COMPANY'S ABILITY TO DO ANY OF THE FOREGOING.
(D)
THE COMPANY HAS REGISTERED ALL OUTSTANDING SHARES, AND ALL OTHER
COMPANY SECURITIES CURRENTLY ISSUED AND OUTSTANDING, UNDER THE SECURITIES ACT,
APPLICABLE STATE BLUE SKY LAWS, AND THE EXCHANGE ACT AND HAS REGISTERED ITSELF
UNDER THE EXCHANGE ACT. THE OUTSTANDING SECURITIES ARE NOT, AND HAVE NEVER BEEN,
LISTED ON THE NASDAQ STOCK MARKET, INC.'S NATIONAL MARKET OR A REGISTERED
NATIONAL OR REGIONAL SECURITIES EXCHANGE IN THE UNITED STATES OR ELSEWHERE.
3.07.
Financial Statements; Reports.
(A)
THE COMPANY HAS DELIVERED TO C&T TRUE, CORRECT AND COMPLETE COPIES
OF (I) THE UNAUDITED, CONSOLIDATING BALANCE SHEET, AS OF MARCH 31, 2006, OF THE
COMPANY (AS UPDATED PURSUANT TO SECTION 5.07 THE "LATEST BALANCE SHEET") AND THE
UNAUDITED, CONSOLIDATING STATEMENT OF INCOME AND CASH FLOWS OF THE COMPANY FOR
THE FIVE-MONTH PERIOD THEN ENDED (SUCH STATEMENT OF INCOME AND CASH FLOWS AND
THE LATEST BALANCE SHEET, ALL AS UPDATED PURSUANT TO SECTION 5.07 BEING
HEREINAFTER REFERRED TO AS THE "LATEST FINANCIAL STATEMENTS") AND (II) THE
AUDITED BALANCE SHEETS, AS OF SEPTEMBER 30, 2003, 2004 AND 2005, RESPECTIVELY,
OF THE COMPANY AND THE AUDITED STATEMENTS OF INCOME AND CASH FLOWS OF THE
COMPANY FOR EACH OF THE YEAR ENDED SEPTEMBER 30, 2003, 2004 AND 2005
(COLLECTIVELY, THE "ANNUAL FINANCIAL STATEMENTS"). THE LATEST FINANCIAL
STATEMENTS AND THE ANNUAL FINANCIAL STATEMENTS ARE BASED UPON THE INFORMATION
CONTAINED IN THE BOOKS AND RECORDS OF THE COMPANY AND FAIRLY AND CORRECTLY
PRESENT THE FINANCIAL POSITION OF THE COMPANY, INCLUDING WITHOUT LIMITATION,
COMPANY INCOME, EXPENSES, ASSETS AND LIABILITIES, AS OF THE DATES THEREOF AND
RESULTS OF OPERATIONS FOR THE PERIODS REFERRED TO THEREIN. THE ANNUAL FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES ("GAAP"), CONSISTENTLY APPLIED IN ACCORDANCE WITH
THE COMPANY'S HISTORICAL PRACTICES INSOFAR AS SUCH PRACTICES ARE CONSISTENT WITH
GAAP. THE LATEST FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP
APPLICABLE TO UNAUDITED INTERIM FINANCIAL STATEMENTS (AND THUS MAY NOT CONTAIN
ALL NOTES AND MAY NOT CONTAIN PRIOR PERIOD COMPARATIVE DATA WHICH ARE REQUIRED
FOR COMPLIANCE WITH GAAP), CONSISTENT WITH THE ANNUAL FINANCIAL STATEMENTS, AND
REFLECT ALL ADJUSTMENTS NECESSARY TO A FAIR STATEMENT OF THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR THE INTERIM PERIODS PRESENTED.
(B)
ALL ACCOUNTS, BOOKS AND LEDGERS RELATED TO THE BUSINESS OF THE
COMPANY ARE PROPERLY AND ACCURATELY KEPT, ARE COMPLETE IN ALL MATERIAL RESPECTS,
AND THERE ARE NO MATERIAL INACCURACIES OR DISCREPANCIES OF ANY KIND CONTAINED OR
REFLECTED THEREIN (FOR THESE PURPOSES "MATERIALITY" BEING DEFINED AS OMISSIONS
OR INACCURACIES HAVING INDIVIDUAL FINANCIAL IMPACT OF $5,000 OR MORE). THE
COMPANY DOES NOT HAVE ANY OF ITS RECORDS,
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SYSTEMS, CONTROLS, DATA, OR INFORMATION RECORDED, STORED, MAINTAINED, OPERATED
OR OTHERWISE WHOLLY OR PARTLY DEPENDENT ON OR HELD BY ANY MEANS (INCLUDING ANY
ELECTRONIC, MECHANICAL OR PHOTOGRAPHIC PROCESS, WHETHER COMPUTERIZED OR NOT)
WHICH (INCLUDING ALL MEANS OF ACCESS THERETO AND THEREFROM) ARE NOT UNDER THE
EXCLUSIVE OWNERSHIP (EXCLUDING LICENSED SOFTWARE PROGRAMS) AND DIRECT CONTROL OF
THE COMPANY.
(C)
THE COMPANY