Financial Statements and SEC Filings. All filings made with the Securities and Exchange Commission (the "SEC") from and after September 30, 2006, are available on the SEC's XXXXX database. (All such reports are collectively referred to hereinafter as the "Buyer Parent Company Business Reports"; and the financial statements, including the notes thereto, contained in the Buyer Parent Company Business Reports are collectively referred to hereinafter as the "Buyer Parent Company Financial Statements.") Since September 30, 2006, Buyer Parent Company has duly filed all reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and except as disclosed in writing to Seller prior to Closing, no such report, nor any report sent to Buyer Parent Company's shareholders generally at the date it was filed or sent, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Buyer Parent Company Financial Statements included in the Buyer Parent Company Business Reports were prepared in accordance with GAAP and present fairly the consolidated financial position, results of operations, and cash flows of Buyer Parent Company and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosure.
Financial Statements and SEC Filings. Buyer has delivered to Vendors true and complete copies of (i) its annual report on Form 10-K for year ended December 31, 1999; (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30, 2000; (iii) its proxy statements relating to all meetings of the shareholders of Company held since January 1, 2000; (iv) all of its other reports filed with the Securities and Exchange Commission ("SEC") since January 1, 2000 and (v) registration statements filed with the SEC since January 1, 2000. The reports and statements so delivered are referred to collectively in this Agreement as the "Buyer SEC Filings." As of their respective dates, the Buyer SEC Filings (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Buyer included or incorporated by reference in the Buyer SEC Filings (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto); (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; and (iii) fairly present, in all material respects, the financial position of Buyer as of the dates thereof and the income and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments).
Financial Statements and SEC Filings. (a) The Company has delivered or made available to Buyer a true, correct and complete copy of the audited consolidated balance sheet of the Company as of December 31, 2002, and audited consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended (the "Company Financial Statements"). The Company Financial Statements are consistent in all material respects with the books and records of the Business. The Company Financial Statements (including the related notes) have been prepared in accordance with GAAP consistently applied and fairly present the results of operations and financial condition of the Company and its Subsidiaries for the periods covered thereby. Other than the Financing, since December 31, 2002, Seller has not borrowed, incurred, assumed, prepaid, guaranteed, or become subject to any material liability or modified any existing material liability (absolute, accrued or contingent) other than (i) in the ordinary course of business consistent with past practice in nature and amount, (ii) as shown on the Company Financial Statements or (iii) which has been discharged, satisfied or paid in the ordinary course of business since December 31, 2002.
Financial Statements and SEC Filings. (a) Each of the consolidated balance sheets of Alaska Pacific and the related consolidated statements of income (loss), statements of stockholders’ equity and comprehensive income (loss) and cash flows, together with the notes thereto, for the last three (3) years included in any annual report and all other reports, registration statements, definitive proxy statements or information statements filed during the last three (3) years or to be filed by Alaska Pacific on or prior to the Effective Time with the SEC under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, “Alaska Pacific SEC Documents”) as of the date filed (or the filing date of any amendments thereto), (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) each of the balance sheets or statements of condition contained in or incorporated by reference into any such Alaska Pacific SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Alaska Pacific as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows in such Alaska Pacific SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Alaska Pacific for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.
Financial Statements and SEC Filings. Sellers have delivered to Buyer the audited consolidated balance sheet, statement of operations and statement of cash flows of Parent for the fiscal year ended December 31, 2002 (the "Audited Financials") and the interim unaudited consolidated condensed balance sheet, statement of operations and statement of cash flows of Parent for the six month period ended as of June 30, 2003 (the "Unaudited Financials"). The Audited Financials are in accordance with Sellers' books and records and fairly and accurately reflect, in all material respects, the financial position of Sellers on a consolidated basis as of the dates thereof, and the results of operations and cash flows of Sellers on a consolidated basis for the fiscal periods then ended, and have been prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto. The Unaudited Financials are in accordance with Sellers' books and records and fairly and accurately reflect, in all material respects, the financial position of Seller on a consolidated basis as of the date thereof, and the results of operations and cash flows of Seller on a consolidated basis for the fiscal period then ended, and have been prepared in accordance with GAAP consistently applied during the periods involved, subject to the absence of footnotes and normal, recurring year-end adjustments.
Financial Statements and SEC Filings. (a) The Company has made available to the Investor (i) the Company’s audited financial statements for the year ended December 31, 2005 contained in the Company’s annual report on Form 10-K (the “Audited Financial Statements”); and (ii) the Company’s unaudited financial statements for the quarter ended March 31, 2006 (collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in notes or as permitted by Form 10-Q) and fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Since December 31, 2005, the Company has conducted its business in the ordinary course, and there has not been any event or events that have had or could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Financial Statements, neither the Company nor any of its Subsidiaries is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation, or has any liabilities or obligations (whether or not accrued, absolute, contingent, liquidated or unliquidated, due or to become due and whether or not required by GAAP to be set forth on the consolidated balance sheet of the Company) that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Financial Statements and SEC Filings. (i) The consolidated financial statements (hereinafter referred to collectively as the “Audited Financial Statements”) of XXXX and its consolidated subsidiaries contained in its Forms 10-KSB with respect to the fiscal years ended December 31, 2006, 2005 and 2004, are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Audited Financial Statements fairly present, in all material respects in conformity with such principles as so applied, the consolidated financial position and results of operations and cash flows of XXXX, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Audited Financial Statements fairly present in all material respects all consolidated liabilities of XXXX, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof.
Financial Statements and SEC Filings. (a) Included in the New Century Schedules are the audited balance sheet of New Century as of December 31, 2000, and the related audited statements of operations, stockholders' equity and cash flows for the fiscal year ended December 31, 2000, together with the notes to such statements and the opinion of Salberg & Company, P.A., independent certified public accountanxx, xxxh respect thereto.
Financial Statements and SEC Filings. Quepasa has delivered to the Shareholders true and correct copies of its Prospectus dated June 24, 1999, its Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1999 and September 30, 1999, its Current Reports on Form 8-K filed on August 2, 1999, August 10, 1999, September 3, 1999 and November 1, 1999, and its Registration Statement on Form S-8 filed October 1, 1999, constituting all filings made with the Securities and Exchange Commission (the "SEC") from and after June 24, 1999, the effective date of Quepasa's Registration Statement on Form S-1. Quepasa will also deliver to the Shareholders, on or before the Effective Time, any reports which are filed with the SEC after the date hereof and any other reports sent generally to its shareholders after the date hereof, but not required to be filed with the SEC. (All such reports are collectively referred to hereinafter as the "Quepasa Business
Financial Statements and SEC Filings. (a) The Company is subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations of the Commission promulgated thereunder, the “Exchange Act”) and files reports with the Commission on the XXXXX System. The Common Stock is registered pursuant to Section 12(g) of the Exchange Act and the outstanding shares of Common Stock are listed for quotation on the Nasdaq National Market, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or de-listing the Common Stock from the Nasdaq National Market, nor has the Company received any notification (written or oral) that the Commission or the Nasdaq National Market is contemplating terminating such registration or listing or that the Company is not in compliance with the continuing listing or maintenance requirements of the Nasdaq National Market.
