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via access to internal corporate documents, conversations and connections with other

corporate officers and employees, attendance at management and Board of Directors

meetings and committees thereof, and via reports and other information provided to

them in connection therewith. Plaintiff further alleges that the individual defendants,

because of their positions, controlled the content of the various SEC filings, press

releases and other public statements pertaining to the Company during the Class

Period. Plaintiff also alleges that each individual defendant was provided with copies

of the documents alleged herein to be misleading prior to their issuance and/or had the

ability and/or opportunity to prevent their issuance or cause them to be corrected.

Accordingly, plaintiff alleges that each of the individual defendants is responsible for the

accuracy of the public reports and releases. See CAC at ¶¶ 11-12.

3. The Auditor Defendant

Defendant Ehrhardt Keefe Steiner & Hottman PC (“Ehrhardt Keefe” or the

“Auditor Defendant”) was, during the Class Period, the Company’s independent outside

auditor. Ehrhardt Keefe signed an Independent Auditors Report certifying the veracity

and completeness of the Company’s SEC filings made during the Class Period. In

connection with the Company’s November 2006 PIPE Registration and in connection

with the Company’s aborted EduTrades public spin-off, investors paid Ehrhardt Keefe

over $1,788,000 in accounting fees and expenses. See CAC at ¶ 13.

Plaintiff says that during the Class Period, Ehrhardt Keefe provided letters of

consent and/or made representations regarding the accuracy and completeness of

filings made by the Company with the SEC, including but not limited to Whitney’s

materially false and misleading Registration Statement filed with, but not approved by,


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