EXHIBIT 99.2 POLICIES AND PROCEDURES ADOPTED BY THE AUDIT COMMITTEE
New Millennium Media International, Inc.
Audit Committee
Policies and Procedures
Pursuant to the Sarbanes-Oxley Act of 2002, the New Millennium Media
International, Inc. Audit Committee has adopted the following Policies and
Procedures.
1. The Audit Committee shall, in all respects, have the obligation to
adhere to and to compel compliance by New Millennium Media
International, Inc. (hereafter the "Company") to the Sarbanes-Oxley
Act of 2002.
2. The audit committee shall consist of no less than one and no more than
three members appointed by the Company board of directors for a term
of four years. Each member of the audit committee shall be a member of
the board of directors of the Company, and shall otherwise be
independent. "Independent" is defined as not receiving, other than for
service on the board, any consulting, advisory, or other compensatory
fee from the Company, and as not being an affiliated person of the
Company, or any subsidiary thereof.
3. At least 1 member of the audit committee shall be a "financial
expert."
4. The audit committee of shall be directly responsible for the
appointment, compensation, and oversight of the work of any registered
public accounting firm employed by the Company.
5. The audit committee shall establish procedures for the "receipt,
retention, and treatment of complaints" received by the Company
regarding accounting, internal controls, and auditing.
6. The audit committee shall have the authority to engage independent
counsel or other advisors, as it determines necessary to carry out its
duties. The Company shall provide appropriate funding to the audit
committee.
7. The audit committee shall compel the auditor's compliance with SEC
audit regulations and the committee is authorized to "recognize, as
'generally accepted'... any accounting principles" that are
established by a standard-setting body that meets the Sarbanes-Oxley
Act of 2002 criteria, which include requirements that the committee:
(1) be a private entity;
(2) be governed by a board of trustees (or equivalent body), the
majority of whom are not or have not been associated persons with a
public accounting firm for the past 2 years;
(3) be funded in a manner similar to the Board;
(4) have adopted procedures to ensure prompt consideration of changes
to accounting principles by a majority vote;
(5) consider, when adopting standards, the need to keep them current
and the extent to which international convergence of standards is
necessary or appropriate.
8. The Audit committee shall over see that the CEO and CFO of the Company
shall prepare a statement to accompany the audit report to certify the
"appropriateness of the financial statements and disclosures contained
in the periodic report, and that those financial statements and
disclosures fairly present, in all material respects, the operations
and financial condition of the Company."
9. It shall be the basic policy of the audit committee to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes
those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and
(3) Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial
statements.
10. The audit committee shall oversee and enforce prohibition by the
auditor from providing any non-audit service to an Company
contemporaneously with the audit, including: (1) bookkeeping or other
services related to the accounting records or financial statements of
the Company; (2) financial information systems design and
implementation; (3) appraisal or valuation services, fairness
opinions, or contribution-in-kind reports; (4) actuarial services; (5)
internal audit outsourcing services; (6) management functions or human
resources; (7) broker or dealer, investment adviser, or investment
banking services; (8) legal services and expert services unrelated to
the audit; (9) any other service that the Board of Directors
determines, by regulation, is impermissible. The Board of Directors
may, on a case-by-case basis, exempt from these prohibitions any
person, Company, public accounting firm, or transaction, subject to
review by the SEC.
11. It is recognized, however, that it is not unlawful for the auditor to
provide other non-audit services if they are pre-approved by the audit
committee in the following manner. The auditor may "engage in any
non-audit service, including tax services," that is not listed herein,
only if the activity is pre-approved by the audit committee of the
Company. The audit committee will disclose to investors in periodic
reports its decision to pre-approve non-audit services.
12. The pre-approval requirement mentioned above is waived with respect to
the provision of non-audit services for the Company so long as the
aggregate amount of all such non-audit services provided to the
Company constitutes less than 5 % of the total amount of revenues paid
by the Company to its auditor (calculated on the basis of revenues
paid by the Company during the fiscal year when the non-audit services
are performed), such services were not recognized by the Company at
the time of the engagement to be non-audit services; and such services
are promptly brought to the attention of the audit committee and
approved prior to completion of the audit.
13. The authority to pre-approve services can be delegated to 1 or more
members of the audit committee, but any decision by the delegate must
be presented to the full audit committee.
14. The lead audit or coordinating partner and the reviewing partner must
rotate off of the Company audit every 5 years.
15. The auditor must report to the audit committee all "critical
accounting policies and practices to be used...all alternative
treatments of financial information within [GAAP] that have been
discussed with management...ramifications of the use of such
alternative disclosures and treatments, and the treatment preferred"
by the auditor.
16. The audit committee shall comply with and cooperate with any state
regulators relating to any independent determination as to whether any
regulatory standards shall be applied to small and mid-size
non-registered accounting firms.
17. The audit committee shall oversee that each annual report of an
Company shall contain an "internal control report", which shall: (1)
state the responsibility of management for establishing and
maintaining an adequate internal control structure and procedures for
financial reporting and (2) contain an assessment, as of the end of
the Company's fiscal
year, of the effectiveness of the internal control structure and
procedures of the Company for financial reporting.
18. The audit committee shall oversee compliance that the Company's
auditor shall attest to, and report on, the assessment made by the
management of the Company. An attestation made under this section
shall be in accordance with standards for attestation engagements
issued or adopted by the Board of Directors. An attestation engagement
shall not be the subject of a separate engagement.
19. The audit committee shall oversee the adoption of a code of ethics for
its senior financial officers and shall publish a copy of such code in
the books and records of the Company. Any changes in such code shall
be duly noted in the books and records of the Company and promptly
disclosed on Form 8-K.
20. The audit committee shall full authority to modify, amend and change
these policies and procedures in its sole and exclusive discretion.
Adopted and approved by the Audit Committee of New Millennium Media
International, Inc. this 1st day of July 2003.