BE FILED BY IT WITH THE SEC PURSUANT
TO THE REPORTING REQUIREMENTS OF THE EXCHANGE ACT (ALL OF THE FOREGOING FILED
PRIOR TO THE DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND FINANCIAL
STATEMENTS AND SCHEDULES THERETO AND DOCUMENTS (OTHER THAN EXHIBITS)
INCORPORATED BY REFERENCE THEREIN, BEING HEREINAFTER REFERRED TO HEREIN AS THE
"SEC DOCUMENTS").
THE COMPANY HAS DELIVERED TO EACH INVESTOR, OR EACH INVESTOR
HAS HAD ACCESS TO, TRUE AND COMPLETE COPIES OF THE SEC DOCUMENTS, EXCEPT FOR
SUCH EXHIBITS AND INCORPORATED DOCUMENTS.
AS OF THEIR RESPECTIVE DATES, THE SEC
DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
EXCHANGE ACT OR THE SECURITIES ACT, AS THE CASE MAY BE, AND THE RULES AND
REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE TO THE SEC DOCUMENTS,
AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE SEC,
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.
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED IN THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF
THE SEC WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY
APPLIED, 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 AS OF THE DATES THEREOF AND THE
RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED (SUBJECT, IN
THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
EXCEPT
AS SET FORTH IN THE FINANCIAL STATEMENTS INCLUDED IN THE SEC DOCUMENTS, THE
COMPANY HAS NO LIABILITIES, CONTINGENT OR OTHERWISE, OTHER THAN LIABILITIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS SUBSEQUENT TO JUNE 30, 2005, AND
LIABILITIES OF THE TYPE NOT REQUIRED UNDER GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES TO BE REFLECTED IN SUCH FINANCIAL STATEMENTS.
SUCH LIABILITIES
INCURRED SUBSEQUENT TO JUNE 30, 2005, ARE NOT, IN THE AGGREGATE, MATERIAL TO THE
FINANCIAL CONDITION OR OPERATING RESULTS OF THE COMPANY.
3.7
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS
DISCLOSED IN THE SEC DOCUMENTS, SINCE JUNE 30, 2005, THERE HAS BEEN NO MATERIAL
ADVERSE CHANGE IN THE ASSETS, LIABILITIES, BUSINESS, PROPERTIES, OPERATIONS,
FINANCIAL CONDITION, PROSPECTS OR RESULTS OF OPERATIONS OF THE COMPANY, AND THE
COMPANY HAS NOT (I) VARIED ITS BUSINESS PLAN OR PRACTICES, IN ANY MATERIAL
RESPECT, FROM PAST PRACTICES, (II) ENTERED INTO ANY MATERIAL FINANCING, JOINT
VENTURE, LICENSE OR SIMILAR ARRANGEMENTS OR (III) SUFFERED OR PERMITTED TO BE
INCURRED ANY LIABILITY OR OBLIGATION AGAINST ANY OF ITS PROPERTIES OR ASSETS
THAT WOULD LIMIT OR RESTRICT ITS ABILITY