In 2018, the Audit Committee met with management
and representatives of BDO USA, LLP to review and discuss preparations for the audit, including review of control procedures required
pursuant to implementation of Section 404 of the Sarbanes-Oxley Act, and the procedures and timing of the audit of our financial
statements. Following completion of the audit of the financial statements, the Audit Committee met with representatives of BDO
USA, LLP and management to review and discuss the audited financial statements. The Audit Committee also discussed with representatives
of BDO USA, LLP the matters required to be discussed by Auditing Standards No. 1301: as amended, “Communication with Audit
Committees,” as adopted by the Public Company Accounting Oversight Board (the “PCAOB”).
The Audit Committee received the written
disclosures and the confirming letter from BDO USA, LLP required by applicable requirements of the PCAOB regarding the independent
auditor’s communications with the Audit Committee concerning independence and discussed with BDO USA, LLP its independence
from the Company.
Based upon the review and discussions referred
to above, the Audit Committee, as it was constituted on December 31, 2018, recommended to the Board of Directors that the audited
financial statements be included in our Annual Report on Form 10-K for 2018.
THE AUDIT COMMITTEE
Sue Gove, Chairperson