Item 3.
Controls and Procedures
We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in the reports filed or submitted under Securities Exchange Act of 1934,
as amended (the “Exchange
Act”) is
recorded, processed, summarized and reported, within the time period specified
in the SEC’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including Mr. McCourt, the
Company’s Interim Chief Executive Officer, as appropriate, to allow timely
decisions regarding required disclosure. In establishing and
maintaining the disclosure controls and procedures, management recognized that
any controls and procedures have inherent limitations. Therefore,
even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and
presentation.
As of the
end of the period covered by this report, the Company's management, under the
supervision of and with the participation of the Company's interim chief
executive officer and chief financial officer, evaluated the effectiveness of
the Company's disclosure controls and procedures (as such term is defined in Rule
13a-15(e) under the
Exchange Act). Based on such
evaluation, our interim chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures were effective as of May
31, 2008.
There has
been no significant change in the Company’s internal controls over financial
reporting during our most recent fiscal quarter that has materially affected, or
is reasonably likely to affect, our internal controls over financial
reporting.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This report contains forward-looking
statements including, without limitation, in the discussion under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Any and all statements contained in this report that are not
statements of historical fact may be deemed forward-looking statements. Terms
such as may, might, would, should, could, project, estimate, pro forma, predict,
potential, strategy, anticipate, attempt, develop, plan, help, believe,
continue, intend, expect, future, and similar terms and terms of similar import
(including the negative of any of the foregoing) may be intended to identify
forward-looking statements. However, not all forward-looking statements may
contain one or more of these identifying terms. Forward-looking statements in
this report may include, without limitation, statements regarding (i) a
projection of revenues, income (including income/loss), earnings (including
earnings/loss) per share, capital expenditures, dividends, capital structure, or
other financial items, (ii) the plans and objectives of management for future
operations, including plans or objectives relating to our products or
services, (iii) our future financial performance, including any such
statement contained in a discussion and analysis of financial condition by
management or in the results of operations included pursuant to the rules and
regulations of the Securities and Exchange Commission, and (iv) the assumptions
underlying or relating to any statement described in subparagraphs (i), (ii), or
(iii).
The forward-looking statements are not
meant to predict or guarantee actual results, performance, events, or
circumstances and may not be realized because they are based upon our current
projections, plans, objectives, beliefs, expectations, estimates, and
assumptions and are subject to a number of risks and uncertainties and other
influences, many of which we have no control over. Actual results and the timing
of certain events and circumstances may differ materially from those described
by the forward-looking statements as a result of these risks and uncertainties.
Factors that may influence or contribute to the inaccuracy of the
forward-looking statements or cause actual results to differ materially from
expected or desired results may include, without limitation, our inability to
obtain adequate financing, insufficient cash flows and resulting illiquidity,
our dependence upon significant customers, our inability to expand our business,
government regulations, increased competition, changing customer preferences,
stock illiquidity, failure to implement our business plans or strategies, and
ineffectiveness of our marketing program and our acquisition opportunities. A
description of some of the risks and uncertainties that could cause our actual
results to differ materially from those described by the forward-looking
statements in this report appears under the caption "Risk Factors" and elsewhere
in the most recent Form 10-KSB that we have filed with the Securities and
Exchange Commission.
Because of the risks and uncertainties
related to these factors and the forward-looking statements, readers are
cautioned not to place undue reliance on the forward-looking statements. We
disclaim any obligation to update these forward-looking statements or to
announce publicly the results of any revisions to any of the forward-looking
statements contained in this report to reflect any new information or future
events or circumstances or otherwise unless required to do so under applicable
federal securities laws.
Readers should read this report and the
following discussion and analysis in conjunction with the financial statements
and the related notes contained in this report and the other documents we file
from time to time with the Securities and Exchange Commission.
PART II - OTHER
INFORMATION
None.
Item 6. Exhibits
|
EXHIBIT
31.1
|
CERTIFICATION FILED PURSUANT TO
EXCHANGE ACT RULES 13a-14 AND 15d-14 AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
|
|
|
EXHIBIT
31.2
|
CERTIFICATION FILED PURSUANT TO
EXCHANGE ACT RULES 13a-14 AND 15d-14 AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
|
|
|
EXHIBIT
32.1
|
CERTIFICATION OF CHIEF EXECUTIVE
OFFICER FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
|
|
EXHIBIT
32.2
|
CERTIFICATION OF CHIEF FINANCIAL
OFFICER FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
|
SIGNATURES
In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NARROWSTEP INC.
|
By:
|
/s/ David
McCourt
|
|||
|
Dated: July 8,
2008
|
David
McCourt
|
|||
|
Interim Chief Executive
Officer
|
||||
|
By:
|
/s/ Lisa
VanPatten
|
|||
|
Dated: July 8,
2008
|
Lisa
VanPatten
|
|||
|
Chief Financial
Officer
|