LeapFrog 2012 Annual Report Download - page 74

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Attached as exhibits to this Annual Report on Form 10-K are certifications of our CEO and the CFO required
by Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended (the ‘‘Rule 13a-14(a)
Certifications’’). This Controls and Procedures section of the Annual Report on Form 10-K includes the
information concerning the controls evaluation referred to in the Rule 13a-14(a) Certifications.
Evaluation of Disclosure Controls and Procedures
We have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period
covered by this Annual Report on Form 10-K. This evaluation was performed by management, with the
participation of our CEO and CFO. Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), such as this Annual Report on
Form 10-K, is recorded, processed, summarized and reported, within the time periods specified in the U.S.
Securities and Exchange Commission’s rules and forms and include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is accumulated and communicated to our management, including our CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure.
The evaluation of our disclosure controls and procedures included a review of the controls’ objectives and
design, our implementation of the controls and the effect of the controls on the information generated for use
in our reports. In the course of the evaluation, we review and identify data errors and control problems, if any,
and seek to confirm, as applicable, that appropriate corrective actions, including process improvements, have
been undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of our CEO
and CFO, regarding the effectiveness of our disclosure controls and procedures can be reported in our periodic
reports filed with the Securities and Exchange Commission on Forms 10-Q, 10-K, and others as may be
required from time to time.
Based upon the management’s evaluation, our CEO and CFO have concluded that our disclosure controls and
procedures were effective as of December 31, 2012.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our
CEO and CFO, and effected by our board of directors, management and other personnel, 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:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of our assets;
• 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 are being made only in accordance with authorizations of our management and
directors; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements.
Management evaluated and assessed our internal control over financial reporting as of December 31, 2012, the
end of our fiscal year. Management, with the participation of our CEO and CFO, evaluated our internal
control over financial reporting using the framework and on criteria established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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