STOCK OF THE COMPANY AND ITS SUBSIDIARIES ARE
VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE, HAVE BEEN ISSUED IN COMPLIANCE
WITH ALL FEDERAL AND STATE SECURITIES LAWS, AND NONE OF SUCH OUTSTANDING SHARES
WAS ISSUED IN VIOLATION OF ANY PREEMPTIVE RIGHTS OR SIMILAR RIGHTS TO SUBSCRIBE
FOR OR PURCHASE SECURITIES.
NO FURTHER APPROVAL OR AUTHORIZATION OF ANY
STOCKHOLDER, THE BOARD OF DIRECTORS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
OTHERS IS REQUIRED FOR THE ISSUANCE AND SALE OF THE SECURITIES.
THERE ARE NO
STOCKHOLDERS AGREEMENTS, VOTING AGREEMENTS OR OTHER SIMILAR AGREEMENTS WITH
RESPECT TO THE COMPANY'S OR ANY OF ITS SUBSIDIARIES' CAPITAL STOCK TO WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR, TO THE KNOWLEDGE OF THE
COMPANY, BETWEEN OR AMONG ANY OF THE COMPANY'S STOCKHOLDERS OR ANY STOCKHOLDER
OF ITS SUBSIDIARIES.
THE COMPANY HAS NO OUTSTANDING INDEBTEDNESS EXCEPT FOR THE
INDEBTEDNESS DESCRIBED IN SECTION 2.3(B)(XII).
(H)
SEC REPORTS; FINANCIAL STATEMENTS.
EXCEPT AS SET FORTH ON
SCHEDULE 3.1(H), THE COMPANY'S MANAGEMENT HAS FILED ALL REPORTS REQUIRED TO BE
FILED BY IT UNDER THE SECURITIES ACT AND THE EXCHANGE ACT, INCLUDING PURSUANT TO
SECTION 13(A) OR 15(D) THEREOF, SINCE MARCH 2, 2007 AND TO THE COMPANY'S
KNOWLEDGE, THE PRIOR MANAGEMENT FILED ALL REQUIRED REPORTS WITH THE SEC FOR THE
TWO YEARS PRECEDING MARCH 2, 2007 (OR SUCH SHORTER PERIOD AS THE COMPANY WAS
REQUIRED BY LAW TO FILE SUCH MATERIAL) (THE FOREGOING MATERIALS, INCLUDING THE
EXHIBITS THERETO, 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.
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 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.
EXCEPT AS SET FORTH ON SCHEDULE 3.1(H), THE
FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES, INCLUDING THOSE
FINANCIAL STATEMENTS INCLUDED IN THE CURRENT REPORT ON FORM 8-K FILED MARCH 8,
2007 DESCRIBING THE REVERSE MERGER OF THE COMPANY AND INFORMATION INTELLECT,
INC. ON MARCH 2, 2007 INCLUDING THE COMPANY'S FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 2006 AS EXHIBIT 99.1,
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 UNITED STATES
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 EXCEPT THAT UNAUDITED FINANCIAL
STATEMENTS MAY NOT