SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Peerless Capital Corp – IPO: ‘S-1’ on 10/9/08 – EX-99.1

On:  Thursday, 10/9/08, at 2:49pm ET   ·   Accession #:  1116502-8-1650   ·   File #:  333-153920

Previous ‘S-1’:  None   ·   Next & Latest:  ‘S-1/A’ on 10/31/08

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/09/08  Peerless Capital Corp             S-1                    6:462K                                   Issuer Section 16/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement                              HTML    305K 
 2: EX-3.1      Certificate of Incorporation                        HTML     28K 
 3: EX-3.4      Bylaws                                              HTML     49K 
 4: EX-5        Opinion Re: Lawyer and Associates                   HTML     12K 
 5: EX-23.1     Consent                                             HTML      6K 
 6: EX-99.1     Audit Committee Charter                             HTML     11K 

EXHIBIT 99.1

AUDIT COMMITTEE CHARTER

OF

PEERLESS CAPITAL CORPORATION.

(a Delaware Corporation)

Resolved that the charter and powers of the Audit Committee of the Board of Directors (the “Audit Committee”) shall be:

·

overseeing that management has maintained the reliability and integrity of the accounting policies and financial reporting disclosure practices of the Company;

·

Overseeing that management has established and maintained processes to assure that an adequate system of internal control is functioning within the Company; and

·

Overseeing that management has established and maintained processes to assure the compliance by the Company with all applicable laws, regulations and Company policy.

RESOLVED, that the Audit Committee shall have the following special powers and duties;

1.  Holding such regular meetings as may be necessary and such special meetings as may be called by the Chairman of the Audit Committee or at request of the independent accountants;

2.  Reviewing the performance of the independent accountants and making recommendation to the Board of Directors regarding the appointment or termination of the independent accountants;

3.  Conferring with the independent accountants concerning the scope of their examination of the books and records of the Company; reviewing and approving the Company’s internal audit charter, annual audit plans and budgets; directing the special attention of the Auditors to specific matters or areas deemed by the committee or the auditors to be of special significant; and authorizing the auditors to perform such supplement reviews or audits as the Committee may deem desirable;

4.  Reviewing with the management, the independent accountants significant risks and exposures, audit activities and significant audit findings;

5.  Reviewing the range and cost of audit and non-audit services performed by the independent accountants;

6.  Reviewing the Company’s audited annual financial statement and the independent accountants’ opinion rendered with respect to such financial statements, including reviewing the nature and extent of any significant changes in accounting principles of the application therein;

7.  Obtaining from the independent accountants their recommendations regarding internal controls and other matters relating to the accounting procedures and the books and records of the Company and reviewing the correction of controls deemed to be deficient;

8.  Providing an independent, direct communication between the Board of Directors and the independent accountants;

9.  Reviewing the programs and policies of the Company designed to ensure compliance with applicable laws and regulations and monitoring the results of these compliance efforts;

10. Reporting through its Chairman to the Board of Directors following the meetings of the Audit Committee;

11. Maintaining minutes or other records of meetings and activities of the Audit Committee;

12.  Reviewing the powers of the Committee annually and reporting and making recommendations to the Board of Directors on these responsibilities;

13.  Conducting or authorizing investigations into any matters within the Audit Committee’s scope of responsibilities. The Audit Committee shall be empowered to retain independent counsel, accountants, or others to assist it in the conduct of any investigation;

14.  Considering such other matters in relation to the financial affairs of the Company and its accountants and in relation to the external audit of the Company as the Audit Committee may, in its discretion, determine to be advisable.

CERTIFICATION AS TO THE AUDIT COMMITTEE CHARTER FOR THE COMPANY

I, the undersigned Chairman of the Audit Committee, do hereby certify the foregoing to be the Audit Committee Charter of the Company.

 /s/   JAMES CRANE                                                                

James Crane, Chairman