AMENDED (THE "EXCHANGE ACT"), INCLUDING PURSUANT TO
SECTION 13(A) OR 15(D) OF THE EXCHANGE ACT, SINCE ITS INCEPTION AS A PUBLIC
REPORTING COMPANY (THE FOREGOING MATERIALS 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. THE SELLERS HAS IDENTIFIED AND MADE AVAILABLE TO THE
PURCHASER A COPY OF ALL SEC REPORTS FILED WITHIN THE 10 DAYS PRECEDING THE DATE
OF THIS AGREEMENT. AS OF THEIR RESPECTIVE DATES, THE SEC REPORTS COMPLIED IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE
ACT, AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION
(THE "COMMISSION") PROMULGATED THEREUNDER, AND NONE OF THE SEC REPORTS, 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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING. THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC
REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS
AND THE RULES AND REGULATIONS OF THE COMMISSION WITH RESPECT THERETO AS IN
EFFECT AT THE TIME OF FILING. SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT
BASIS DURING THE PERIODS INVOLVED ("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED
IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES 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 UNAUDITED
STATEMENTS, TO NORMAL, IMMATERIAL, YEAR-END AUDIT ADJUSTMENTS.
3
(B)
EXCEPT AS SET FORTH IN ITS FORM S-1/A FOR THE FISCAL YEAR
ENDED MARCH 31, 2011, CLSR HAS NOT BEEN ENGAGED IN ANY OTHER BUSINESS ACTIVITY
SINCE AT LEAST SEPTEMBER 30, 2011.
(C)
SINCE THE DATE OF THE FILING OF ITS QUARTERLY REPORT ON FORM
10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2011, EXCEPT AS SPECIFICALLY DISCLOSED
IN THE SEC REPORTS: (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT THAT
HAS HAD OR THAT COULD RESULT IN A MATERIAL ADVERSE EFFECT; (II) THE COMPANY HAS
NOT INCURRED ANY LIABILITIES (CONTINGENT OR OTHERWISE) OR AMENDED OF ANY
MATERIAL TERM OF ANY OUTSTANDING SECURITY; (III) THE COMPANY HAS NOT ALTERED ITS
METHOD OF ACCOUNTING OR THE IDENTITY OF ITS AUDITORS; (IV) THE COMPANY HAS NOT
DECLARED OR MADE ANY DIVIDEND OR DISTRIBUTION OF CASH OR OTHER PROPERTY TO ITS
STOCKHOLDERS OR PURCHASED, REDEEMED OR MADE ANY AGREEMENTS TO PURCHASE OR REDEEM
ANY SHARES OF ITS CAPITAL STOCK; (V) THE COMPANY HAS NOT ISSUED ANY EQUITY
SECURITIES TO ANY OFFICER, DIRECTOR OR AFFILIATE OF THE COMPANY; (VI) THE
COMPANY HAS NOT MADE ANY LOAN, ADVANCE OR CAPITAL CONTRIBUTIONS TO OR INVESTMENT
IN ANY