BY, THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
3.1.7
SEC REPORTS.
ISSUER IS CURRENTLY REQUIRED TO FILE INFORMATION,
DOCUMENTS AND REPORTS WITH THE SEC PURSUANT TO SECTION 13(A) OF THE EXCHANGE
ACT, AND ISSUER HAS FILED ALL SUCH REPORTS AND SCHEDULES, FORMS, STATEMENTS AND
OTHER DOCUMENTS REQUIRED TO BE FILED BY ISSUER UNDER THE SECURITIES ACT AND THE
EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF, FOR THE TWO
YEAR PERIOD PRECEDING THE DATE HEREOF (OR SUCH SHORTER PERIOD AS ISSUER WAS
REQUIRED BY LAW OR REGULATION TO FILE SUCH MATERIAL) (THE FOREGOING MATERIALS,
INCLUDING THE EXHIBITS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN,
BEING COLLECTIVELY REFERRED TO HEREIN AS THE "SEC REPORTS") ON A TIMELY BASIS OR
HAS RECEIVED A VALID EXTENSION OF SUCH TIME OF FILING AND HAS FILED ANY SUCH SEC
REPORTS PRIOR TO THE EXPIRATION OF ANY SUCH EXTENSION.
AS OF THEIR RESPECTIVE
DATES OF FILING WITH THE SEC, THE SEC REPORTS, TOGETHER WITH ANY AMENDMENTS
THERETO, COMPLIED IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF
THE SECURITIES ACT AND THE EXCHANGE ACT.
NO SEC REPORT, WHEN FILED, 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 THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MATERIALLY MISLEADING.
THERE IS NOTHING THAT WOULD BE DEEMED TO BE OF A
MATERIALLY NEGATIVE NATURE TO A POTENTIAL INVESTOR IN THE COMMON STOCK THAT HAS
NOT BEEN DISCLOSED IN THE SEC REPORTS.
9
3.1.8
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS OF ISSUER INCLUDED
IN THE SEC REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND THE SEC'S RULES AND REGULATIONS WITH RESPECT THERETO AS IN
EFFECT AT THE TIME OF FILING.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY
APPLIED, EXCEPT AS MAY BE OTHERWISE SPECIFIED THEREIN OR THE NOTES THERETO AND
EXCEPT THAT UN-AUDITED FINANCIAL STATEMENTS MAY NOT CONTAIN ALL REQUIRED NOTES
AND ARE SUBJECT TO ROUTINE YEAR-END ADJUSTMENTS THAT ARE NOT MATERIAL IN THE
AGGREGATE.
SUCH FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL MATERIAL RESPECTS
THE FINANCIAL POSITION OF ISSUER AS OF AND FOR THE DATES THEREOF AND THE RESULTS
OF OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED, SUBJECT, IN THE CASE OF
UN-AUDITED STATEMENTS, TO NORMAL, YEAR-END AUDIT ADJUSTMENTS AS REFERRED TO
ABOVE.
3.1.9
BROKERAGE OR FINDER'S FEES.
OTHER THAN AS SET FORTH ON SCHEDULE
3.1.9, NO BROKERAGE, SUCCESS OR FINDER'S FEE OR COMMISSION IS OR WILL BE PAYABLE
BY ISSUER TO ANY BROKER, FINANCIAL ADVISER OR CONSULTANT, FINDER, PLACEMENT
AGENT, INVESTMENT BANKER, BANK OR OTHER PERSON WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
3.1.10
PRIVATE PLACEMENT. ASSUMING THE ACCURACY OF EACH PURCHASER'S
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2, NO REGISTRATION UNDER
THE SECURITIES ACT IS REQUIRED FOR THE OFFER AND SALE OF THE SECURITIES BY
ISSUER TO PURCHASER AS CONTEMPLATED HEREBY.
3.1.11
INVESTMENT COMPANY.