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 FILED IN A TIMELY MANNER ALL DOCUMENTS THAT THE COMPANY WAS REQUIRED TO FILE
UNDER THE EXCHANGE ACT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THIS
AGREEMENT.
THE COMPANY IS CURRENTLY ELIGIBLE TO REGISTER THE RESALE OF THE
COMMON SHARES AND WARRANT SHARES IN A SECONDARY OFFERING ON A REGISTRATION
STATEMENT ON FORM S-3 UNDER THE SECURITIES ACT.
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
RESPECTS THE CONSOLIDATED RESULTS OF OPERATIONS OF THE COMPANY FOR THE PERIODS
OR AS OF THE DATES THEREIN SET FORTH IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED DURING THE PERIODS INVOLVED (EXCEPT THAT THE INTERIM REPORTS ARE SUBJECT
TO ADJUSTMENTS WHICH MIGHT BE REQUIRED AS A RESULT OF YEAR END AUDIT ADJUSTMENTS
AND EXCEPT AS OTHERWISE STATED THEREIN). SUCH FINANCIAL STATEMENTS INCLUDED IN
THE SEC REPORTS WERE, AT THAT TIME THEY WERE FILED, CONSISTENT WITH THE BOOKS
AND RECORDS OF THE COMPANY IN ALL MATERIAL RESPECTS AND COMPLIED AS TO FORM IN
ALL MATERIAL RESPECTS WITH THEN APPLICABLE ACCOUNTING REQUIREMENTS AND WITH THE
RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO.
THE COMPANY KEEPS
ACCOUNTING RECORDS IN ACCORDANCE WITH GAAP IN WHICH ALL MATERIAL ASSETS AND
LIABILITIES, AND ALL MATERIAL TRANSACTIONS, INCLUDING OFF-BALANCE SHEET
TRANSACTIONS, OF THE COMPANY ARE RECORDED IN MATERIAL CONFORMITY WITH APPLICABLE
ACCOUNTING PRINCIPLES.
6
3.7
MATERIAL CHANGES.
EXCEPT AS SET FORTH IN THE SEC REPORTS OR
OTHERWISE DISCLOSED HEREIN, SINCE JUNE 30, 2004, THERE HAS BEEN NO MATERIAL
ADVERSE EFFECT IN RESPECT OF THE COMPANY.
EXCEPT AS SET FORTH IN THE SEC
REPORTS OR OTHERWISE DISCLOSED HEREIN, SINCE JUNE 30, 2004 THERE HAS NOT BEEN:
(I) ANY DIRECT OR INDIRECT REDEMPTION, PURCHASE OR OTHER ACQUISITION BY THE
COMPANY OF ANY SHARES OF THE COMMON STOCK; (II) ANY DECLARATION, SETTING ASIDE
OR PAYMENT OF ANY DIVIDEND OR OTHER DISTRIBUTION BY THE COMPANY WITH RESPECT TO
THE COMMON STOCK; (III) ANY MATERIAL LIABILITIES (ABSOLUTE, ACCRUED OR
CONTINGENT) INCURRED OR ASSUMED BY THE COMPANY, OTHER THAN CURRENT LIABILITIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS, LIABILITIES UNDER CONTRACTS ENTERED
INTO IN THE ORDINARY COURSE OF BUSINESS, PURCHASE PRICE PAYMENT OBLIGATIONS
INCURRED IN CONNECTION WITH THE ACQUISITIONS OF RED ROCK COMMUNICATIONS
SOLUTIONS, INC. AND INTEGRATION TECHNOLOGIES, INC., AND