SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO
PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS, (II) TRANSACTIONS ARE
RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY, (III) ACCESS TO
ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION, AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH
THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH
RESPECT TO ANY DIFFERENCES.
THE COMPANY HAS ESTABLISHED DISCLOSURE CONTROLS AND
PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES 13A-15 AND 15D-15) FOR THE COMPANY
AND DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES TO ENSURE THAT MATERIAL
INFORMATION RELATING TO THE COMPANY, INCLUDING ITS SUBSIDIARY, IS MADE KNOWN TO
THE CERTIFYING OFFICERS BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE
PERIOD IN WHICH THE COMPANY'S FORM 10-K OR 10-Q, AS THE CASE MAY BE, IS BEING
PREPARED.
THE COMPANY'S CERTIFYING OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF
THE COMPANY'S CONTROLS AND PROCEDURES AS OF THE END OF THE COMPANY'S MOST
RECENTLY ENDED FISCAL QUARTER (SUCH DATE, THE "EVALUATION DATE").
THE COMPANY
PRESENTED IN ITS MOST RECENTLY FILED FORM 10-Q THE CONCLUSIONS OF THE CERTIFYING
OFFICERS ABOUT THE EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED
ON THEIR EVALUATIONS AS OF THE EVALUATION DATE.
SINCE THE EVALUATION DATE,
THERE HAVE BEEN NO SIGNIFICANT CHANGES IN THE COMPANY'S INTERNAL CONTROLS (AS
SUCH TERM IS DEFINED IN ITEM 307(B) OF REGULATION S-K UNDER THE EXCHANGE ACT)
OR, TO THE COMPANY'S KNOWLEDGE, IN OTHER FACTORS THAT COULD SIGNIFICANTLY AFFECT
THE COMPANY'S INTERNAL CONTROLS.
(O)
PRIVATE PLACEMENT. ASSUMING THE ACCURACY OF THE PURCHASERS'
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2, NO REGISTRATION UNDER
THE SECURITIES ACT IS REQUIRED FOR THE OFFER AND SALE OF THE SHARES BY THE
COMPANY TO THE PURCHASERS AS CONTEMPLATED
11
HEREBY. UPON SATISFACTION OF THE CONDITION SET FORTH IN SECTION 2.2(C) HEREOF
WITH RESPECT TO STOCKHOLDER APPROVAL OF THE ISSUANCE OF THE SHARES, THE ISSUANCE
AND SALE OF THE SHARES HEREUNDER WILL NOT CONTRAVENE THE RULES AND REGULATIONS
OF THE TRADING MARKET..
(P)
LISTING AND MAINTENANCE REQUIREMENTS.
THE COMPANY'S COMMON STOCK
IS REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT, AND THE COMPANY HAS
TAKEN NO ACTION DESIGNED TO, OR WHICH TO ITS KNOWLEDGE IS LIKELY TO HAVE THE
EFFECT OF TERMINATING THE REGISTRATION OF THE COMMON STOCK UNDER THE EXCHANGE
ACT.
EXCEPT AS SPECIFIED IN THE SEC REPORTS, THE COMPANY HAS NOT, IN THE TWO
YEARS PRECEDING THE DATE HEREOF, RECEIVED NOTICE FROM ANY TRADING MARKET TO THE
EFFECT THAT THE COMPANY IS NOT IN COMPLIANCE WITH THE LISTING OR MAINTENANCE
REQUIREMENTS THEREOF.
THE COMPANY IS, AND HAS NO REASON TO BELIEVE THAT IT WILL
NOT IN THE FORESEEABLE FUTURE CONTINUE TO BE, IN COMPLIANCE WITH THE LISTING AND
MAINTENANCE REQUIREMENTS FOR CONTINUED LISTING OF THE COMMON STOCK ON THE
APPLICABLE TRADING MARKET, INCLUDING THE ELIGIBILITY RULES THEREUNDER. UPON
SATISFACTION OF THE CONDITION SET FORTH IN SECTION 2.2(C)