THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE SEC,
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
7
UNDER WHICH THEY WERE MADE, NOT MISLEADING.
NONE OF THE STATEMENTS MADE IN ANY
SUCH SEC DOCUMENTS IS, OR HAS BEEN, REQUIRED TO BE AMENDED OR UPDATED UNDER
APPLICABLE LAW (EXCEPT FOR SUCH STATEMENTS AS HAVE BEEN AMENDED OR UPDATED IN
SUBSEQUENT FILINGS PRIOR THE DATE HEREOF).
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 UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED, DURING THE PERIODS
INVOLVED
AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL
POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATES
THEREOF AND THE CONSOLIDATED RESULTS OF THEIR 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 OF
THE COMPANY INCLUDED IN THE SEC DOCUMENTS, THE COMPANY HAS NO LIABILITIES,
CONTINGENT OR OTHERWISE, OTHER THAN (I) LIABILITIES INCURRED IN THE ORDINARY
COURSE OF BUSINESS SUBSEQUENT TO JULY 31, 2010, AND (II) OBLIGATIONS UNDER
CONTRACTS AND COMMITMENTS INCURRED IN THE ORDINARY COURSE OF BUSINESS AND NOT
REQUIRED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO BE REFLECTED IN SUCH
FINANCIAL STATEMENTS, WHICH, INDIVIDUALLY OR IN THE AGGREGATE, ARE NOT MATERIAL
TO THE FINANCIAL CONDITION OR OPERATING RESULTS OF THE COMPANY. THE COMPANY IS
SUBJECT TO THE REPORTING REQUIREMENTS OF THE 1934 ACT.
H.
ABSENCE OF CERTAIN CHANGES.
SINCE JULY 31, 2010, THERE HAS
BEEN NO MATERIAL ADVERSE CHANGE AND NO MATERIAL ADVERSE DEVELOPMENT IN THE
ASSETS, LIABILITIES, BUSINESS, PROPERTIES, OPERATIONS, FINANCIAL CONDITION,
RESULTS OF OPERATIONS, PROSPECTS OR 1934 ACT REPORTING STATUS OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES.
I.
ABSENCE OF LITIGATION.
THERE IS NO ACTION, SUIT, CLAIM,
PROCEEDING, INQUIRY OR INVESTIGATION BEFORE OR BY ANY COURT, PUBLIC BOARD,
GOVERNMENT AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THREATENED AGAINST OR
AFFECTING THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR THEIR OFFICERS OR DIRECTORS
IN THEIR CAPACITY AS SUCH, THAT COULD HAVE A MATERIAL ADVERSE EFFECT.
SCHEDULE
3(I) CONTAINS A COMPLETE LIST AND SUMMARY DESCRIPTION OF ANY PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED PROCEEDING AGAINST OR AFFECTING THE COMPANY
OR ANY OF ITS SUBSIDIARIES, WITHOUT REGARD TO WHETHER IT WOULD HAVE A MATERIAL
ADVERSE EFFECT.
THE COMPANY AND ITS SUBSIDIARIES ARE UNAWARE OF ANY FACTS OR
CIRCUMSTANCES WHICH MIGHT GIVE RISE TO ANY OF THE FOREGOING.
J.
PATENTS, COPYRIGHTS, ETC.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES OWNS OR POSSESSES THE REQUISITE