TTIL » Topics » Use of Proceeds

This excerpt taken from the TTIL 20-F filed Apr 11, 2006.

Use of Proceeds

Not applicable.

Item 15. CONTROLS AND PROCEDURES

In 2003, we established a Disclosure Controls Procedure Committee and adopted Disclosure Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2005. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to reasonably assure that information required to be included in our periodic reports to the Securities and Exchange Commission is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

In addition, there were no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16. RESERVED

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Meir Dvir, one of the members of our audit committee, qualifies as a financial expert and is independent under the applicable regulations.

Item 16B. CODE OF ETHICS

In February 2004, we adopted a Code of Ethics and Business Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions.

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For 2004 and 2005, our principal accountant, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, billed us aggregate amounts of approximately $118,500 and $144,700, respectively, for the audit of our annual financial statements, review of our quarterly financial results, consultations on various accounting issues and performance of local statutory audits.

Audit Related Fees

For 2005, our principal accountant billed us an aggregate amount of approximately $25,000 for services relating to the Section 404 of the Sarbanes-Oxley Act of 2002 compliance process we have begun. There were no such fees for 2004.

Tax Fees

For 2004 and 2005, our principal accountant billed us aggregate amounts of approximately $17,800 and $55,650, respectively, for services relating to tax compliance, tax advice and tax planning.

All Other Fees

Not applicable.

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Pre-approval Policies and Procedures

Our audit committee approves each audit and non-audit service to be performed by our independent accountant before the accountant is engaged.

Item 16D. EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

Item 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

Item 17. FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of this item.

Item 18. FINANCIAL STATEMENTS

The Financial Statements required by this item are found at the end of this annual report, beginning on page F-1.

Item 19. EXHIBITS

The exhibits list required by this Item is incorporated by reference to the Exhibit Index which appears before the first exhibit filed with this document.

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This excerpt taken from the TTIL 20-F filed May 24, 2005.

Use of Proceeds

 

Not applicable.

 

Item 15. CONTROLS AND PROCEDURES

 

In 2003, we established a Disclosure Controls Procedure Committee and adopted Disclosure Controls and Procedures.

 

We carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2004. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to reasonably assure that information required to be included in our periodic reports to the Securities and Exchange Commission is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

 

In addition, there were no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 16. RESERVED

 

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

 

Our board of directors has determined that Meir Dvir, one of the members of our audit committee, qualifies as a financial expert under the applicable regulations.

 

Item 16B. CODE OF ETHICS

 

In February 2004, we adopted a Code of Ethics and Business Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions.

 

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

For 2003 and 2004, our principal accountant, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, billed us aggregate amounts of approximately $120,000 and $118,500, respectively,

 

97


for the audit of our annual financial statements, review of our quarterly financial results, consultations on various accounting issues and performance of local statutory audits.

 

Audit Related Fees

 

Not applicable.

 

Tax Fees

 

For 2003 and 2004, our principal accountant billed us aggregate amounts of approximately $43,000 and $17,800, respectively, for services relating to tax compliance, tax advice and tax planning.

 

All Other Fees

 

Not applicable.

 

Pre-approval Policies and Procedures

 

Our audit committee approves each audit and non-audit service to be performed by our independent accountant before the accountant is engaged.

 

Item 16D. EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

 

Not applicable.

 

Item 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

Not applicable.

 

Item 17. FINANCIAL STATEMENTS

 

We have responded to Item 18 in lieu of this item.

 

Item 18. FINANCIAL STATEMENTS

 

The Financial Statements required by this item are found at the end of this annual report, beginning on page F-1.

 

Item 19. EXHIBITS

 

The exhibits list required by this Item is incorporated by reference to the Exhibit Index which appears before the first exhibit filed with this document.

 

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EXCERPTS ON THIS PAGE:

20-F
Apr 11, 2006
20-F
May 24, 2005
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