AUTHORITY.
7
(6)
LITIGATION.
THERE ARE NO PENDING, OR TO
THE COMPANY'S KNOWLEDGE THREATENED, LEGAL OR GOVERNMENTAL PROCEEDINGS AGAINST
THE COMPANY.
(7)
ACCURACY OF REPORTS.
ALL REPORTS REQUIRED
TO BE FILED BY THE COMPANY WITHIN THE TWO YEARS PRIOR TO THE DATE OF THIS
AGREEMENT (THE "SEC REPORTS") UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"), HAVE BEEN FILED WITH THE SEC, COMPLIED AT THE TIME
OF FILING IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THEIR RESPECTIVE
FORMS AND WERE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATES AT
WHICH THE INFORMATION WAS FURNISHED, AND CONTAINED (AS OF SUCH DATES) NO UNTRUE
STATEMENTS OF A MATERIAL FACT NOR OMITTED TO STATE ANY MATERIAL FACT NECESSARY
IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(8)
FINANCIAL INFORMATION.
THE COMPANY'S
FINANCIAL STATEMENTS THAT APPEAR IN THE SEC REPORTS HAVE BEEN PREPARED IN
ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP"),
EXCEPT IN THE CASE OF UNAUDITED STATEMENTS AS PERMITTED BY FORM 10-QSB OF THE
SEC OR AS MAY BE INDICATED THEREIN OR IN THE NOTES THERETO, APPLIED ON A
CONSISTENT BASIS THROUGHOUT THE PERIODS INDICATED, AND SUCH FINANCIAL STATEMENTS
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY AS OF THE DATES AND FOR THE PERIODS INDICATED THEREIN.
(9)
ACCOUNTING CONTROLS.
THE COMPANY AND EACH
OF ITS SUBSIDIARIES MAINTAINS A SYSTEM OF INTERNAL ACCOUNTING CONTROLS
SUFFICIENT TO PROVIDE REASONABLE ASSURANCES THAT (I) TRANSACTIONS ARE EXECUTED
IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION;
(II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN ACCOUNTABILITY FOR ASSETS;
(III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL
OR SPECIFIC AUTHORIZATION; AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS
TAKEN WITH RESPECT TO ANY DIFFERENCES.
(10)
SARBANES-OXLEY ACT OF 2002.
THE COMPANY IS, AND
WILL BE AT ALL TIMES DURING THE PERIOD THAT THE COMPANY MUST MAINTAIN
EFFECTIVENESS OF THE REGISTRATION STATEMENT AS PROVIDED HEREIN, IN COMPLIANCE,
IN ALL MATERIAL RESPECTS, WITH ALL APPLICABLE PROVISIONS OF THE SARBANES-OXLEY
ACT OF 2002 AND ALL RULES AND REGULATIONS OF THE SEC OR OTHER GOVERNMENTAL,
REGULATORY (INCLUDING SELF-REGULATORY) OR SIMILAR AGENCY OR ORGANIZATION,
PROMULGATED THEREUNDER OR IMPLEMENTING THE PROVISIONS THEREOF THAT ARE IN EFFECT
AND IS TAKING REASONABLE STEPS TO ENSURE THAT IT WILL BE IN COMPLIANCE WITH
OTHER APPLICABLE PROVISIONS OF THE SARBANES-OXLEY ACT OF 2002 NOT CURRENTLY IN
EFFECT UPON THE EFFECTIVENESS OF SUCH PROVISIONS.
(11)
ABSENCE OF CERTAIN CHANGES.
SINCE THE DATE OF
THE COMPANY'S FINANCIAL STATEMENTS IN FORM 10-QSB FOR THE FISCAL QUARTER ENDED
DECEMBER 31, 2004, THERE HAS NOT OCCURRED A MATERIAL ADVERSE EFFECT, EXCEPT IN
EACH CASE AS EXPRESSLY DESCRIBED IN THE MEMORANDUM.
(12)
INVESTMENT COMPANY.
THE COMPANY IS NOT AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF SUCH TERM UNDER