Our consolidated financial statements for years ended December 31, 2003 and 2002 included in this prospectus have been audited by Tanner + Co., independent auditors, as stated in their report appearing herein. We have included our consolidated financial statements in this prospectus in reliance on such report given upon their authority as experts in auditing and accounting.

 

The validity of the shares of common stock in this offering will be passed upon for us by Mackey Price & Thompson, Salt Lake City, Utah. Randall A. Mackey, the President, a director and a shareholder of the law firm of Mackey Price & Thompson is our Chairman of the Board and Secretary. Legal fees and expenses paid to Mackey Price & Thompson for legal services during the fiscal years ended December 31, 2003 and 2002 totaled $97,000 and $167,000, respectively. Legal fees and expenses paid to the firm for legal services for the nine months ended September 30, 2004 totaled $80,000 compared to $61,078 for the nine months ended September 30, 2003. As of December 31, 2003, we owed the firm $136,000, which is included in the accounts payable.