PAID AND NONASSESSABLE.
EXCEPT AS DISCLOSED IN SEC REPORTS
(AS DEFINED BELOW), THERE ARE NO OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES OF
THE COMPANY, AND ANY OTHER RIGHTS TO ACQUIRE SECURITIES OF THE COMPANY.
ALL
OUTSTANDING SECURITIES OF THE COMPANY ARE VALIDLY ISSUED, FULLY PAID AND
7
NONASSESSABLE.
NO STOCKHOLDER OF THE COMPANY IS ENTITLED TO ANY PREEMPTIVE
RIGHTS WITH RESPECT TO THE PURCHASE OF OR SALE OF ANY SECURITIES OF THE COMPANY.
SECTION 2.05.
SEC FILINGS, OTHER FILINGS AND REGULATORY COMPLIANCE.
SINCE JANUARY 1, 2002, THE COMPANY HAS TIMELY MADE ALL FILINGS REQUIRED TO BE
MADE BY IT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT").
THE COMPANY HAS DELIVERED OR MADE ACCESSIBLE TO THE PURCHASER TRUE,
ACCURATE AND COMPLETE COPIES OF (A) THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED JUNE 30, 2006, (B) THE COMPANY'S QUARTERLY REPORTS ON FORM
10-Q FOR THE FISCAL QUARTERS ENDED SEPTEMBER 30, 2006 AND DECEMBER 31, 2006,
(C) THE COMPANY'S DEFINITIVE PROXY STATEMENT DATED OCTOBER 27, 2006 RELATING TO
ITS ANNUAL MEETING OF STOCKHOLDERS, AND (D) ALL THE COMPANY'S CURRENT REPORTS ON
FORM 8-K FILED SINCE JULY 1, 2006 (COLLECTIVELY, THE "SEC REPORTS").
THE SEC
REPORTS WHEN FILED, COMPLIED IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
REQUIREMENTS OF THE EXCHANGE ACT AND THE SARBANES-OXLEY ACT OF 2002, IF AND TO
THE EXTENT APPLICABLE, AND THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") THEREUNDER APPLICABLE TO THE SEC REPORTS.
NONE
OF THE SEC REPORTS, AT THE TIME OF FILING, 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 NOT MISLEADING IN LIGHT OF
THE CIRCUMSTANCES IN WHICH THEY WERE MADE.
THE COMPANY HAS TAKEN, OR WILL HAVE
TAKEN PRIOR TO THE CLOSING, ALL NECESSARY ACTIONS TO MAINTAIN ELIGIBILITY OF ITS
COMMON STOCK FOR TRADING ON OTC BULLETIN BOARD UNDER ALL CURRENTLY EFFECTIVE
INCLUSION REQUIREMENTS.
EACH BALANCE SHEET INCLUDED IN THE SEC REPORTS
(INCLUDING ANY RELATED NOTES AND SCHEDULES) FAIRLY PRESENTS IN ALL MATERIAL
RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AS OF ITS DATE, AND
EACH OF THE OTHER FINANCIAL STATEMENTS INCLUDED IN THE SEC REPORTS (INCLUDING
ANY RELATED NOTES AND SCHEDULES) FAIRLY PRESENTS IN ALL MATERIAL RESPECT THE
CONSOLIDATED RESULTS OF OPERATIONS OF THE COMPANY FOR THE PERIODS OR AS OF THE
DATES THEREIN SET FORTH IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("GAAP") CONSISTENTLY APPLIED DURING THE PERIODS INDICATED OR AS A
RESULT OF YEAR END ADJUSTMENTS AND EXCEPT AS MAY BE INDICATED IN THE NOTES
THERETO OR, IN THE CASE OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS, WHERE
INFORMATION AND FOOTNOTES CONTAINED IN SUCH FINANCIAL STATEMENTS ARE NOT
REQUIRED TO BE IN COMPLIANCE WITH GAAP).
SUCH FINANCIAL STATEMENTS INCLUDED IN
THE SEC REPORTS WERE, AT THE TIME THEY WERE FILED, CONSISTENT WITH THE BOOKS AND
RECORDS OF THE COMPANY IN ALL MATERIAL RESPECTS AND COMPLIED AS TO FORM IN