Common use of Financial Statements; Accounts Receivable Clause in Contracts

Financial Statements; Accounts Receivable. (a) The Company’s: (i) Form 10-KSB for the year ended December 31, 2005, as filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2006; and (ii) unaudited balance sheet, statements of operations, shareholders’ equity and cash flow as of and for the three months ended March 31, 2006 (the “Balance Sheet Date”), complete and correct copies of which are attached hereto as Schedule 3.5(a) (collectively, the “Financial Statements”), present fairly the financial position of the Company as of such dates and the results of operations for the periods covered thereby (subject, in the case of the interim financial statements, to year-end audit adjustments) and have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), except as to the absence of footnotes thereto. Specifically, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature of the Company properly accrued at December 31, 2005 and at the Balance Sheet Date which, individually or in the aggregate, are material and which in accordance with GAAP would be required to be disclosed in such balance sheets, and the omission of which would, in the aggregate, have a Material Adverse Effect on the Company; (y) except as set forth on Schedule 3.5(a), the Company does not have any off-balance sheet arrangements or transactions; and (z) the Financial Statements include appropriate reserves for all taxes and other liabilities accrued at such date but not yet payable. (b) All accounts receivable of the Company referenced in the Financial Statements (except such accounts receivable as have been collected since such date) are valid and enforceable claims, and the goods and services sold and delivered which gave rise to such accounts were sold and delivered in conformity with the applicable purchase orders, payor contracts, agreements and specifications. Such accounts receivable are subject to no valid defense or offsets. The Company’s uncollectible accounts will not exceed the reserves for doubtful accounts.

Financial Statements; Accounts Receivable. (a) The Company’s: Attached hereto as Section 4.8 of the Company Letter are the following financial statements (collectively the “Financial Statements”): (i) Form 10-KSB audited consolidated balance sheet for the fiscal year ended December 31, 20052006 and the statement of operations and cash flows and notes thereto for the period from March 15, as filed with the Securities and Exchange Commission (the “SEC”) on March 302006 through December 31, 2006, for the Company and its Subsidiary; and (ii) unaudited audited consolidated balance sheet, statements sheet and statement of operations, shareholders’ equity operations and cash flow flows and notes thereto as of and for the three months fiscal year ended March December 31, 2006 2007, for the Company and its Subsidiary; and (iii) unaudited consolidated balance sheet and statement of operations and cash flows as of and for the “Balance Sheet Date”)ten month period ended October 25, complete and correct copies of which are attached hereto as Schedule 3.5(a) 2008 (collectivelysuch date, the “Interim Financial Statements Date” and, such financial statements, the “Interim Financial Statements”)) for the Company and its Subsidiary. (b) The Financial Statements (including the notes thereto) (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) have been prepared in accordance with the books and records of the Company and its Subsidiary, (iii) present fairly the consolidated financial position condition of the Company and its Subsidiary as of such dates and the results of operations of the Company and its Subsidiary for such periods, (iv) contain reserves in accordance with GAAP, consistent with past practices, for all liabilities and obligations, whether absolute, contingent or otherwise, to the periods covered thereby extent required to be reserved on a consolidated balance sheet in accordance with GAAP, (subjectv) include provision, in accordance with GAAP, for all anticipated losses to the extent required to be provided on a consolidated balance sheet in accordance with GAAP, (vi) reflect all material transactions, agreements or accounts reflected in the Company’s books, records and underlying financials to the extent required to be disclosed on a consolidated balance sheet in accordance with GAAP, and (vii) reflect all transactions with Related Parties in accordance with GAAP, including, but not limited to, sales, purchases, loans, transfers, leasing arrangements, guarantees and amounts receivable from or payable to Related Parties to the extent required to be disclosed on a consolidated balance sheet in accordance with GAAP, except in each such case identified in subsections (i) through (vii) above as specifically disclosed in such Financial Statements, and, in the case of the interim financial statementsInterim Financial Statements, to except for normal year-end audit adjustments) and have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), except as to the absence of footnotes thereto. Specifically, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature of the Company properly accrued at December 31, 2005 and at the Balance Sheet Date which, individually or in the aggregate, are material and which in accordance with GAAP would be required to be disclosed in such balance sheets, adjustments and the omission of which would, in the aggregate, have a Material Adverse Effect on the Company; (y) except as set forth on Schedule 3.5(a), the Company does not have any off-balance sheet arrangements or transactions; and (z) the Financial Statements include appropriate reserves for all taxes footnote disclosures and other liabilities accrued at such date but not yet payablepresentation items. (bc) All accounts receivable of the Company referenced that are reflected in the Interim Financial Statements or on the accounting records of the Company as of the Closing Date (except such accounts receivable as have been collected since such datecollectively, the “Accounts Receivable”) are represent or will represent valid and enforceable claimsobligations arising from sales actually made or services actually performed in the ordinary course of business. Neither the Company nor its Subsidiary has received written notice, and nor to the goods and services sold and delivered which gave rise to such accounts were sold and delivered in conformity with the applicable purchase ordersKnowledge of Sellers, payor oral notice, of any contest, claim, or right of set-off, under any contracts, purchase orders or agreements and specifications. Such accounts receivable are (whether written or oral) with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable subject to no valid defense or offsets. The Company’s uncollectible accounts will not exceed the any reserves for doubtful accountsbad debts set forth on the Final Closing Statement.

Financial Statements; Accounts Receivable. (a) The Company’s: Schedule 4.16(a) sets forth true, correct and complete copies of the balance sheet (ithe "Balance Sheet") Form 10-KSB and statement of income for the year ended Company's fiscal years ending December 31, 20051997 and December 31, 1998 and the balance sheet and the interim statement of income for the period ended on June 30, 1999, as filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2006; and (ii) unaudited balance sheet, statements of operations, shareholders’ equity and cash flow as of and for the three months ended March 31, 2006 (the “Balance Sheet Date”), complete and correct copies of which are attached hereto as Schedule 3.5(a) (collectively, the “Financial Statements”), present fairly the financial position prepared by management of the Company as of such dates and the results of operations for the periods covered thereby (subject, in the case of the interim Company. Such financial statements, to year-end audit adjustments) and statements have not been prepared in accordance with generally accepted accounting principles consistently applied GAAP. (“GAAP”), except as to the absence of footnotes thereto. Specifically, but b) The Company does not by way of limitation, (x) the balance sheets have any material liabilities or notes thereto disclose all of the debts, liabilities and obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that have had or could reasonably be expected to have a material adverse effect on the Company and/or the Business, except (i) as disclosed, reflected or reserved against in the Balance Sheets for the Company and the notes thereto, (ii) for items set forth in Schedule 4.16(b), (iii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheets for the Company and not in violation of this Agreement and (iv) for Taxes. This representation shall not be deemed breached as a result of a change in law after the Closing Date. (c) The Company has made available to Subsidiary a list of all accounts receivable of the Company properly accrued at December 31, 2005 and at with respect to the Balance Sheet Date which, individually or Business ("Accounts Receivable") along with a range of days elapsed since invoice. (d) All Accounts Receivable of the Company arose in the aggregate, ordinary course of business for valid consideration and are material and in their entirety valid accounts receivable which are carried at values determined in accordance with GAAP would be required to be disclosed in such balance sheets, and the omission of which would, in the aggregate, have a Material Adverse Effect on the Company; (y) except GAAP. Except as set forth on Schedule 3.5(a4.16(d), the Company does not have no person has any off-balance sheet arrangements Lien on any of such Accounts Receivable and no request or transactions; and (z) the Financial Statements include appropriate reserves agreement for all taxes and other liabilities accrued at deduction or discount has been made with respect to any of such date but not yet payableAccounts Receivable. (b) All accounts receivable of the Company referenced in the Financial Statements (except such accounts receivable as have been collected since such date) are valid and enforceable claims, and the goods and services sold and delivered which gave rise to such accounts were sold and delivered in conformity with the applicable purchase orders, payor contracts, agreements and specifications. Such accounts receivable are subject to no valid defense or offsets. The Company’s uncollectible accounts will not exceed the reserves for doubtful accounts.

Financial Statements; Accounts Receivable. (a) The Company’s: SCHEDULE 3.3 includes the following: (i) Form 10-KSB for Audited consolidated and consolidating balance sheets of Collaborative and its subsidiaries (including the year ended Selling Subsidiaries) as at the close of each of the years December 31, 20051995, as filed December 31, 1996, and December 31, 1997, inclusive, and the related consolidated and consolidating statements of income, changes in stockholders' equity, and cash flow of collaborative and its subsidiaries (including the Selling Subsidiaries) for each of the fiscal years then ended, all on a comparative basis, together with the Securities notes thereto and Exchange Commission the report thereon of Seller's Accountant (the “SEC”) on March 30, 2006"Prior Financial Statements"); and and (ii) unaudited a consolidated and consolidating balance sheetsheet of Collaborative and its subsidiaries as at September 30, 1998, and the related internally prepared consolidated and consolidating statements of operationsincome, shareholders’ changes in stockholders' equity and cash flow for the nine (9) month period then ended (which, together with any financial statements delivered pursuant to Section 5.11, shall be collectively referred to as the "Interim Financial Statements"). (b) The Financial Statements fairly present, in all material respects, the financial condition and the results of operations, changes in stockholders' equity, and cash flow of Collaborative and its subsidiaries as at the respective dates of and for the three months ended March 31, 2006 (the “Balance Sheet Date”), complete and correct copies of which are attached hereto as Schedule 3.5(a) (collectively, the “periods referred to in such Financial Statements”), present fairly the financial position of the Company as of such dates and the results of operations for the periods covered thereby (all in accordance with GAAP, subject, in the case of the interim financial statements, to normal year-end audit adjustments) and have been prepared in accordance with generally accepted accounting principles consistently applied adjustments (“GAAP”), except as to the absence effect of footnotes thereto. Specifically, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature of the Company properly accrued at December 31, 2005 and at the Balance Sheet Date whichwhich will not, individually or in the aggregate, are material and which in accordance with GAAP would be required to be disclosed in such balance sheetsmaterially adverse), and the omission of which would, in the aggregate, have a Material Adverse Effect on the Company; (y) except as set forth on Schedule 3.5(a), the Company does not have any off-balance sheet arrangements or transactions; and (z) the Financial Statements include appropriate reserves for all taxes and other liabilities accrued at reflect the consistent application of such date but not yet payable. accounting principles throughout the periods involved. Except to the extent provided otherwise in such Financial Statements, (bi) All accounts receivable of the Company referenced adequate provision was made in the Financial Statements for doubtful accounts or other receivables; (except ii) sales were stated in the Financial Statements net of discounts, returns and allowances; and (iii) all Taxes due or paid were timely reflected in the Financial Statements and all Taxes not yet due and payable were accrued or otherwise provided for therein. At the respective dates of each of the Financial Statements, Sellers had no Liability required to be reflected or disclosed in the Financial Statements under GAAP which was not so reflected or disclosed. No provision in the Financial Statements as of and for the periods covered by such accounts Financial Statements was necessary, under GAAP, for Liability on account of warranties or with respect to the Clinical Business. Any significant items of income or expense which were unusual or of a nonrecurring nature were separately disclosed in the Financial Statements. (c) All of the Accounts Receivable of Sellers included in the Acquired Assets represent amounts receivable as for services actually provided, have arisen from bona-fide transactions in the Ordinary Course of Business, are not subject to any counterclaims or offsets, and have been collected since such date) billed or are valid and enforceable claimsbillable, and the goods and services sold and delivered which gave rise to such accounts were sold and delivered as appropriate, in conformity accordance with the terms of the Assigned Contract applicable purchase orders, payor contracts, agreements and specifications. Such accounts receivable are subject to no valid defense or offsets. The Company’s uncollectible accounts will not exceed the reserves for doubtful accountsthereto.

Financial Statements; Accounts Receivable. (a) The Company’s: IOI has delivered to the Company (i) Form 10-KSB copies of the audited balance sheets of the IOI Companies as of December 31, 1999, together with the related audited statements of income, shareholders' equity and changes in cash flow for the fiscal year ended December 31, 20051999, as filed with and the Securities and Exchange Commission (the “SEC”) on March 30notes thereto, 2006; and (ii) copies of the unaudited balance sheetsheet of the IOI Companies, as of June 30, 2000 (the "IOI INTERIM BALANCE SHEET"), together with the related unaudited consolidated statements of operations, shareholders’ equity income and changes in cash flow as of and for the three months six-month period ended March 31, 2006 on such date (such audited financial statements and unaudited interim financial statements being hereinafter referred to as the “Balance Sheet Date”"IOI FINANCIAL STATEMENTS"), complete and correct copies of which are attached hereto as Schedule 3.5(a) (collectively, the “. The IOI Financial Statements”), including the notes thereto, (A) were prepared in accordance with generally accepted accounting principals applied on a consistent basis ("GAAP") throughout the periods covered thereby, and (B) present fairly in all material respects the financial position position, results of operations and changes in cash flow of the Company IOI Companies as of such dates and the results of operations for the periods covered thereby then ended (subject, in the case of the unaudited interim financial statementsIOI Financial Statements, to normal year-end audit adjustments) , which are not in the aggregate material, and have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), except as to the absence of footnotes thereto. Specifically, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature of the Company properly accrued at December 31, 2005 and at the Balance Sheet Date which, individually or in the aggregate, are material and which in accordance with GAAP would be required to be disclosed in such balance sheets, and the omission of which would, in the aggregate, have a Material Adverse Effect on the Company; (y) except as set forth on Schedule 3.5(anotes), the Company does not have any off-balance sheet arrangements or transactions; and (z) the Financial Statements include appropriate reserves for all taxes and other liabilities accrued at such date but not yet payable. (b) All The accounts receivable of the Company referenced in IOI Companies as set forth on the Financial Statements (except such accounts receivable as have been collected IOI Interim Balance Sheet or arising since such date) the date thereof are valid and enforceable claimsgenuine; have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the goods ordinary course of business consistent with past practice; to IOI's knowledge, are not subject to valid defenses, set-offs or counterclaims; and services sold and delivered which gave rise to such accounts were sold and delivered are, except as disclosed on Schedule 4.4(b) hereto, collectible at the full recorded amount thereof less, in conformity with the applicable purchase orders, payor contracts, agreements and specifications. Such case of accounts receivable are subject to no valid defense or offsetsappearing on the IOI Interim Balance Sheet, the recorded allowance for collection of doubtful accounts on the IOI Interim Balance Sheet. The Company’s uncollectible allowance for collection of doubtful accounts will not exceed on the reserves for doubtful accountsIOI Interim Balance Sheet has been determined in accordance with GAAP consistent with past practice.

Financial Statements; Accounts Receivable. (a) The Company’s: Section 3.6(a) of the Disclosure Schedule sets forth true, correct, and complete copies of (i) Form 10-KSB the audited balance sheets of the Company Group as of December 31, 2018, 2019 and 2020 and the audited statements of income and cash flows of the Company Group for the year periods ended December 31, 20052018, as filed with the Securities 2019 and Exchange Commission 2020 (the “SECAnnual Financial Statements”) on March 30), 2006; and (ii) the unaudited consolidated balance sheet, statements sheet of operations, shareholders’ equity and cash flow the Company Group (the “Interim Balance Sheet”) as of and for the three months ended March 31September 30, 2006 2021 (the “Balance Sheet Date”)) and unaudited statements of income and cash flows of the Company Group for the nine-month period then ended (the “Interim Financial Statements” and, complete and correct copies of which are attached hereto as Schedule 3.5(a) (collectivelytogether with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) show a true and fair view of the state of affairs of the Company Group, (ii) have been properly prepared in accordance with FRS 102, using appropriate accounting policies and estimation techniques as required by section 10 of FRS 102, (iii) comply with the requirements of the Companies Act, (iv) present fairly fairly, in all material respects, the financial position of the Company Group as of such the dates thereof and the results of operations of the Company Group for the periods covered by such statements, in accordance with FRS 102 as consistently applied through the periods covered thereby (subjectand are not affected by any extraordinary, exceptional or non-recurring items, except as disclosed therein, and, in the case of the interim financial statementsInterim Financial Statements, to except for (A) customary year-end audit adjustments) and have been prepared in accordance with generally accepted accounting principles consistently applied adjustments (“GAAP”), except as to the absence none of footnotes thereto. Specifically, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature of the Company properly accrued at December 31, 2005 and at the Balance Sheet Date which, which are material individually or in the aggregate, are material and which in accordance with GAAP would be required to be disclosed in such balance sheets), and (B) the omission of which would, footnote disclosures. The Company Group maintains systems of internal accounting controls over financial reporting sufficient to provide reasonable assurances that transactions are recorded in conformity with FRS 102. There are not significant deficiencies or material weaknesses in the aggregate, have a Material Adverse Effect on design or operation of the Company; (y) except as set forth on Schedule 3.5(a), systems of internal accounting controls over financing reporting of the Company does not have any off-balance sheet arrangements or transactions; and (z) the Financial Statements include appropriate reserves for all taxes and other liabilities accrued at such date but not yet payableGroup. (b) All accounts receivable of the Company referenced Group’s Accounts Receivable have arisen from bona fide transactions in the Financial Statements (except such accounts receivable as have been collected since such date) are valid and enforceable claims, and ordinary course. None of the goods and services sold and delivered which gave rise to such accounts were sold and delivered in conformity with the applicable purchase orders, payor contracts, agreements and specifications. Such accounts receivable Accounts Receivable are subject to no valid defense any material counterclaim or offsetssetoff. The Company’s uncollectible All reserves, allowances and discounts with respect to the Accounts Receivable were and are adequate and were established consistent with reserves, allowances and discounts previously maintained by the Company Group in the ordinary course. Since December 31, 2020, there has not been a material change in: (i) the aggregate amount of the Accounts Receivable or the aging thereof; or (ii) the aggregate amount of the accounts will not exceed payable of the reserves for doubtful accountsCompany Group. (c) No member of the Company Group has ever declared, made or paid any dividend or distribution.

Financial Statements; Accounts Receivable. (a) The Company’sfollowing have been prepared from the books and records of the Company and are provided in Schedule 4.3 hereto: (i) Form 10-KSB audited consolidated financial statements of the Company as of and for the year periods ended December 31, 20052013, as filed with the Securities 2014 and Exchange Commission 2015 (collectively, the “SECCompany Audited Financial Statements”) on March 30, 2006; and (ii) unaudited balance sheet, consolidated financial statements of operations, shareholders’ equity and cash flow the Company as of and for the three months nine (9) month period ended March 31September 30, 2006 2016, subject to normal, recurring year-end adjustments and the absence of notes (the “Balance Sheet Date”)Company Unaudited Financial Statements” and, complete and correct copies of which are attached hereto as Schedule 3.5(a) (collectivelytogether with the Audited Financial Statements, the “Company Financial Statements”). Except as may be set forth in the notes to the Company Financial Statements, the Company Financial Statements fairly present fairly in all material respects the consolidated financial position condition and results of operations, as applicable, of the Company as of such dates and the results of operations for the periods covered thereby (subjectthen ended, in each case in conformity with GAAP consistently applied during such periods, except that the case Company Unaudited Financial Statements contain estimates of the interim financial statementscertain accruals, lack footnotes and other presentation items, and are subject to normal immaterial year-end audit adjustmentsadjustments required by GAAP. (a) and have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), except as Subject to the absence introductory paragraph of footnotes thereto. SpecificallySection 4.3 above, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities books and obligations of any nature records of the Company properly accrued at December 31(i) accurately reflect in all material respects all items of income and expense and all material assets and material liabilities of the Company and (ii) are complete and correct in all material respects and do not contain any material inaccuracies or discrepancies. (b) Subject to the introductory paragraph of Section 4.3 above, 2005 and at the Balance Sheet Date which, individually Company has no obligation or in the aggregate, are material and which in accordance with GAAP liability that would be required to be disclosed reflected on, reserved against, or otherwise recorded on a balance sheet prepared in such accordance with GAAP, except for (i) the liabilities reflected or reserved against on the balance sheetssheet of the Company, and the omission of which woulddated December 31, 2015, (ii) liabilities incurred in the aggregate, have a Material Adverse Effect on the Company; (y) except as set forth on Schedule 3.5(a), Ordinary Course of Business of the Company does not have any off-balance sheet arrangements or transactions; since December 31, 2015 and (ziii) the Financial Statements include appropriate reserves for all taxes and other liabilities accrued at such date but not yet payableTransaction Expenses. (bc) All The accounts receivable, notes receivable and other receivables owed to the Company as of the Closing Date, including, without limitation, those currently outstanding receivables reflected on the Company Financial Statements and all currently outstanding receivables accrued as of the Closing Date, (i) are valid obligations owed to the Company by Third Parties, (ii) result from operations of the Company referenced in the Financial Statements Ordinary Course of Business and (except such accounts receivable as have been collected since such dateiii) to the Company’s Knowledge, are valid and enforceable claims, and the goods and services sold and delivered which gave rise to such accounts were sold and delivered in conformity with the applicable purchase orders, payor contracts, agreements and specifications. Such accounts receivable are not disputed or subject to no valid defense any counterclaim or offsets. The Company’s uncollectible accounts will not exceed the reserves for doubtful accountsright of setoff.

Financial Statements; Accounts Receivable. (a) The Company’sCompany has delivered to Buyer: (ia) Form 10-KSB the audited balance sheet of the Company as at December 31, 2006, and the related audited statements of operations, changes in stockholders' equity, and cash flows for the fiscal year then ended and for the fiscal year ended December 31, 20052005 (including the notes thereto), as filed all of which were prepared in accordance with GAAP, together with the Securities and Exchange Commission report thereon of Xxxxxx & Xxxxxx, PC, independent certified public accountants, (b) the unaudited balance sheets of the Company as at September 30, 2007 (the “SECBalance Sheet”) on March and September 30, 2006; , and the related unaudited statements of operations and changes in cash flow for the nine-month periods then ended (including the notes thereto), all of which were prepared in accordance with GAAP, and (iic) an unaudited consolidated balance sheetsheet of the Company as at November 30, 2007 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of operations and cash flow for the eleven months then ended, which were prepared in accordance with GAAP. Such financial statements and notes fairly present in all material respects the financial condition and the results of operations, shareholders’ equity changes in stockholders' equity, and cash flow of the Company as at the respective dates of and for the three months ended March 31periods referred to in such financial statements, 2006 (the “Balance Sheet Date”), complete and correct copies of which are attached hereto as Schedule 3.5(a) (collectively, the “Financial Statements”), present fairly the financial position of the Company as of such dates and the results of operations for the periods covered thereby (subject, in the case of the interim financial statements, to normal recurring year-end audit adjustments) and have been prepared in accordance with generally accepted accounting principles consistently applied adjustments (“GAAP”), except as to the absence effect of footnotes thereto. Specifically, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature of the Company properly accrued at December 31, 2005 and at the Balance Sheet Date whichwhich will not, individually or in the aggregate, be materially adverse) and the absence of notes. The financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the Company are material and which in accordance with required by GAAP would be required to be disclosed in such balance sheets, and the omission of which would, included in the aggregate, have a Material Adverse Effect on consolidated financial statements of the Company; (y) except as set forth on Schedule 3.5(a), the Company does not have any off-balance sheet arrangements or transactions; and (z) the Financial Statements include appropriate reserves for all taxes and other liabilities accrued at such date but not yet payable. (b) All Schedule 3.4(b) of the Disclosure Schedule contains a complete and accurate list of all accounts receivable of the Company referenced as of the Closing Date (collectively, the “Accounts Receivable”) in a minimum amount of $500,000 (collectively, the “Minimum Accounts Receivable Amount”), which list sets forth the aging of such Accounts Receivable. All Accounts Receivable represent valid and undisputed obligations arising from sales actually made or services actually performed in the Financial Statements (except such accounts receivable as have been collected since such date) are valid and enforceable claims, and the goods and services sold and delivered which gave rise to such accounts were sold and delivered in conformity with the applicable purchase orders, payor contracts, agreements and specifications. Such accounts receivable are subject to no valid defense or offsetsOrdinary Course of Business. The Company’s uncollectible accounts Accounts Receivable will not exceed be collectible in the reserves for doubtful accountsOrdinary Course of Business within 60 days of the Closing Date.

Financial Statements; Accounts Receivable. (a) The Company’s: (i) Form 10-KSB for Attached hereto as Schedule 3.7 is a true and correct copy of the year ended December 31, 2005, as filed with unaudited trial balance sheet of the Securities Company and Exchange Commission (the “SEC”) on March 30, 2006; and (ii) unaudited balance sheet, related statements of operations, shareholders’ equity profits and cash flow loss as of and for the three months twelve (12) month period ended March December 31, 2006 (2002 and the “Balance Sheet Date”)unaudited balance sheet of the Company and related statements of profits and loss for the years ended December 31, complete 2001, 2000 and correct copies of which are attached hereto as Schedule 3.5(a) 1999 (collectively, the “"Financial Statements”"), present fairly . The Financial Statements (i) were prepared from the financial position Books and Records of the Company as of such dates Company, which Books and the results of operations for the periods covered thereby (subject, Records have been maintained in the case accordance with all legal and accounting requirements and completely and accurately reflect all financial transactions of the interim financial statementsCompany, to year-end audit adjustments(ii) and have been were prepared in accordance with accounting principles generally accepted accounting principles consistently applied (“GAAP”), except as to the absence of footnotes thereto. Specifically, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature of the Company properly accrued at December 31, 2005 and at the Balance Sheet Date which, individually or in the aggregateUnited States of America, are material and which in accordance with GAAP would be required to be disclosed in such balance sheets, and the omission of which would, in the aggregate, have a Material Adverse Effect on the Company; (y) except as set forth on Schedule 3.5(a)3.7, and (iii) present fairly the financial condition of the Company does not have any off-balance sheet arrangements or transactions; and (z) the results of its operations for the periods covered by, and at the dates of, each of the Financial Statements. The statements of profit and loss included in the Financial Statements include appropriate reserves for all taxes and do not contain any material items of special or non-recurring income or other liabilities accrued at such date but income not yet payableearned in the ordinary course of business, except as expressly specified therein. (b) All accounts receivable Accounts Receivable (i) are reflected on the Accounts Receivable Statement, (ii) were legally and validly incurred pursuant to bona fide transactions in the ordinary course of business, (iii) are (or will be) current and Collectible (as defined below) in amounts not less than the aggregate amount thereof, and (iv) are not subject to any counterclaims or set-offs. The term "Collectible" shall mean that not less than 100% of the face amount of such Accounts Receivable shall be paid within ninety (90) days after the Closing Date. No fact or circumstance (other than general economic conditions) exists which would result in any material increase in the uncollectability of Accounts Receivable as a class. The Accounts Receivable Statement sets forth (A) all Accounts Receivable, (B) the amount owing and the aging of such receivables, (C) the name and last known address of the party from whom such receivables are owing, and (D) any security in favor of the Company referenced in for the Financial Statements (except repayment of such accounts receivable as have been collected since such date) are valid and enforceable claims, and receivables which the goods and services sold and delivered which gave rise Company purports to such accounts were sold and delivered in conformity with the applicable purchase orders, payor contracts, agreements and specifications. Such accounts receivable are subject to no valid defense or offsets. The Company’s uncollectible accounts will not exceed the reserves for doubtful accountshave.

Financial Statements; Accounts Receivable. (a) The Company’s: Seller has furnished Purchaser with (i) Form 10-KSB for a draft of the year ended audited balance sheet of the Company (the "Balance Sheet") as of December 31, 2005, as filed with the Securities and Exchange Commission 2003 (the “SEC”"Balance Sheet Date") on March 30, 2006; and (ii) unaudited balance sheet, the related audited statements of operations, shareholders’ ' equity and cash flow as of and flows for the three months year then ended, together with a draft certification by BDO, (ii) a draft of the audited statements of operations, shareholders' equity and cash flows for the one (1) month ended March December 31, 2006 2002, together with a draft certification by BDO (the “Balance Sheet Date”), complete (i) and correct copies of which are attached hereto as Schedule 3.5(a(ii) (collectively, the “"Draft Financial Statements”"). In addition, present fairly Seller has furnished Purchaser with the financial position unaudited balance sheet of the Company as of such dates at January 31, 2004 and the results related unaudited statements of operations operations, shareholders' equity and cash flows for the one (1) month then ended. The unaudited balance sheet of the Company as at January 31, 2004 (the "Unaudited Balance Sheet Date") is hereinafter referred to as the "Unaudited Balance Sheet". The financial statements referred to above, including the footnotes thereto, (i) except as described therein or, with respect to the Draft Financial Statement, as set forth in Schedule 3.7(a), have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (indicated, subject, in the case of the interim financial statementsUnaudited Balance Sheet and the unaudited statements of operations, shareholder' equity and cash flows for the one (1) month ended January 31, 2004, to normal recurring year-end audit adjustments) and have been prepared in accordance with generally accepted accounting principles consistently applied adjustments (“GAAP”), except as to the absence effect of footnotes thereto. Specifically, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature of the Company properly accrued at December 31, 2005 and at the Balance Sheet Date whichwhich will not, individually or in the aggregate, are material and which in accordance with GAAP would be required to be disclosed in such balance sheets, material) and the omission absence of which wouldnotes (that, if presented, would not differ materially from those included in the aggregate, have a Material Adverse Effect on Balance Sheet) and (ii) are consistent with the Books and Records of the Company; (y) except as set forth on Schedule 3.5(a), the Company does not have any off-balance sheet arrangements or transactions; and (z) the Financial Statements include appropriate reserves for all taxes and other liabilities accrued at such date but not yet payable. (b) Except as set forth in Schedule 3.7(a), the Draft Financial Statements fairly present, in all material respects, the financial condition of the Company as of the dates thereof and the related statements of operations, shareholders' equity and cash flows fairly present, in all material respects, the results of the operations and cash flows of the Company and the changes in its financial condition for the periods indicated. (c) The Unaudited Balance Sheet fairly presents, in all material respects, the financial condition of the Company as of the date thereof and the related statements of operations, shareholders' equity and cash flows fairly present, in all material respects, the results of operations and cash flows of the Company and the changes in its financial condition for the period indicated. (d) All of the Company's accounts and notes receivable as at the Closing Date have arisen from bona fide sales transactions in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied, and, to the knowledge of Seller, are legal, valid and binding obligations of the respective debtors. Except as set forth in Schedule 3.7(d), to the knowledge of Seller, no Person has any Lien on, valid set-off or counterclaim against any of the Company's accounts or notes receivable, other than Permitted Liens. Except as otherwise reflected on the Unaudited Balance Sheet, there has been no material adverse change since the Balance Sheet Date in the amount of accounts and notes receivable of the Company referenced or the allowances or reserves with respect thereto, or accounts payable of the Company, from that reflected in the Financial Statements (except such accounts receivable as have been collected since such date) are valid and enforceable claims, and the goods and services sold and delivered which gave rise to such accounts were sold and delivered in conformity with the applicable purchase orders, payor contracts, agreements and specifications. Such accounts receivable are subject to no valid defense or offsets. The Company’s uncollectible accounts will not exceed the reserves for doubtful accountsBalance Sheet.