FILED WITH THE SEC (I) ITS FORM 10-A
FILED JUNE 24, 2005 AND (II) ALL OTHER FORMS, REPORTS AND OTHER REGISTRATION
STATEMENTS FILED BY THE COMPANY WITH THE SEC AFTER MARCH 15, 2005 AND BEFORE THE
CLOSING DATE, INCLUDING THE FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2005 (THE
FORMS, REPORTS AND OTHER DOCUMENTS REFERRED TO IN CLAUSES (I) AND (II) ABOVE,
TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO BEING REFERRED TO HEREIN,
COLLECTIVELY, AS THE "COMPANY REPORTS").
REGARDLESS OF WHETHER THE COMPANY
REPORTS WERE REQUIRED TO BE FILED UNDER THE SECURITIES ACT OR EXCHANGE ACT, THE
COMPANY REPORTS (I) WERE PREPARED, IN ALL MATERIAL RESPECTS, IN ACCORDANCE WITH
THE APPLICABLE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT, AS THE
CASE MAY BE, AND (II) DID NOT AS SUBSEQUENTLY AMENDED CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
NO
SUBSIDIARY IS REQUIRED TO FILE REPORTS WITH THE SEC UNDER SECTION 13 OR 15(D) OF
THE EXCHANGE ACT.
(B)
EACH OF THE FINANCIAL STATEMENTS (INCLUDING
ANY NOTES THERETO) CONTAINED IN THE COMPANY REPORTS AND THE UNAUDITED
CONSOLIDATED BALANCE SHEET OF THE COMPANY AS OF JUNE 30, 2005 AND THE RELATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS FOR THE
NINE-MONTH PERIOD THEN ENDED (COLLECTIVELY, THE "FINANCIAL STATEMENTS"),
COMPLIES AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT
THERETO AND WAS PREPARED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH GAAP
APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS INDICATED (EXCEPT AS MAY BE
INDICATED IN THE NOTES THERETO) AND EACH FAIRLY PRESENTED IN ALL MATERIAL
RESPECTS (SUBJECT TO, IN THE CASE OF THE UNAUDITED STATEMENTS, TO NORMAL,
RECURRING AUDIT ADJUSTMENTS, NONE OF WHICH ARE MATERIAL INDIVIDUALLY OR IN THE
AGGREGATE) THE CONSOLIDATED FINANCIAL POSITION, RESULTS OF OPERATIONS,
STOCKHOLDERS' EQUITY AND CASH FLOWS OF THE COMPANY GROUP AS AT THE RESPECTIVE
DATES THEREOF AND FOR THE RESPECTIVE PERIODS INDICATED THEREIN.
AS OF THE DATES
OF THE FINANCIAL STATEMENTS, THE COMPANY HAD NO INDEBTEDNESS OR OTHER LIABILITY,
WHICH WAS NOT REFLECTED OR RESERVED AGAINST IN THE BALANCE SHEETS THERETO WHICH
ARE PART OF THE FINANCIAL STATEMENTS, EXCEPT FOR (I) LIABILITIES INCURRED IN THE
ORDINARY COURSE OF BUSINESS SUBSEQUENT TO MARCH 31, 2005 AND (II) LIABILITIES
INCURRED UNDER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND NOT
REQUIRED UNDER GAAP TO BE REFLECTED IN THE FINANCIAL STATEMENTS.
4.6
Absence of Certain Changes.
Except as set
forth on Schedule 4.6, since March 31, 2005 (the "Most Recent Balance Sheet
Date"), no member of the Company Group has:
(A)
INCURRED ANY LIABILITIES OTHER THAN CURRENT
LIABILITIES INCURRED, OR LIABILITIES UNDER CONTRACTS ENTERED INTO, IN THE
ORDINARY COURSE OF BUSINESS AND FOR INDIVIDUAL AMOUNTS NOT GREATER THAN
$350,000;
14
(B)
PAID, DISCHARGED