DOCUMENTS REQUIRED TO BE FILED BY IT WITH
THE COMMISSION PURSUANT TO THE REPORTING REQUIREMENTS OF THE EXCHANGE ACT,
INCLUDING MATERIAL FILED PURSUANT TO SECTION 13(A) OR 15(D) OF THE EXCHANGE ACT
(ALL OF THE FOREGOING INCLUDING FILINGS INCORPORATED BY REFERENCE THEREIN BEING
REFERRED TO HEREIN AS THE "COMMISSION DOCUMENTS").
THE COMPANY HAS DELIVERED OR
MADE AVAILABLE TO EACH OF THE PURCHASERS TRUE AND COMPLETE COPIES OF THE
COMMISSION DOCUMENTS.
THE COMPANY HAS NOT PROVIDED TO THE PURCHASERS ANY
MATERIAL NON-PUBLIC INFORMATION OR OTHER INFORMATION WHICH, ACCORDING TO
APPLICABLE LAW, RULE OR REGULATION, WAS REQUIRED TO HAVE BEEN DISCLOSED PUBLICLY
BY THE COMPANY BUT WHICH HAS NOT BEEN SO DISCLOSED, OTHER THAN WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
AT THE TIMES OF THEIR
RESPECTIVE FILINGS, THE FORM 10-KSB AND THE FORM 10-QSB COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE EXCHANGE ACT AND THE RULES AND REGULATIONS
OF THE COMMISSION PROMULGATED THEREUNDER AND OTHER FEDERAL, STATE AND LOCAL
LAWS, RULES AND REGULATIONS APPLICABLE TO SUCH DOCUMENTS, AND, AS OF THEIR
RESPECTIVE DATES, NONE OF THE FORM 10-KSB AND THE FORM 10-QSB 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 COMMISSION DOCUMENTS COMPLY
AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND
THE PUBLISHED RULES AND REGULATIONS OF THE COMMISSION OR OTHER APPLICABLE RULES
AND REGULATIONS WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN
PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("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 OR SUMMARY STATEMENTS), AND
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY
AND ITS SUBSIDIARIES AS OF 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 (INDIVIDUALLY OR IN THE AGGREGATE) YEAR-END
AUDIT ADJUSTMENTS).
(G)
SUBSIDIARIES.
SCHEDULE 2.1(G) HERETO SETS FORTH EACH SUBSIDIARY
OF THE COMPANY, SHOWING THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION
AND SHOWING THE
5
PERCENTAGE OF EACH PERSON'S OWNERSHIP.
FOR THE PURPOSES OF THIS AGREEMENT,
"SUBSIDIARY" SHALL MEAN ANY CORPORATION OR OTHER ENTITY OF WHICH AT LEAST A
MAJORITY OF THE SECURITIES OR OTHER OWNERSHIP INTEREST HAVING ORDINARY VOTING
POWER (ABSOLUTELY OR CONTINGENTLY) FOR THE ELECTION OF DIRECTORS OR OTHER
PERSONS PERFORMING SIMILAR FUNCTIONS ARE AT THE TIME OWNED DIRECTLY OR
INDIRECTLY BY THE COMPANY AND/OR ANY OF ITS OTHER SUBSIDIARIES.
ALL OF THE
OUTSTANDING SHARES OF CAPITAL STOCK OF EACH SUBSIDIARY HAVE BEEN DULY AUTHORIZED
AND VALIDLY ISSUED, AND ARE FULLY PAID AND NONASSESSABLE.