VCLK » Topics » ITEM 4. CONTROLS AND PROCEDURES

This excerpt taken from the VCLK 10-Q filed May 11, 2009.

ITEM 4. CONTROLS AND PROCEDURES

 

(a)                                 Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

 

(b)                                 Changes in Internal Control over Financial Reporting

 

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

 

PART II. OTHER INFORMATION AND SIGNATURES

 

This excerpt taken from the VCLK 10-Q filed Nov 10, 2008.
ITEM 4. CONTROLS AND PROCEDURES

 

(a)         Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

 

(b)         Changes in Internal Control over Financial Reporting

 

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

 

PART II. OTHER INFORMATION AND SIGNATURES

 

This excerpt taken from the VCLK 10-Q filed Aug 8, 2008.
ITEM 4. CONTROLS AND PROCEDURES

 

(a)         Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

 

(b)         Changes in Internal Control over Financial Reporting

 

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

 

PART II. OTHER INFORMATION AND SIGNATURES

 

This excerpt taken from the VCLK 10-Q filed May 9, 2008.
ITEM 4. CONTROLS AND PROCEDURES

 

(a)           Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

 

(b)           Changes in Internal Control over Financial Reporting

 

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION AND SIGNATURES

 

These excerpts taken from the VCLK 10-K filed Feb 29, 2008.

ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

        The Company maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

        In connection with the preparation of this annual report on Form 10-K as of December 31, 2007, an evaluation was performed under the supervision and with the participation of the Company's management, including the CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures are effective as of December 31, 2007 to ensure that the information required to be disclosed by it in reports or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

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. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that:

    (i)
    pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets,

    (ii)
    provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors, and

    (iii)
    provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement misstatements. Also, projections of any evaluation of internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of

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changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        The Company's management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on this evaluation, the Company's management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2007.

        Management excluded from the assessment of the Company's internal control over financial reporting as of December 31, 2007 certain elements of the internal control over financial reporting of MeziMedia because MeziMedia was acquired by the Company in a purchase business combination during 2007. Subsequent to the acquisition, certain elements of the acquired business' internal control over financial reporting and related processes were integrated into the Company's existing systems and internal control over financial reporting. Those controls that were not integrated have been excluded from management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. The excluded elements represent controls over accounts of approximately 2% of the Company's consolidated assets as of December 31, 2007 and 8% of its consolidated revenue for the year then ended.

        The effectiveness of the Company's internal control over financial reporting as of December 31, 2007 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in this annual report on Form 10-K.

Changes in Internal Control over Financial Reporting

        Additionally, the Company's Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to the Company's internal control over financial reporting during the three-month period ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

        As noted in note 3 to our consolidated financial statements, we acquired MeziMedia on July 30, 2007. During the three-month period ended December 30, 2007, we continued the process of incorporating our internal control over financial reporting into MeziMedia.



ITEM 9A.    CONTROLS AND PROCEDURES




Disclosure Controls and Procedures



        The Company maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the Company's reports under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives.



        In
connection with the preparation of this annual report on Form 10-K as of December 31, 2007, an evaluation was performed under the supervision and with the
participation of the Company's management, including the CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act). Based on this evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures are effective as of
December 31, 2007 to ensure that the information required to be disclosed by it in reports or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including the Company's CEO and CFO, as appropriate, to allow timely
decisions regarding required disclosure.



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. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal
control over financial reporting includes those policies and procedures that:





    (i)
    pertain
    to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets,


    (ii)
    provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally
    accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors, and


    (iii)
    provide
    reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of the Company's assets that could have a
    material effect on the consolidated financial statements.



        Because
of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement misstatements. Also, projections of any evaluation of
internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of



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changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



        The
Company's management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in
Internal Control-Integrated Framework.
Based on this evaluation, the Company's management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2007.




        Management
excluded from the assessment of the Company's internal control over financial reporting as of December 31, 2007 certain elements of the internal control over financial
reporting of MeziMedia because MeziMedia was acquired by the Company in a purchase business combination during 2007. Subsequent to the acquisition, certain elements of the acquired business' internal
control over financial reporting and related processes were integrated into the Company's existing systems and internal control over financial reporting. Those controls that were not integrated have
been excluded from management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. The excluded elements represent controls over
accounts of approximately 2% of the Company's consolidated assets as of December 31, 2007 and 8% of its consolidated revenue for the year then ended.



        The
effectiveness of the Company's internal control over financial reporting as of December 31, 2007 has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in their report which appears in this annual report on Form 10-K.



Changes in Internal Control over Financial Reporting



        Additionally, the Company's Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to the Company's internal control
over financial reporting during the three-month period ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over
financial reporting.



        As
noted in note 3 to our consolidated financial statements, we acquired MeziMedia on July 30, 2007. During the three-month period ended December 30, 2007, we
continued the process of incorporating our internal control over financial reporting into MeziMedia.




This excerpt taken from the VCLK 10-Q filed Aug 8, 2007.
ITEM 4. CONTROLS AND PROCEDURES

(a)           Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

(b)           Changes in Internal Control over Financial Reporting

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended June 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION AND SIGNATURES

This excerpt taken from the VCLK 10-Q filed May 8, 2007.
ITEM 4. CONTROLS AND PROCEDURES

(a)           Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

(b)           Changes in Internal Control over Financial Reporting

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION AND SIGNATURES

This excerpt taken from the VCLK 10-Q filed Nov 9, 2006.
ITEM 4. CONTROLS AND PROCEDURES

(a)          Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

(b)          Changes in Internal Control over Financial Reporting

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended September 30, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As part of our ongoing integration activities related to our acquisitions of Webclients and Fastclick, both wholly-owned subsidiaries acquired during 2005, we continued the process of incorporating our internal control over financial reporting into these acquired businesses during the three-month period ended September 30, 2006.

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PART II. OTHER INFORMATION AND SIGNATURES

This excerpt taken from the VCLK 10-Q filed Aug 9, 2006.
ITEM 4. CONTROLS AND PROCEDURES

(a)          Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

(b)          Changes in Internal Control over Financial Reporting

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended June 30, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As part of our ongoing integration activities related to our acquisitions of Webclients and Fastclick, both wholly-owned subsidiaries acquired during 2005, we continued the process of incorporating our internal control over financial reporting into these acquired businesses during the three-month period ended June 30, 2006.

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PART II. OTHER INFORMATION AND SIGNATURES

This excerpt taken from the VCLK 10-Q filed May 10, 2006.
ITEM 4. CONTROLS AND PROCEDURES

 

(a)          Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

 

(b)          Changes in Internal Control over Financial Reporting

 

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended March 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

As part of our ongoing integration activities related to our acquisitions of Webclients and Fastclick, both wholly-owned subsidiaries acquired during 2005, we continued the process of incorporating our internal control over financial reporting into these acquired businesses during the three-month period ended March 31, 2006.

 

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PART II. OTHER INFORMATION AND SIGNATURES

 

This excerpt taken from the VCLK 10-Q filed Apr 21, 2006.
ITEM 4.  CONTROLS AND PROCEDURES

 

(a)           Evaluation of Disclosure Controls and Procedures

 

As discussed in note 2 “Restatement of Previously Issued Financial Statements” to the condensed consolidated financial statements contained in Item 1 “Financial Statements” of this quarterly report on Form 10-Q/A, we restated our quarterly condensed consolidated financial statements to correct an error related to our provision for income taxes. In our annual report on Form 10-K for the year ended December 31, 2004, Company management had concluded that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2004 due to the identification of a material weakness in the operation of controls for evaluating and documenting the assessment of valuation allowances recorded against deferred tax assets (“the previously identified material weakness”). A material weakness is a control deficiency, or combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. In connection with the restatement discussed in note 2, management concluded that an additional material weakness existed as of December 31, 2004 and September 30, 2005 with respect to the evaluation and documentation of deferred tax assets (“the additional material weakness”).

 

In connection with the preparation of this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective because the additional material weakness existed as of September 30, 2005. Our Chief Executive Officer and Chief Financial Officer concluded, however, that the previously identified material weakness was remediated as of March 31, 2005 and, as described in our annual report on Form 10-K for the year ended December 31, 2005, the additional material weakness was remediated as of December 31, 2005.

 

(b)           Changes in Internal Control over Financial Reporting

 

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the quarter ended September 30, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION AND SIGNATURES

 

This excerpt taken from the VCLK 10-Q filed Apr 21, 2006.
ITEM 4. CONTROLS AND PROCEDURES

 

(a)                                  Evaluation of Disclosure Controls and Procedures

 

As discussed in note 2 “Restatement of Previously Issued Financial Statements” to the condensed consolidated financial statements contained in Item 1 “Financial Statements” of this quarterly report on Form 10-Q/A, we restated our quarterly condensed consolidated financial statements to correct an error related to our provision for income taxes. In our annual report on Form 10-K for the year ended December 31, 2004, Company management had concluded that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2004 due to the identification of a material weakness in the operation of controls for evaluating and documenting the assessment of valuation allowances recorded against deferred tax assets (“the previously identified material weakness”). A material weakness is a control deficiency, or combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. In connection with the restatement discussed in note 2, management concluded that an additional material weakness existed as of December 31, 2004 and March 31, 2005 with respect to the evaluation and documentation of deferred tax assets (“the additional material weakness”).

 

In connection with the preparation of this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective because the additional material weakness existed as of March 31, 2005. Our Chief Executive Officer and Chief Financial Officer concluded, however, that the previously identified material weakness was remediated as of March 31, 2005 and, as described in our annual report on Form 10-K for the year ended December 31, 2005, the additional material weakness was remediated as of December 31, 2005.

 

(b)                                 Changes in Internal Control over Financial Reporting

 

During the first quarter of 2005, we implemented the following controls and processes to remediate the previously identified material weakness described above:

 

(i)             re-evaluated the design effectiveness of our deferred tax processes and adjusted the calculation of our deferred tax balances,

 

(ii)             filled a newly-created Director of Taxation position to enhance our internal income tax expertise, and

 

(iii)          engaged an accounting firm (not affiliated with our former or current independent registered public accounting firms) to provide an additional review function with respect to the calculation of our provision for income taxes.

 

Other than as described above, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the three-month period ended March 31, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION AND SIGNATURES

 

This excerpt taken from the VCLK 10-Q filed Apr 21, 2006.
ITEM 4.  CONTROLS AND PROCEDURES

 

(a)                                  Evaluation of Disclosure Controls and Procedures

 

As discussed in note 2 “Restatement of Previously Issued Financial Statements” to the condensed consolidated financial statements contained in Item 1 “Financial Statements” of this quarterly report on Form 10-Q/A, we restated our quarterly condensed consolidated financial statements to correct an error related to our provision for income taxes. In our annual report on Form 10-K for the year ended December 31, 2004, Company management had concluded that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2004 due to the identification of a material weakness in the operation of controls for evaluating and documenting the assessment of valuation allowances recorded against deferred tax assets (“the previously identified material weakness”). A material weakness is a control deficiency, or combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. In connection with the restatement discussed in note 2, management concluded that an additional material weakness existed as of December 31, 2004 and June 30, 2005 with respect to the evaluation and documentation of deferred tax assets (“the additional material weakness”).

 

In connection with the preparation of this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective because the additional material weakness existed as of June 30, 2005. Our Chief Executive Officer and Chief Financial Officer concluded, however, that the previously identified material weakness was remediated as of March 31, 2005 and, as described in our annual report on Form 10-K for the year ended December 31, 2005, the additional material weakness was remediated as of December 31, 2005.

 

(b)                                 Changes in Internal Control over Financial Reporting

 

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION AND SIGNATURES

 

This excerpt taken from the VCLK 10-Q filed Nov 9, 2005.
ITEM 4.  CONTROLS AND PROCEDURES

 

(a)           Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

 

(b)           Changes in Internal Control over Financial Reporting

 

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

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PART II. OTHER INFORMATION AND SIGNATURES

 

This excerpt taken from the VCLK 10-Q filed Aug 9, 2005.
ITEM 4.  CONTROLS AND PROCEDURES

 

(a)           Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

 

(b)           Changes in Internal Control over Financial Reporting

 

Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION AND SIGNATURES

 

This excerpt taken from the VCLK 10-Q filed May 10, 2005.
ITEM 4. CONTROLS AND PROCEDURES

 

(a)           Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

 

(b)           Changes in Internal Control over Financial Reporting

 

We conducted a thorough review and evaluation of our internal control over financial reporting as of December 31, 2004 as part of the Company’s compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.  Based on the results of that review, we initiated revisions and enhancements to improve our internal control over financial reporting to remediate a material weakness that was determined to exist as of December 31, 2004 related to the application of Generally Accepted Accounting Principles to our accounting for income taxes.  The following measures were taken as of the completion of the Company's March 31, 2005 financial close and reporting process:

 

              We re-evaluated our income tax calculation methodologies and adjusted the calculation of our net deferred tax

               balances; and

 

              We filled a newly-created Director of Taxation position to enhance the Company’s internal income tax expertise.

 

Management believes that these measures were effective in remediating the material weakness identified as of December 31, 2004.  Other than these remediation measures, there have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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