Letter | Overview | Planning the Review | Performing the Review

Members of the Texas
Society of Certified
Public Accountants

Members of the American
Institute of Certified
Public Accountants
John A. Braden & Company, P.C.
12941 Interstate 45 North
Suite 422
Houston, TX 77060
Phone: (281) 873-5005
Fax: (281) 873-5383

Bennink Hayes & Company, PLLC
211 Highland Cross
Suite 112
Houston, TX 77073
Phone: (281) 443-2525
Fax: (281) 443-8067

Robert D. Goldstein
2603 Augusta Dr.
Suite 1170
Houston, TX 77057
Phone: (713) 787-9927
Fax: (713) 789-7082

Gazaway & Co., P.C.
397 N. Sam Houston Pky. E.
Suite 415
Houston, TX 77060
Phone: (281) 820-3100
Fax: (281) 820-3102


November 14, 2002

To the Members
Demetrius & Company, L.L.C. and the
SEC Practice Section Peer Review Committee

We have reviewed the system of quality control for the accounting and auditing practice of Demetrius & Company, L.L.C. (the firm) in effect for the year ended August 31, 2002. A system of quality control encompasses the firm's organizational structure and the policies adopted and procedures established to provide it with reasonable assurance of complying with professional standards. The elements of quality control are described in the Statements on Quality Control Standards issued by the American Institute of Certified Public Accountants (the AICPA). The design of the system, and compliance with it, are the responsibilities of the firm. In addition, the firm has agreed to comply with the membership requirements of the SEC Practice Section of the AICPA Division for CPA Firms (the Section). Our responsibility is to express an opinion on the design of the system, and the firm's compliance with that system and the Section's membership requirements based on our review.

Our review was conducted in accordance with standards established by the Peer Review Committee of the Section and included procedures to plan and perform the review that are summarized in the attached description of the peer review process. Our review would not necessarily disclose all weaknesses in the system of quality control or all instances of lack of compliance with it or with the membership requirements of the Section since it was based on selective tests. Because there are inherent limitations in the effectiveness of any system of quality control, departures from the system may occur and not be detected. Also, projection of any evaluation of a system of quality control to future periods is subject to the risk that the system of quality control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the system of quality control for the accounting and auditing practice of Demetrius & Company, L.L.C. in effect for the year ended August 31, 2002, has been designed to meet the requirements of the quality control standards for an accounting and auditing practice established by the AICPA, and was complied with during the year then ended to provide the firm with reasonable assurance of complying with professional standards. Also, in our opinion, the firm has complied during that year with the membership requirements of the Section in all material respects.

Braden, Bennink, Goldstein, Gazaway & Company, PLLC