RESPECT TO WHICH PARENT WOULD BE REQUIRED TO FILE,
ANY REPORT ON FORM 8-K SINCE OCTOBER 3, 2012. PRIOR TO AND UNTIL THE CLOSING,
PARENT WILL PROVIDE TO THE COMPANY COPIES OF ANY AND ALL AMENDMENTS OR
SUPPLEMENTS TO THE PARENT SEC DOCUMENTS FILED WITH THE COMMISSION SINCE JULY 12,
2011, AND ALL SUBSEQUENT REGISTRATION STATEMENTS AND REPORTS FILED BY PARENT
SUBSEQUENT TO THE FILING OF THE PARENT SEC DOCUMENTS WITH THE COMMISSION AND ANY
AND ALL SUBSEQUENT DOCUMENTS OR NOTICES FILED BY THE PARENT WITH THE COMMISSION
OR DELIVERED TO THE STOCKHOLDERS OF PARENT.
(E)
PARENT IS NOT AN INVESTMENT COMPANY WITHIN THE MEANING OF
SECTION 3 OF THE INVESTMENT COMPANY ACT.
(F)
THE SHARES OF PARENT COMMON STOCK ARE QUOTED ON THE
OVER-THE-COUNTER (OTC) BULLETIN BOARD UNDER THE SYMBOL "CLRS.OB," AND PARENT IS
IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL RULES AND REGULATIONS OF THE OTC BULLETIN BOARD
APPLICABLE TO IT AND THE PARENT COMMON STOCK AND, EXCEPT AS DISCLOSED ON
SCHEDULE 3.10, HAS NO KNOWLEDGE OR NOTICE OF ANY TRADING IRREGULARITIES WITH
RESPECT TO THE PARENT COMMON STOCK INCLUDING, WITHOUT LIMITATION, PRICE
MANIPULATION.
(G)
THE PARENT SEC DOCUMENTS INCLUDE ALL CERTIFICATIONS AND
STATEMENTS REQUIRED OF IT, IF ANY, BY (I) RULE 13A-14 OR 15D-14 UNDER THE
EXCHANGE ACT, AND (II) 18 U.S.C. SECTION 1350 (SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002), AND EACH OF SUCH CERTIFICATIONS AND STATEMENTS CONTAIN NO
QUALIFICATIONS OR EXCEPTIONS TO THE MATTERS CERTIFIED THEREIN OTHER THAN A
KNOWLEDGE QUALIFICATION, PERMITTED UNDER SUCH PROVISION, AND HAVE NOT BEEN
MODIFIED OR WITHDRAWN AND NEITHER PARENT NOR ANY OF ITS OFFICERS HAS RECEIVED
ANY NOTICE FROM THE SEC OR ANY OTHER GOVERNMENTAL ENTITY QUESTIONING OR
CHALLENGING THE ACCURACY, COMPLETENESS, FORM OR MANNER OF FILING OR SUBMISSION
OF SUCH CERTIFICATIONS OR STATEMENTS.
3.11
FINANCIAL STATEMENTS.
THE BALANCE SHEETS, AND STATEMENTS
OF INCOME, CHANGES IN FINANCIAL POSITION AND STOCKHOLDERS' EQUITY CONTAINED IN
THE PARENT SEC DOCUMENTS (I) HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED
ON A BASIS CONSISTENT WITH PRIOR PERIODS (AND, IN THE CASE OF UNAUDITED
FINANCIAL INFORMATION, ON A BASIS CONSISTENT WITH YEAR-END AUDITS), (II) ARE IN
ACCORDANCE WITH THE BOOKS AND RECORDS OF THE PARENT, AND (III) PRESENT FAIRLY IN
ALL MATERIAL RESPECTS THE FINANCIAL CONDITION OF THE PARENT AT THE DATES THEREIN
SPECIFIED AND THE RESULTS OF ITS OPERATIONS AND CHANGES IN FINANCIAL POSITION
FOR THE PERIODS THEREIN SPECIFIED. THE FINANCIAL STATEMENTS INCLUDED IN THE
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011 (THE "PARENT
FINANCIAL STATEMENTS") WERE AUDITED BY, AND INCLUDE THE RELATED OPINION OF
SADLER GIBB & ASSOCIATES, PARENT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
3.12
EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS. SINCE DECEMBER
31, 2012, THERE HAS NOT BEEN:
(A)
ANY SALE, LEASE, TRANSFER, LICENSE OR ASSIGNMENT OF ANY
ASSETS, TANGIBLE OR INTANGIBLE, OF PARENT;
(B)
ANY DAMAGE, DESTRUCTION OR PROPERTY LOSS, WHETHER OR NOT
COVERED BY INSURANCE, AFFECTING ADVERSELY THE PROPERTIES OR BUSINESS OF PARENT;
(C)
ANY DECLARATION OR SETTING ASIDE OR PAYMENT OF