SCHEDULE 12(U), IT AND EACH OF ITS SUBSIDIARIES HAS FILED ALL PROXY STATEMENTS,
REPORTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT.
THE PARENT HAS FURNISHED LAURUS WITH COPIES OF:
(I) ITS ANNUAL REPORT ON FORM
10-KSB FOR ITS FISCAL YEAR ENDED DECEMBER 31, 2004; AND (II) ITS QUARTERLY
REPORTS ON FORM 10-QSB FOR ITS FISCAL QUARTERS ENDED MARCH 31, 2005, JUNE 30,
2005 AND SEPTEMBER 30, 2005, AND THE FORM 8-K FILINGS WHICH IT HAS MADE DURING
ITS FISCAL YEAR 2005 AND 2006 TO DATE (COLLECTIVELY, THE "SEC REPORTS").
EXCEPT
AS SET FORTH ON SCHEDULE 12(U), EACH SEC REPORT WAS, AT THE TIME OF ITS FILING,
IN SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS OF ITS RESPECTIVE FORM AND NONE
OF THE SEC REPORTS, NOR THE FINANCIAL STATEMENTS (AND THE NOTES THERETO)
INCLUDED IN THE SEC REPORTS, AS OF THEIR RESPECTIVE FILING DATES, 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 THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
SUCH FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT
BASIS DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE OTHERWISE INDICATED IN
SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO OR (II) IN THE CASE OF UNAUDITED
INTERIM STATEMENTS, TO THE EXTENT THEY MAY NOT INCLUDE FOOTNOTES OR MAY BE
CONDENSED) AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION,
THE RESULTS OF OPERATIONS AND
20
CASH FLOWS OF THE PARENT AND ITS SUBSIDIARIES, ON A CONSOLIDATED BASIS, AS OF,
AND FOR, THE PERIODS PRESENTED IN EACH SUCH SEC REPORT.
(V)
LISTING.
THE PARENT'S COMMON STOCK IS LISTED OR QUOTED, AS
APPLICABLE, ON THE PRINCIPAL MARKET AND SATISFIES ALL REQUIREMENTS FOR THE
CONTINUATION OF SUCH LISTING OR QUOTATION, AS APPLICABLE, AND THE PARENT SHALL
DO ALL THINGS NECESSARY FOR THE CONTINUATION OF SUCH LISTING OR QUOTATION, AS
APPLICABLE.
THE PARENT HAS NOT RECEIVED ANY NOTICE THAT ITS COMMON STOCK WILL
BE DELISTED FROM, OR NO LONGER QUOTED ON, AS APPLICABLE, THE PRINCIPAL MARKET OR
THAT ITS COMMON STOCK DOES NOT MEET ALL REQUIREMENTS FOR SUCH LISTING OR
QUOTATION, AS APPLICABLE.
(W)
NO INTEGRATED OFFERING.
NEITHER IT, NOR ANY OF ITS SUBSIDIARIES
NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS
DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICITED ANY
OFFERS TO BUY ANY SECURITY UNDER CIRCUMSTANCES THAT WOULD CAUSE THE OFFERING OF
THE SECURITIES PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO BE
INTEGRATED WITH PRIOR OFFERINGS BY IT FOR PURPOSES OF THE SECURITIES ACT WHICH
WOULD PREVENT IT FROM ISSUING THE SECURITIES PURSUANT TO RULE 506 UNDER THE
SECURITIES ACT, OR ANY APPLICABLE EXCHANGE-RELATED STOCKHOLDER APPROVAL
PROVISIONS, NOR WILL IT OR ANY OF ITS AFFILIATES OR SUBSIDIARIES TAKE ANY ACTION
OR STEPS THAT WOULD CAUSE THE OFFERING OF THE SECURITIES TO BE INTEGRATED WITH
OTHER