AGENCY IN ORDER FOR IT
TO EXECUTE, DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR TO
ISSUE AND SELL THE SHARES IN ACCORDANCE WITH THE TERMS HEREOF.
2.8
SEC DOCUMENTS, FINANCIAL STATEMENTS.
SINCE
JUNE 1, 2004, THE COMPANY HAS FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS,
AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT WITH THE SEC PURSUANT TO THE
REPORTING REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT (ALL OF THE
FOREGOING FILED PRIOR TO THE DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND
FINANCIAL STATEMENTS AND SCHEDULES THERETO AND DOCUMENTS (OTHER THAN EXHIBITS)
INCORPORATED BY REFERENCE THEREIN, BEING HEREINAFTER REFERRED TO HEREIN AS THE
"SEC DOCUMENTS").
AS OF THEIR RESPECTIVE DATES, THE SEC DOCUMENTS, AS THE SAME
HAVE BEEN AMENDED, COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF
THE SECURITIES AND EXCHANGE ACT OF 1934 OR THE SECURITIES ACT, AS THE CASE MAY
BE, AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE
TO THE SEC DOCUMENTS, AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED
WITH THE SEC,
4
CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED IN THE SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL
RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND
REGULATIONS OF THE SEC WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE
OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR
(II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY NOT
INCLUDE FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT
IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES
THEREOF AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN
ENDED (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT
ADJUSTMENTS).
EXCEPT AS SET FORTH IN THE FINANCIAL STATEMENTS INCLUDED IN THE
SEC DOCUMENTS, THE COMPANY HAS NO MATERIAL LIABILITIES, CONTINGENT OR OTHERWISE,
OTHER THAN LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS SUBSEQUENT TO
DECEMBER 31, 2004, AND LIABILITIES OF THE TYPE NOT REQUIRED UNDER GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES TO BE REFLECTED IN SUCH FINANCIAL STATEMENTS.
THE FOREGOING IS SUBJECT TO THE EXCEPTION THAT THE FINANCIAL STATEMENTS FOR THE
SECOND AND THIRD QUARTERS OF 2004 WILL BE RESTATED, CONSISTENT WITH THE
PRINCIPLES OF RESTATEMENT SET FORTH IN THE ANNUAL REPORT ON FORM 10-KSB/A
(SECOND AMENDMENT) FOR THE 2003 AND 2004 ANNUAL FINANCIAL STATEMENTS AND THE
QUARTERLY REPORT ON FORM 10-QSB/A FOR THE QUARTER ENDED MARCH 31, 2005 FOR THE
FIRST QUARTER 2004 AND 2005 FINANCIAL STATEMENTS, IN EACH CASE FILED WITH THE
SEC