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compliance with requirements that could have a direct and material effect on a major federal program in <br /> order to determine our auditing procedures for the purpose of expressing our opinion on compliance and <br /> to test and report on internal control over compliance in accordance with OMB Circular A- 133 . <br /> We noted certain matters involving the internal control over compliance and its operation that we <br /> consider to be reportable conditions . Reportable conditions involve matters coming to our attention <br /> relating to significant deficiencies in the design or operation of the internal control over compliance that, <br /> in our judgment, could adversely affect Grow ' s ability to administer a major federal program in <br /> accordance with the applicable requirements of laws , regulations , contracts , and grants . Reportable <br /> conditions are described in the accompanying schedule of findings and questioned costs as items , 02-01 , <br /> 02=02, 02-03 and 02-04 . <br /> A material weakness is a condition in which the design or operation of one or more of the internal control <br /> components does not reduce to a relatively low level the risk that noncompliance with the applicable <br /> requirements of laws , regulations , contracts , and grants that would be material in relation to a major <br /> federal program being audited may occur and not be detected within a timely period by employees in the <br /> normal course of performing their assigned functions . Our consideration of the internal control over <br /> compliance would not necessarily disclose all matters in the internal control that might be reportable <br /> conditions , and accordingly, would not necessarily disclose all reportable conditions that are also <br /> considered to be material weaknesses . However, of the reportable conditions described above, we <br /> consider all items to be material weaknesses . <br /> This report is intended solely for the information and use of management, the Board of Directors and <br /> federal and state awarding agencies and pass -through entities . However, this report is a matter of public <br /> record and its distribution is not limited. <br /> O ' Haire, Kmetz, Nuttall, Field & Co. , chartered <br /> Certified Public Accountants <br /> January 10, 2003 <br /> - 12- <br />