COMPANY, ENFORCEABLE IN ACCORDANCE WITH
THEIR TERMS.
7
SECTION 2.04.
AUTHORIZED CAPITAL STOCK. THE
AUTHORIZED CAPITAL STOCK OF THE COMPANY CONSISTS OF 450,000,000 SHARES OF COMMON
STOCK, $.0001 PAR VALUE PER SHARE, AND 10,000,000 SHARES OF PREFERRED STOCK,
$0.0001 PAR VALUE PER SHARE ("PREFERRED STOCK"). AS OF THE DATE OF THIS
AGREEMENT, 81,164,636 SHARES OF COMMON STOCK AND NO SHARES OF PREFERRED STOCK
WERE VALIDLY ISSUED AND OUTSTANDING, FULLY PAID AND NONASSESSABLE. EXCEPT AS
DISCLOSED IN SEC REPORTS (AS DEFINED BELOW), THERE ARE NO OPTIONS, WARRANTS AND
CONVERTIBLE SECURITIES OF THE COMPANY, AND ANY OTHER RIGHTS TO ACQUIRE
SECURITIES OF THE COMPANY. ALL OUTSTANDING SECURITIES OF THE COMPANY ARE VALIDLY
ISSUED, FULLY PAID AND NONASSESSABLE. NO STOCKHOLDER OF THE COMPANY IS ENTITLED
TO ANY PREEMPTIVE RIGHTS WITH RESPECT TO THE PURCHASE OF OR SALE OF ANY
SECURITIES OF THE COMPANY.
SECTION 2.05.
SEC FILINGS, OTHER FILINGS AND
REGULATORY COMPLIANCE. SINCE JANUARY 1, 2002, THE COMPANY HAS TIMELY MADE ALL
FILINGS REQUIRED TO BE MADE BY IT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"). THE COMPANY HAS DELIVERED OR MADE ACCESSIBLE TO
THE PURCHASERS TRUE, ACCURATE AND COMPLETE COPIES OF (A) THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2005, (B) THE COMPANY'S
QUARTERLY REPORTS ON FORM 10-Q FOR THE FISCAL QUARTERS ENDED SEPTEMBER 30, 2005
AND DECEMBER 31, 2005, (C) THE COMPANY'S DEFINITIVE PROXY STATEMENT DATED
NOVEMBER 17, 2005 RELATING TO ITS ANNUAL MEETING OF STOCKHOLDERS, AND (D) ALL
THE COMPANY'S CURRENT REPORTS ON FORM 8-K FILED SINCE JULY 1, 2005
(COLLECTIVELY, THE "SEC REPORTS"). THE SEC REPORTS WHEN FILED, COMPLIED IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT AND THE
SARBANES-OXLEY ACT OF 2002, IF AND TO THE EXTENT APPLICABLE, AND THE RULES AND
REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") THEREUNDER
APPLICABLE TO THE SEC REPORTS. NONE OF THE SEC REPORTS, AT THE TIME OF FILING,
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 NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE.
THE COMPANY HAS TAKEN, OR WILL HAVE TAKEN PRIOR TO THE CLOSING, ALL NECESSARY
ACTIONS TO MAINTAIN ELIGIBILITY OF ITS COMMON STOCK FOR TRADING ON OTC BULLETIN
BOARD UNDER ALL CURRENTLY EFFECTIVE INCLUSION REQUIREMENTS. EACH BALANCE SHEET
INCLUDED IN THE SEC REPORTS (INCLUDING ANY RELATED NOTES AND SCHEDULES) FAIRLY
PRESENTS IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE
COMPANY AS OF ITS DATE, AND EACH OF THE OTHER FINANCIAL STATEMENTS INCLUDED IN
THE SEC REPORTS (INCLUDING ANY RELATED NOTES AND SCHEDULES) FAIRLY PRESENTS IN
ALL MATERIAL RESPECT THE CONSOLIDATED RESULTS OF OPERATIONS OF THE COMPANY FOR
THE PERIODS OR AS OF THE DATES THEREIN SET FORTH IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") CONSISTENTLY APPLIED DURING THE PERIODS
INDICATED OR AS A RESULT OF YEAR END ADJUSTMENTS AND EXCEPT AS