The audit committee provides open avenues of communication among the independent accountant and the board of directors. The audit committee must report the committee’s actions to the full board of directors and may make appropriate recommendations.
The audit committee has the power to conduct or authorize investigations into matters within the committee’s scope of responsibilities. The committee is authorized to retain independent counsel, accountants or others it needs to assist in an investigation and is entitled to receive all funds necessary for these purposes.
The committee will oversee the Company’s internal auditing processes. This allows them to appointment and replace the senior internal auditing executive, and advise the independent auditor and management of changes needed in the internal audit departments duties, budget, and staffing.
The committee will do whatever else the law, the company’s charter or bylaws or the board of directors require.
The committee will oversee that the Company and its subsidiary affiliates are within applicable legal requirements and within the Company’s code of Business Conduct and Ethics.

The audit committee shall consist of at least three board members, all of which must be able read and understand fundamental financial statements and one of who must be an “audit committee financial expert.” This title requires that the member have a certification and past employment experience in accounting or financing. The board of directors shall select only independent directors if the same are available. If there are not three independent directors then non-independent directors may serve on the audit committee. An independent director is one who receives no compensation whatsoever from the company other than compensation as a director and is free of any other relationship that could influence his or her judgment as a committee member.

The committee will meet at least quarterly each year, more frequently if circumstances make that preferable. The audit committee chairman has the power to call a committee meeting whenever he or she thinks there is a need. An audit committee member shall not vote on any matter in which he or she may not be independent for whatever reason. The committee may ask member of management or others to attend the meeting and is authorized to receive all pertinent information from management.

Although the Audit Committee has the powers and responsibilities mentioned in the charter, the committee may not plan or conduct audits or make a determination if the Company’s financial statements are complete and accurate according accounting principles and rules and regulations.

Jose Misrahi-Chairman Jose Misrahi has an extensive background in structured financing, financial negotiations, mergers and acquisitions, cash flow management and SEC reporting. From 1992 to 2002 Mr. Misrahi served as VP Finance for the Cisneros Group, a $3 billion Venezuelan media and communications multinational group. He is a CPA and former auditor with Deloitte & Touché. Mr. Misrahi now serves as the Chief Financial Officer of Facey Commodity Company Limited (Jamaica), a multi-national company operating in 29 countries.

Florian M. Schuhbauer-Member Florian Schuhbauer holds the German professional degree of Bankkaufmann, which is a Banker Certified by the Hannover Chamber of Industry and Commerce. Mr. Schuhbauer led the development of Deutsche Post’s international mail strategy in 2002. By 2004, he became the Global Head of Strategic Business Development and M&A and was also appointed CFO and Executive Vice President of DHL Global Mail. Currently, he is a partner in the General Capital Group, GmbH in Munich.

David Fineman-Member David Fineman is currently a senior partner of the law firm Fineman, Krekstein & Harris located in Philadelphia. He has been the representative to a numerous of governmental authorities and private clients dealing with government issues. He was nominated by the President of the United States as one of nine Governors of the U.S. Postal Service and served as Chairman of the Board of Governors.