Management Technologies International Inc.

“The organization has no committees with authority to act on behalf of the governing body. Therefore, this line was answered no in accordance with the instructions.”

“Form 990 is prepared by an independent CPA firm and reviewed in detail by the organization's top management. The reviewed Form 990 is then provided to the board of directors prior to filing with the IRS.”

“1) Annual Conflict of Interest Report: The audit committee of the board performs an annual survey of potential conflicts of interest and related party transactions by requiring that each board member, officer, and senior manager complete an annual conflict of interest questionnaire disclosing such facts. These reports are reviewed by the audit committee and, as appropriate, by legal counsel, auditors, or another independent person. 2) Further Duty to Disclose: Additionally, a board member, officer, or senior manager should inform a more senior member of management and/or the chair of the audit committee if they become aware that a proposed transaction or other matter may be a related party transaction or involve an actual or potential conflict of interest. Such disclosure is not necessary if the matter was previously disclosed or if it is obvious and therefore known to the board. 3) Duty to Abstain From Decision Making: A person with an actual or potential conflict of interest shall not participate in a decision about a transaction, and no member of the board of directors shall vote on a transaction in which he or she has a direct or indirect interest. 4) Opportunity to Present: The interested person shall be given the opportunity to disclose all material facts concerning a potential conflict of interest and the transaction to disinterested board or management members and to respond to their questions or concerns. 5) Evaluation of the Conflict: The board or a subcommittee of the board or a disinterested member of management will first evaluate the situation to determine whether there is an actual conflict of interest and whether it is "material." (A conflict of interest is "material" if it might affect, or might reasonably be thought by others to affect, the judgment or conduct of the interested party.) If so, a further evaluation of the transaction will occur. 6) Evaluation of the Transaction: Transactions with interested directors, officers, or members of senior management are permitted if they are fair and reasonable to the corporation, in its best interests, and for its own benefit. The board should exercise reasonable due diligence (appropriate to the size and significance of the transaction) in evaluating these factors. It may first consider whether to solicit competing bids in the case of a related party transaction and whether a more advantageous transaction can be obtained with reasonable effort from a person or entity that would not give rise to a conflict of interest. The evaluation may be conducted by the full board, a committee of disinterested directors, management, or an outside party, including the corporation's auditors, legal counsel, or outside experts. Such evaluation must occur if there are concerns about private inurement or excess benefit transactions. 7) Vote on the Transaction: the interested person shall not participate in any vote to approve the transaction. All proposed transactions where there is a potential conflict of interest must be approved by a vote of a majority of disinterested directors. 8) Records of the Board: All votes on transactions involving an actual or potential conflict of interest shall record the names of the persons with an interest in the transaction and of the persons who considered whether there is a potential conflict of interest, who evaluated the fairness of the transaction, and who voted on the transaction. Copies of any supporting material or reports shall be attached. 9) Disclosures: Any material related-party transactions must be disclosed to the corporation's auditors and in its audited financial statements. 10) Violations of the Conflicts of Interest Policy: If the board has reasonable cause to believe that a director, officer, or member of senior management has failed to disclose actual or possible conflicts of interest or pertinent facts concerning the arrangements, it shall inform the officer or director of the basis for such belief and require explanation.”

“The independent board evaluates salary surveys and comparability data from independent industry sources when considering any compensation amendments for the CEO. The evaluation and approval of compensation is recorded in the minutes. Other officer and key employee compensation is similarly determined and approved by the CEO in consultation with the Director of Human Resources.”

“See narrative for Form 990, Part VI, Line 15a”

“Disclosure of Governing Documents, Conflict of Interest Policy and Financial Statements are made to interested parties upon request.”

“The organization has ownership in foreign investments as indicated in Schedule F, Part I. The Organization has analyzed its ownership in foreign organizations and has determined that it does meeting the filing threshold for Form 5471 which has been prepared and filed as an attachment to the Form 990.”