IS BOUND, AND THE COMPANY AND ITS SUBSIDIARIES ARE NOT IN
VIOLATION OF ANY PROVISION OF ANY FEDERAL OR STATE STATUTE, RULE OR REGULATION
APPLICABLE TO THE COMPANY OR ANY SUBSIDIARY.
8
(M)
(I)
INCLUDED IN THE COMPANY REPORTS IS THE BALANCE SHEET
DATED DECEMBER 31, 2007 (THE "2007 BALANCE SHEET"), AND STATEMENTS OF OPERATION,
STOCKHOLDERS' EQUITY AND CASH FLOWS FOR THE YEAR THEN ENDED (COLLECTIVELY, THE
"FINANCIAL STATEMENTS"), AUDITED BY ERNST & YOUNG LLP, INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF THE COMPANY, EACH OF WHICH FINANCIAL STATEMENTS HAS BEEN
PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE
UNITED STATES ("U.S. GAAP") CONSISTENTLY APPLIED, AND FAIRLY PRESENT THE
FINANCIAL POSITION OF THE COMPANY AS OF THE DATE OF SUCH FINANCIAL STATEMENTS
AND THE RESULTS OF ITS OPERATIONS FOR THE PERIOD COVERED THEREBY, SUBJECT ONLY
TO THE MATTERS DESCRIBED IN THE ACCOUNTANT'S REPORT ATTACHED THERETO.
ALSO
INCLUDED IN THE COMPANY REPORTS IS THE JUNE 30, 2008 BALANCE SHEET AND THE
STATEMENTS OF OPERATION AND CASH FLOWS FOR THE PERIOD FROM JANUARY 1, 2008,
THROUGH JUNE 30, 2008 (COLLECTIVELY, THE "UNAUDITED FINANCIAL STATEMENTS").
THE
UNAUDITED FINANCIAL STATEMENTS ARE COMPLETE AND CORRECT, ARE IN ACCORDANCE WITH
THE BOOKS AND RECORDS OF THE COMPANY AND PRESENT FAIRLY THE FINANCIAL CONDITION
AND RESULTS OF OPERATION OF THE COMPANY, AS AT THE DATES AND FOR THE PERIODS
INDICATED, AND HAVE BEEN PREPARED IN ACCORDANCE WITH U.S. GAAP CONSISTENTLY
APPLIED, EXCEPT THAT THE UNAUDITED FINANCIAL STATEMENTS MAY NOT BE IN ACCORDANCE
WITH U.S. GAAP SOLELY BECAUSE OF THE ABSENCE OF FOOTNOTES NORMALLY CONTAINED
THEREIN AND ARE SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS.
SPECIFICALLY, BUT
NOT BY WAY OF LIMITATION, THE JUNE 30, 2008 BALANCE SHEET DISCLOSES ALL OF THE
COMPANY'S DEBTS, LIABILITIES AND OBLIGATIONS OF ANY NATURE, WHETHER DUE OR TO
BECOME DUE, AS OF THEIR RESPECTIVE DATES (INCLUDING, WITHOUT LIMITATION,
ABSOLUTE, ACCRUED AND CONTINGENT LIABILITIES) TO THE EXTENT SUCH DEBTS,
LIABILITIES AND OBLIGATIONS ARE REQUIRED TO BE DISCLOSED IN ACCORDANCE WITH U.S.
GAAP.
(II)
SINCE THE DATE OF THE JUNE 30, 2008 BALANCE SHEET AND
OTHER THAN AS SET FORTH IN THE COMPANY REPORTS, THERE HAS NOT BEEN:
(A)
ANY DAMAGE, DESTRUCTION OR LOSS TO ANY PROPERTY
OF THE COMPANY OR ITS SUBSIDIARIES, WHETHER OR NOT COVERED BY INSURANCE, THAT
HAS HAD, OR WILL HAVE, A MATERIAL ADVERSE EFFECT;
(B)
ANY WAIVER BY THE COMPANY OR ANY SUBSIDIARY
OF A MATERIAL RIGHT OR OF A MATERIAL DEBT OWED TO IT;
(C)
ANY SATISFACTION OR DISCHARGE OF ANY LIEN,
CLAIM OR ENCUMBRANCE OR PAYMENT OF ANY OBLIGATION BY THE COMPANY OR ANY
SUBSIDIARY, EXCEPT SUCH A SATISFACTION, DISCHARGE OR PAYMENT MADE IN THE
ORDINARY COURSE OF BUSINESS THAT WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
(D)
ANY CHANGE OR AMENDMENT TO A MATERIAL CONTRACT
OR ARRANGEMENT BY WHICH THE COMPANY, ANY SUBSIDIARY OR ANY OF THEIR ASSETS OR
PROPERTIES IS BOUND OR SUBJECT;
(E)
ANY MATERIAL CHANGE IN ANY COMPENSATION
ARRANGEMENT OR AGREEMENT WITH ANY PRESENT OR PROSPECTIVE EMPLOYEE, CONTRACTOR OR