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The CEO and CFO of an issuer are aware of significant deficiencies in the design or operation of internal controls which could adversely affect the

The CEO and CFO of an issuer are aware of significant deficiencies in the design or operation of internal controls which could adversely affect the issuers ability to record, process, summarize but have not identified any material weaknesses in internal controls. They must take all the following steps EXCEPT:

A.

Disclose the existence of the significant deficiencies to the external auditors

B.

Disclose the existence of the significant deficiencies to the audit committee

C.

Disclose the existence of the significant deficiencies in their report on the effectiveness of internal controls over financial reporting

D.

Certify that they have disclosed the significant deficiencies to the audit committee and the external auditors

Under Sox, if an issuer is required to prepare an accounting restatement due to the material noncompliance, as a result of misconduct, with any financial reporting requirement, the CEO and CFO of the issuer shall reimburse the issuer for:

A.

All fines and penalties incurred by the issuer due to the misstatement during the 12-month period following the issuance of the misstated statements

B.

Any bonus or other incentive-based or equity-based compensation received during the 12-month period following the issuance of the misstated statements

C.

All legal fees incurred by the issuer during the 12-month period following the issuance of the misstated statements to defend against lawsuits

D.

Their shares of legal judgments against the issuer due to the misstated statements during a five-year period following the issuance of the misstated statements

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