OPWV » Topics » Item 4. Controls and Procedures

This excerpt taken from the OPWV 10-K filed Sep 15, 2008.

Item 9A.    Controls and Procedures.

(a) Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2008. In making this assessment, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based on our assessment, management believes that, as of June 30, 2008, the Company’s internal control over financial reporting is effective.

The Company’s independent registered public accounting firm, KPMG LLP, has audited the financial statements included in this Annual Report on Form 10-K, and has issued an audit report on the effectiveness of our internal control over financial reporting as of June 30, 2008. This report appears on page three of the consolidated financial statements.

(b) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, which is June 30, 2008 (the “Evaluation Date”). Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective.

(c) Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This excerpt taken from the OPWV 10-K filed Aug 29, 2007.

Item 9A.    Controls and Procedures.

(a) Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2007. In making this assessment, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based on our assessment, management believes that, as of June 30, 2007, the Company’s internal control over financial reporting is effective.

The Company’s independent registered public accounting firm, KPMG LLP, has audited the financial statements included in this annual report on Form 10-K, and has issued an audit report on management’s assessment of the Company’s internal control over financial reporting as of June 30, 2007. This report appears on page three of the consolidated financial statements.

(b) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, which is June 30, 2007 (the “Evaluation Date”). Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective.

 

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Index to Financial Statements

(c) Changes in Internal Control Over Financial Reporting

Our annual report on Form 10-K for the fiscal year ended June 30, 2006 disclosed a material weakness relating to accounting for income taxes. In order to remediate this material weakness, during the third and fourth quarter of fiscal 2007, we:

 

   

hired resources in the tax department with sufficient technical expertise in accounting for income taxes

 

   

and engaged an independent accounting firm to review the fiscal year 2007 income tax calculations

 

   

and added an additional internal layer of internal review of the fiscal year 2007 income tax calculations

 

   

evaluated the Company’s existing tax-related assets and liabilities with increased detail of verification.

As a result of these actions, management has concluded that we have remediated the material weakness related to income taxes as of June 30, 2007.

Our annual report on Form 10-K/A for the fiscal year ended June 30, 2006 disclosed a material weakness relating to the statement of cash flows and related disclosures. In order to remediate this material weakness, during the fourth quarter of fiscal 2007, we:

 

   

added a supplemental checklist related to the statement of cash flows which is completed by the preparer of the statement of cash flows and reviewed by management

 

   

and added the consideration of the impact, if any, that unusual transactions may have on the statement of cash flows in our quarterly review with the Disclosure Committee of the Company.

As a result of these actions, management has concluded that we have remediated the material weakness related to the statement of cash flows as of June 30, 2007.

Other than as described above, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

This excerpt taken from the OPWV 10-K filed May 11, 2007.

Item 9A.    Controls and Procedures.

(a) Management’s Report on Internal Control Over Financial Reporting (as Restated)

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2006. In making this assessment, management used the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management identified the following material weaknesses in our internal control over financial reporting as of June 30, 2006:

 

  i.   The Company had insufficient internal technical expertise and ineffective policies and procedures to ensure proper accounting for income taxes, including deferred income taxes. As a result, certain of the Company’s income tax balances contained errors which were, in the aggregate, material. These errors were corrected prior to the issuance of our 2006 consolidated financial statements.

 

  ii.   The Company did not have policies and procedures providing for a comprehensive analysis of the components of the statement of cash flows and related disclosures. As a result, cash flows from operations as presented in the statement of cash flows contained errors which were, in the aggregate, material to fiscal 2006, resulting in restatement of the Company’s 2006, 2005, and 2004 consolidated financial statements.

Because of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2006, based on criteria established in Internal Control -Integrated Framework issued by COSO.

Management previously had concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2006 because of the existence of the material weakness described in (i) above. In connection with the restatement of the Company’s consolidated financial statements described in Note 3 to the consolidated financial statements, management determined that the material weakness described in (ii) above also existed as of June 30, 2006. Accordingly, management has restated this report on internal control over financial reporting to include this additional material weakness.

 

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Openwave acquired Musiwave during fiscal 2006, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2006, Musiwave’s internal control over financial reporting associated with total assets and total revenue which represent 3% and 4% of Openwave’s consolidated total assets and consolidated total revenue, respectively, as of June 30, 2006 and for the year then ended.

Our independent registered public accounting firm, KPMG LLP, has issued an audit report on our assessment of our internal control over financial reporting (as restated).

(b) Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Subsequent to June 30, 2006, we have or are planning to take the following actions to address the material weaknesses described in (a) above:

(i) modify our internal control over financial reporting to require the completion of a comprehensive checklist to help ensure compliance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, SFAS No. 5, Accounting for Contingencies, and other relevant literature; and

(ii) modify our internal control over financial reporting to require a review of our quarterly and annual tax accounting by a professional accounting firm.

(iii) modify the design of our policies and procedures to ensure all items are identified and properly presented in the statement of cash flows.

(c) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, which is June 30, 2006 (the “Evaluation Date”). Based on such evaluation, our CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are not effective as a result of the material weaknesses in internal control over financial reporting discussed in (a) above.

As noted in Item 1, we are restating the consolidated balance sheet as of June 30, 2006 and 2005 and the related consolidated statements of operations, stockholders’ equity and comprehensive loss, and cash flows for each of the years in the three-year period ended June 30, 2006, and each of the quarters in the fiscal year 2005. In the Special Committee’s review of the Company’s historical stock option grants and practices, deficiencies in internal control over financial reporting with respect to our stock option grants were determined to exist in certain periods through at least June 30, 2004. However, in fiscal 2005, we changed our practices related to stock option grants and remediated such control deficiencies. Because no new errors in accounting for stock compensation originated subsequent to the aforementioned remediation and based on our evaluation of disclosure controls and procedures and assessment of internal control over financial reporting as of June 30, 2006, we concluded that there is not a material weakness in disclosure controls and procedures or of internal control over financial reporting related to accounting for stock compensation as of such date.

This excerpt taken from the OPWV 10-Q filed Dec 22, 2006.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are not effective as a result of the material weaknesses in internal control over financial reporting disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2006. Specifically, we had insufficient internal technical expertise and ineffective policies and procedures to ensure proper accounting for income taxes, including deferred income taxes. As a result of the aforementioned material weakness, certain of our income tax balances contained errors which were, in the aggregate, material. These errors were corrected prior to the filing of our fiscal year 2006 consolidated financial statements.

(b) Changes in Internal Control Over Financial Reporting

As disclosed in our 2006 Annual Report on Form 10-K, management identified a material weakness in our internal control over financial reporting as of June 30, 2006 related to our accounting for income taxes. Specifically, we had insufficient internal technical expertise and ineffective policies and procedures to ensure proper accounting for income taxes, including deferred income taxes. The following actions were taken during the quarter ended September 30, 2006 to begin remediation of the material weakness:

(i) we initiated a new procedural requirement of the completion of a comprehensive checklist to help ensure compliance with Statement of Financial Accounting Standards (“FAS”) No. 109, Accounting for Income Taxes, FAS No. 5, Accounting for Contingencies; and other relevant literature; and

(ii) modified our internal control over financial reporting to require a review of our quarterly and annual tax accounting by an independent accounting firm.

 

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PART II Other Information

This excerpt taken from the OPWV 10-K filed Dec 1, 2006.

Item 9A.    Controls and Procedures.

(a) Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2006. In making this assessment, management used the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management identified a material weakness in our internal control over financial reporting as of June 30, 2006 related to our accounting for income taxes. Specifically, we had insufficient internal technical expertise and ineffective policies and procedures to ensure proper accounting for income taxes, including deferred income taxes. As a result of the aforementioned material weakness, certain of our income tax balances contained errors which were, in the aggregate, material. These errors were corrected prior to the issuance of our 2006 consolidated financial statements.

Because of the material weakness described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2006, based on criteria established in Internal Control-Integrated Framework issued by COSO.

Openwave acquired Musiwave during 2006, management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2006, Musiwave’s internal control over financial

 

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reporting associated with total assets and total revenue which represents 3% and 4% of Openwave’s consolidated total assets and consolidated total revenue, respectively, as of June 30, 2006 and for the year then ended.

Our independent registered public accounting firm, KPMG LLP, has issued an audit report on our assessment of our internal control over financial reporting.

(b) Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Subsequent to June 30, 2006, we took the following actions to remediate the material weakness described in (a) above:

(i) modified our internal control over financial reporting to require the completion of a comprehensive checklist to help ensure compliance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, SFAS No. 5, Accounting for Contingencies, and other relevant literature; and

(ii) modified our internal control over financial reporting to require a review of our quarterly and annual tax accounting by an independent accounting firm.

(c) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, which is June 30, 2006 (the “Evaluation Date”). Based on such evaluation, our CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are not effective as a result of the material weaknesses in internal control over financial reporting discussed in (a) above.

As noted in Item 1, we are restating the consolidated balance sheet as of June 30, 2005 and the related consolidated statements of operations, stockholder’s equity and comprehensive loss, and cash flows for each of the years in the two-year period ended June 30, 2005, and each of the quarters in the fiscal year 2005. In the Special Committee’s review of the Company’s historical stock option grants and practices, deficiencies in internal control over financial reporting with respect to our stock option grants were determined to exist in certain periods through at least June 30, 2004. However, in fiscal 2005, we changed our practices related to stock option grants and remediated such control deficiencies. Because no new errors in accounting for stock compensation originated subsequent to the aforementioned remediation and based on our evaluation of disclosure controls and procedures and assessment of internal control over financial reporting as of June 30, 2006, we concluded that there is not a material weakness in disclosure controls and procedures or of internal control over financial reporting related to accounting for stock compensation as of such date.

This excerpt taken from the OPWV 10-Q filed May 10, 2006.

Item 4. Controls and Procedures

 

  (a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). We believe that there are always limitations on the effectiveness of any control system, no matter how well conceived and operated. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, however a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are being met. Based on the evaluation performed, the CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are: (1) effective to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure and; (2) effective, at the reasonable assurance level, in recording, processing, summarizing and reporting on a timely basis information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act.

 

  (b) Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting the internal controls of Musiwave which was acquired during the quarter. Musiwave represents 7% and 3% of Openwave’s consolidated revenues and consolidated total assets, respectively, for the quarter ended March 31, 2006. Management did not assess the effectiveness of internal control over financial reporting of Musiwave because of the timing of the acquisition.

 

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PART II Other Information

This excerpt taken from the OPWV 10-Q filed Feb 8, 2006.

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). We believe that there are always limitations on the effectiveness of any control system, no matter how well conceived and operated. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, however a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are being met. Based on the evaluation performed, the CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are: (1) effective to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure and; (2) effective, at the reasonable assurance level, in recording, processing, summarizing and reporting on a timely basis information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act.

 

(b) Internal Control Over Financial Reporting

 

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II Other Information

 

This excerpt taken from the OPWV 10-Q filed Nov 9, 2005.

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). We believe that there are always limitations on the effectiveness of any control system, no matter how well conceived and operated. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, however a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are being met. Based on the evaluation performed, the CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are: (1) effective to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure and; (2) effective, at the reasonable assurance level, in recording, processing, summarizing and reporting on a timely basis information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act.

 

(b) Internal Control Over Financial Reporting

 

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II Other Information

 

This excerpt taken from the OPWV 10-K filed Sep 12, 2005.

Item 9A.    Controls and Procedures.

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Our management, with the participation of our chief executive officer and our chief financial officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended).

 

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Our management assessed the effectiveness of our system of internal control over financial reporting as of June 30, 2005. In making this assessment, we used the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment and the criteria set forth by COSO, we believe that we maintained effective internal control over financial reporting as of, June 30, 2005. Our independent registered public accounting firm, KPMG LLP, have issued an audit report on our assessment of our internal control over financial reporting, which is included herein.

 

Changes in Internal Control Over Financial Reporting

 

We monitor and evaluate on an ongoing basis our internal control over financial reporting in order to improve its overall effectiveness. In the course of these evaluations, we modify and refine our internal processes and controls as conditions warrant. During the quarter ended June 30, 2005, we enhanced our internal controls and remediated and retested areas of internal control deficiencies as previously disclosed in our Quarterly Reports on Form 10-Q for the periods ended December 31, 2004 and March 31, 2005. During this past quarter we took action to address those issues which required improvement. None of the deficiencies, individually, was believed to be material.

 

This excerpt taken from the OPWV 10-Q filed May 9, 2005.

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). We believe that there are always limitations on the effectiveness of any control system, no matter how well conceived and operated. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, however a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are being met. Based on the evaluation performed, the CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are: (1) effective to ensure that information required to be disclosed in the reports that are filed with the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure and; (2) effective, at the reasonable assurance level, in recording, processing, summarizing and reporting on a timely basis information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act.

 

(b) Internal Control Over Financial Reporting

 

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As of March 31, 2005, we continue to advance towards the completion our documentation and testing requirements under Section 404 of the Sarbanes-Oxley Act of 2002. We have substantially completed our internal control design and documentation efforts and the majority of our internal testing and identification of remediation items, with the remainder anticipated to be completed by end of 2005 fiscal year-end close. We are in the process of remediating and retesting known areas of internal control deficiencies. As previously disclosed in our 10-Q for the period ending December 31, 2004, preliminary documentation and testing revealed certain deficiencies and during this past quarter we have taken action to address those issues which required improvement. Given the current stage of our internal control assessment, we can give no assurance that these efforts will be completed in a timely manner or on a successful basis.

 

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PART II Other Information

 

This excerpt taken from the OPWV 10-Q filed Feb 9, 2005.

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). We believe that there are always limitations on the effectiveness of any control system, no matter how well conceived and operated. Our disclosure controls and procedures are designed to provide reasonable assurances of achieving their objectives, however, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are being met. Based on the evaluation performed, the CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are: (1) effective to ensure that information required to be disclosed in the reports that are filed with the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure and; (2) effective, at the reasonable assurance level, in recording, processing, summarizing and reporting on a timely basis information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act.

 

(b) Internal Control Over Financial Reporting

 

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. We have prepared initial documentation of our controls over financial reporting and have recently commenced testing of these controls. In the course of these activities, preliminary documentation and tests have identified certain deficiencies and necessary improvements which we are addressing. None of the deficiencies, individually, is believed to be material. Areas requiring improvement include, but are not limited to, policies and procedures surrounding our product and services fulfillment processes, revenue recognition processes associated with the collection of license usage reports from our customers and contract management processes specific to our professional services engagements. These matters have been discussed with the Audit Committee and our independent auditors.

 

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PART II Other Information

 

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