lead internal auditor who is responsible for the organization's internal audit process and communications with the Audit Committee. We assist by conducting all the agreed-upon internal audit reviews throughout the year.