Common use of Financial Statements and No Material Changes Clause in Contracts

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the balance sheets of USAVE ; (the “Financial Statements”). The Financial Statements were carefully prepared from the books and records of USAVE , and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of USAVE and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since June 30, 2013 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE and to the best knowledge, information and belief of USAVE, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the audited balance sheets of USAVE ; Global (the “"Financial Statements”"). The Financial Statements were carefully prepared from the books and records of USAVE Global, and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of USAVE Global and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“"GAAP”") applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since June 30the date of the Financial Statements, 2013 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospectsprospects of Global, of USAVE whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE Global and to the best knowledge, information and belief of USAVEGlobal, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the audited balance sheets of USAVE IPoint; (the “Financial Statements”). The Financial Statements were carefully prepared from the books and records of USAVE IPoint, and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of USAVE IPoint and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since June 30the date of the Financial Statements, 2013 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospectsprospects of IPoint, of USAVE whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE IPoint and to the best knowledge, information and belief of USAVEIPoint, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the audited balance sheets of USAVE NYBD ; (the “Financial Statements”). The Financial Statements were carefully prepared from the books and records of USAVE NYBD , and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of USAVE NYBD and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since June 30January 31, 2013 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE NYBD whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE NYBD and to the best knowledge, information and belief of USAVENYBD , no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the audited balance sheets of USAVE Bong; (the “Financial Statements”). The Financial Statements were carefully prepared from the books and records of USAVE Bong, and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of USAVE Bong and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since June 30the date of the Financial Statements, 2013 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospectsprospects of Bong, of USAVE whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE Bong and to the best knowledge, information and belief of USAVEBong, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the balance sheets of USAVE VIEWPON ; (the “Financial Statements”). The Financial Statements were carefully prepared from the books and records of USAVE VIEWPON, and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of USAVE VIEWPON and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since June 30December 31, 2013 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE VIEWPON whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE VIEWPON and to the best knowledge, information and belief of USAVEVIEWPON, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the audited balance sheets of USAVE FNDB; (the “"Financial Statements”"). The Financial Statements were carefully prepared from the books and records of USAVE FNDB, and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of USAVE FNDB and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“"GAAP”") applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since June September 30, 2013 2001 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE FNDB whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE FNDB and to the best knowledge, information and belief of USAVEFNDB, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.