This excerpt taken from the NAPS DEF 14A filed Jan 14, 2005.
The following report of the audit committee does not constitute soliciting material and should not be deemed filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or incorporated by reference in any document so filed.
To the Board of Directors
of Napster, Inc.
November 14, 2004
The Audit Committee has reviewed and discussed with the Companys management and its independent auditing firm, PricewaterhouseCoopers LLP (the Independent Registered Public Accounting Firm), the Companys audited financial statements for the year ended March 31, 2004, known as the Audited Financial Statements. In addition, we have discussed with the Independent Registered Public Accounting Firm the matters required by Codification of Statements of Auditing Standards No. 61;
The Audit Committee also has received and reviewed the written disclosures and the letter from the Independent Registered Public Accounting Firm required by Independence Standards Board Standard No. 1 and we have discussed with that firm its independence from the Company. We also have discussed with the Companys management and the Independent Registered Public Accounting Firm such other matters and received such assurances from them as we deemed appropriate; and
Management is responsible for the Companys internal controls and the financial reporting process. The Independent Registered Public Accounting Firm is responsible for performing an independent audit of the Companys financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committees responsibility is to monitor and oversee these processes.
Based on the foregoing review and discussions and a review of the report of the Independent Registered Public Accounting Firm with respect to the Audited Financial Statements, and relying thereon, the Audit Committee hereby recommends to the Companys Board the inclusion of the Audited Financial Statements in the Companys Annual Report on Form 10-K, as amended, for the fiscal year ended March 31, 2004.