on Merger Sub and/or Innofone and would not prevent, materially alter or
delay any the transactions contemplated by this Merger.
3.5
SEC Documents; Financial Statements.
(a)
Merger Sub and/or Innofone have filed all forms, reports and documents
required to be filed by Merger Sub and/or Innofone with the SEC since August 31,
2005 through the date hereof, and MTG and MTG Shareholders have had access to
all such forms, reports and documents through the SEC Edger website. Included in
those filings are all Annual Reports on Form 10-KSB and Quarterly Reports on
Form 10-QSB including the Annual Report on Form 10-KSB for the year ending
December 31, 2005 filed with the SEC on April 17, 2006. In addition, Merger Sub
and/or Innofone will have made available to MTG true and complete copies of any
additional documents filed with the SEC by Merger Sub and/or Innofone after the
date hereof and prior to the Effective Time (collectively, the "Merger
Sub/Innofone SEC Documents"). As of their respective filing dates, the Merger
Sub/Innofone SEC Documents complied in all material respects with the
requirements of the Exchange Act and the Securities Act, and none of the Merger
Sub/Innofone SEC Documents contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances in which they
were made, not misleading, except to the extent corrected by a subsequently
filed Innofone SEC Document.
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(b)
The financial statements of Innofone, including the notes thereto,
included in the Merger Sub/Innofone SEC Documents (the "Innofone Financial
Statements") were complete and correct in all material respects as of their
respective filing dates, complied as to form in all material respects with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto as of their respective dates, and have been
prepared in accordance with United States generally accepted accounting
principles applied on a basis consistent throughout the periods indicated and
consistent with each other (except as may be indicated in the notes thereto or,
in the case of unaudited statements, included in Quarterly Reports on Forms
10-Q). The Innofone Financial Statements fairly present the consolidated
financial condition and operating results of Innofone and its subsidiaries at
the dates and during the periods indicated therein (subject, in the case of
unaudited statements, to normal, recurring year-end adjustments). There has been
no change in Innofone accounting policies except as described in the notes to
the Innofone Financial Statements.
3.6
Absence of Undisclosed Liabilities. Merger Sub and/or Innofone have no
material obligations or liabilities of any nature (matured or unmatured, fixed
or contingent) other than (i) those set forth or adequately provided for in the
Balance Sheet included in Innofone's Annual Report on Form 10-KSB heretofore
made available to MTG for the period ended December 31, 2005 (the "Innofone
Balance Sheet"), (ii) those incurred in the ordinary course of business and not
required