Common use of Financial Statements and SEC Filings Clause in Contracts

Financial Statements and SEC Filings. (a) The consolidated financial statements (hereinafter referred to collectively as the “Company Audited Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-KSB with respect to the fiscal year ended December 31, 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 Company 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 the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof. (b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-QSB with respect to the quarters ending March 31, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company has filed on a timely basis all forms, reports and documents required to be filed with the Securities and Exchange Commission (“SEC”) since January 1, 2004. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such the Company SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the principal executive officer of the Company and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports pursuant to the Exchange Act, when applicable. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officers.

Financial Statements and SEC Filings. (a) The consolidated financial statements (hereinafter referred Quepasa has delivered to collectively as the “Company Audited Financial Statements”) Shareholders true and correct copies of the Company and its consolidated subsidiaries contained in Prospectus dated June 24, 1999, its Quarterly Reports on Form 10-KSB with respect to Q for the fiscal year quarters ended December 31, 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 Company 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 the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof. (b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-QSB with respect to the quarters ending March 31, 2006, June 30, 2006 1999 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied1999, the consolidated financial position and results of operations and cash flows of the Company, its Current Reports on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company has Form 8-K filed on a timely basis 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 forms, reports and documents required to be filed filings made with the Securities and Exchange Commission (“the "SEC”") since January 1from and after June 24, 20041999, the effective date of Quepasa's Registration Statement on Form S-1. All such required formsQuepasa 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 documents (including those that the Company may file subsequent 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 herein hereinafter as the “Company SEC "Quepasa Business Reports"; and the financial statements, including the notes thereto, contained in the Quepasa Business Reports are collectively referred to hereinafter as the "Quepasa Financial Statements.” As of their respective dates, the Company SEC Reports (i") were prepared in accordance Quepasa has duly filed all reports required to be filed by it with the requirements of SEC under the Securities Act or and the Securities Exchange ActAct of 1934, as the case may beamended, and the rules and regulations of the SEC thereunder applicable no such report, nor any report sent to such the Company SEC ReportsQuepasa's shareholders generally, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements thereinin such report, in the light of the circumstances under which they were made, not misleading. Each The Quepasa Financial Statements included in the Quepasa Business Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly the consolidated financial position, results of operations, and cash flows of Quepasa and its consolidated subsidiaries as of the principal executive officer dates and for the periods indicated therein, subject, in the case of the Company unaudited interim statements, to normal year-end accounting adjustments and the principal financial officer absence of complete footnote disclosure. Except as set forth in the Company Quepasa Business Reports, Quepasa has no material liabilities, contingent or otherwise, other than (as defined i) liabilities incurred in the ordinary course of business and (ii) obligations under contracts and commitments incurred in the Xxxxxxxx-Xxxxx Act ordinary course of 2002)business, which, in both cases, individually or each former principal executive officer of in the Company and each former principal financial officer of the Companyaggregate, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder with respect are not material to the Company SEC Reports pursuant to the Exchange Act, when applicablefinancial condition or operating results of Quepasa. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officers.

Financial Statements and SEC Filings. (a) The consolidated financial statements (hereinafter referred to collectively as the “Company SIGA Audited Financial Statements”) of the Company SIGA and its consolidated subsidiaries contained in its each Form 10-K or Form 10-KSB filed, with respect to the fiscal year years ended December 31, 2005 2004 and 20042005, by SIGA in response to “Item 8. Consolidated Financial Statements and Supplementary Data”, are true and correct and have been prepared in conformity with GAAP generally accepted accounting principles consistently applied throughout the periods to which such financial statements relate. The Company SIGA 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 SIGA and the CompanySIGA Subsidiaries, at the dates shown and for the periods therein specified. The balance sheet sheets constituting a part of the Company SIGA Audited Financial Statements fairly present in all material respects all consolidated liabilities of SIGA and the CompanySIGA Subsidiaries, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof. All adjustments necessary to fairly present, in all material respects, the consolidated financial position and results of operations and cash flows of SIGA and the SIGA Subsidiaries and the changes in their cash flows, on a consolidated basis for such periods have been included in the SIGA Audited Financial Statements. (b) The consolidated financial statements (hereinafter referred to as the “Company SIGA Interim Financial Statements,” and, together with the Company SIGA Audited Financial Statements, herein referred to as the “Company SIGA Historical Financial Statements”) of the Company SIGA and its consolidated subsidiaries contained in its each Form 10-QSB with respect Q filed by SIGA in response to the quarters ending March 31, 2006, June 30, 2006 and September 30, 2006 “Item 1. Financial Statements” are true and correct and have been prepared in conformity with GAAP generally accepted accounting principles consistently applied throughout through the periods to which such financial statements relate. related, except as permitted by Form 10-Q. The Company SIGA Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of SIGA and the CompanySIGA Subsidiaries, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company SIGA Interim Financial Statements fairly present, in all material respects, all liabilities of SIGA and the CompanySIGA Subsidiaries, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. All adjustments necessary to fairly present, in all material respects, the consolidated financial position and results of operations and cash flows of SIGA and the SIGA Subsidiaries and the changes in their cash flows, on a consolidated basis, for such periods have been included in the SIGA Interim Financial Statements. (c) The Company Each of SIGA and each SIGA Subsidiary: maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded timely as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is a reporting company registered under Section 12(gpermitted only in accordance with management’s general or specific authorization; and (iv) of the Exchange Actrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company Since December 31, 2004, there have been no changes in the internal accounting controls or in other factors that could affect SIGA’s internal accounting controls. (d) SIGA has filed on a timely basis all forms, reports and documents required to be filed with the Securities and Exchange Commission (“SEC”) SEC since January 1, 20042000 except to the extent that the failure to file such would have a Material Adverse Effect on SIGA. All such required forms, reports and documents (including those that the Company SIGA may file subsequent to the date hereof) are referred to herein as the “Company SIGA SEC Reports.” As of their respective dates, the Company SIGA SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such the Company SIGA SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, at the time each SIGA SEC Report filed after July 30, 2002 containing financial statements was filed with the SEC, such SIGA SEC Report complied in all material respects with the Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”), as and to the extent applicable thereto, and the rules and regulations of the SEC promulgated thereunder and applicable to such SIGA SEC Reports. Each of the principal executive officer of the Company SIGA and the principal financial officer of the Company SIGA (as defined under the Xxxxxxxx-Sxxxxxxx- Xxxxx Act of 2002Xxx), or each former principal executive officer of the Company SIGA and each former principal financial officer of the CompanySIGA, as applicable, has made the certifications required by Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder with respect to the Company SIGA SEC Reports pursuant to the Exchange Act, when applicable. (d) There has never been any stop order issued or, to the knowledge . None of the CompanySIGA’s Subsidiaries is or has been required to file any forms, any administrative investigation reports or proceeding undertaken by other documents with the SEC with respect to the Company and its directors and officersSEC.

Financial Statements and SEC Filings. (a) The consolidated financial statements (hereinafter referred to collectively Except as the “Company Audited Financial Statements”) set forth on Schedule 2.3 of the Company and its consolidated subsidiaries contained in its Form 10-KSB with respect Purchaser Disclosure Schedule, Purchaser has delivered to the Company the audited consolidated balance sheets of Purchaser as at the close of its fiscal year ended for each of the three years ending December 31, 2005 2006, 2007 and 20042008 respectively, together with related consolidated statements of operations, consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows for the respective years then ended. Purchaser has also delivered to the Company its consolidated trial balance for the three-month period ending March 2009. Purchaser has also delivered to the Company all filings required by the Securities Exchange Act of 1934 (the “34 Act”) since inception, including, but not limited to, Forms 10Q, 10QSB, 10K, 10KSB, 12B-25 and SB-2 (“SEC Filings”). The financial statements and SEC Filings specified above, including in each case the notes to such financial statements, are true hereinafter sometimes collectively referred to as the "Purchaser Financial Statements." All of the Purchaser Financial Statements are true, correct, and correct and complete, have been prepared in conformity accordance with GAAP generally accepted accounting principles consistently applied followed throughout the periods to which (except as set forth in such notes or statements) and fairly present the financial statements relate. The Company Audited Financial Statements fairly present, in all material respects in conformity with such principles as so applied, condition of Purchaser and the consolidated financial position and results of its operations and cash flows of the Company, as at the dates shown thereof and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof. (b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-QSB with respect to the quarters ending March 31, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relatecovered thereby. The Company Interim Purchaser Financial Statements fairly present in reflect or provide for all material respects in conformity with such principles so appliedclaims against, the consolidated financial position and results of operations all debts and cash flows of the Companyliabilities of, on a consolidated basisPurchaser, fixed or contingent, as at the dates shown thereof, and for there has not been any change between the periods therein specified. The balance sheets constituting a part date of the Company Interim most recent Purchaser Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company has filed on a timely basis all forms, reports and documents required to be filed with the Securities and Exchange Commission (“SEC”) since January 1, 2004. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such the Company SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this AgreementAgreement that has materially or adversely affected the business or properties or condition or prospects, then on the date financial or other, or results of such filing) contain any untrue statement operations of a material Purchaser, and no fact or omit to state a material fact required to be stated therein condition exists or necessary in order to make the statements thereinis contemplated or threatened, which might cause any such change at any time in the light of future. The SEC filings were made on or before the circumstances under which they were made, not misleading. Each of the principal executive officer of the Company and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002)due date, or each former principal executive officer of the Company and each former principal financial officer of the Companyif properly extended, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports pursuant to the Exchange Act, when applicable. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officersextended due date.

Financial Statements and SEC Filings. (ai) The consolidated financial statements (hereinafter referred to collectively as the “Company Audited Financial Statements”) of the Company XXXX and its consolidated subsidiaries contained in its Form Forms 10-KSB with respect to the fiscal year 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 Company 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 the CompanyXXXX, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the CompanyXXXX, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof. (bii) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form Forms 10-QSB with respect to the quarters ending March 31, 2006, 2007 and June 30, 2006 and September 30, 2006 2007 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the CompanyXXXX, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the CompanyXXXX, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof.. AGREEMENT AND PLAN OF REORGANIZATION (ciii) The Company XXXX is a reporting company registered under Section 12(g) of the Exchange Act. The Company has filed on a timely basis all forms, reports and documents required to be filed with the Securities and Exchange Commission (“SEC”) since January 1, 2004. All such required forms, reports and documents (including those that the Company XXXX may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of the Closing Date, none of the SEC Reports are under review nor are they the subject of comment letters which have not been resolved. As of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such the Company SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the principal executive officer of the Company and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports pursuant to the Exchange Act, when applicable, and the content of such certifications were true and correct when made. (div) There has never been any stop order issued or, to the knowledge of the CompanyPrincipals, any administrative investigation or proceeding undertaken by the SEC with respect to the Company XXXX and its directors and officers.

Financial Statements and SEC Filings. (a) The consolidated Company has (i) made available to the Investor the Registration Statement containing its audited financial statements at and for the fiscal year ended December 31, 2004 (hereinafter referred to collectively as the “Company Audited Financial Statements”) of the Company and its consolidated subsidiaries contained in unaudited financial statements at and for the nine-month period ended September 30, 2005 (the “Interim Financial Statements”) and (ii) delivered to the Investor its Form 10-KSB with respect to unaudited financial statements at and for the fiscal year ended December 31, 2005 (the “2005 Unaudited Financial Statements” and 2004together with the Audited Financial Statements and the Interim Financial Statements, are true collectively, the “Financial Statements”), and correct and with respect to the Audited Financial Statements, the notes thereto. The Financial Statements have been prepared in conformity accordance with GAAP consistently applied on a consistent basis throughout the periods indicated and fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, except as may be otherwise indicated in the Financial Statements or notes thereto or, in the case of the Interim Financial Statements or the 2005 Unaudited Financial Statements, to which such the extent they may not include footnotes, do not reflect year-end adjustments or may conform to the SEC’s rules and instructions for disclosure with respect to interim periods. The Company’s audited financial statements relateat and for the end of the year ended December 31, 2005, as they will be filed in the Company’s Annual Report on Form 10-K, will not differ in the aggregate in any material respect in any manner adverse to the Company from the 2005 Unaudited Financial Statements, except for the completion of footnotes. The Company Audited Financial Statements fairly present, maintains and consistently applies and will continue to maintain and consistently apply a standard system of accounting established and administered in all material respects in conformity accordance with such principles as so applied, the consolidated financial position and results of operations and cash flows of the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereofGAAP. (b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-QSB with respect to the quarters ending March Since January 31, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company has filed on a timely basis with the SEC all reports, schedules, forms, reports statements and documents other documents, including the Registration Statement and the prospectus contained therein (including exhibits and all other information incorporated therein) required by federal securities laws to be filed with the Securities and Exchange Commission SEC (“SEC”) since January 1, 2004. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” Documents”). As of their respective dates, the Company SEC Reports (i) were prepared Documents complied in accordance all material respects with the requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such the Company SEC ReportsDocuments, and (ii) did not at the time they were no Company SEC Documents when filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the principal executive officer of the Company and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports pursuant to the Exchange Act, when applicable. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officers.

Financial Statements and SEC Filings. (a) The consolidated financial Included in the New Century Schedules are the audited balance sheet of New Century as of December 31, 2000, and the related audited statements (hereinafter referred to collectively as the “Company Audited Financial Statements”) of the Company operations, stockholders' equity and its consolidated subsidiaries contained in its Form 10-KSB with respect to cash flows for the fiscal year ended December 31, 2005 2000, together with the notes to such statements and 2004the opinion of Xxxxxxx & Company, P.A., independent certified public accountants, with respect thereto. (b) All such financial statements have been prepared in accordance with generally accepted accounting principles. The New Century balance sheets present a true and fair view as of the dates of such balance sheets of the financial condition of New Century. New Century did not have, as of the dates of such balance sheets, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto, prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of New Century in accordance with generally accepted accounting principles. (c) New Century has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) New Century has filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are true immaterial. (e) The books and records, financial and otherwise, of New Century are in all material respects complete and correct and have been prepared maintained in conformity accordance with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Audited Financial Statements fairly present, in all material respects in conformity with such principles as so applied, the consolidated financial position good business and results of operations and cash flows of the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereofaccounting practices. (bf) The consolidated All of New Century's assets are reflected on its financial statements, and, except as set forth in the New Century Schedules or the financial statements of New Century or the notes thereto, New Century has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”g) of the Company and New Century filed its consolidated subsidiaries contained in its Annual Report on Form 10-QSB with respect to the quarters ending K on March 3129, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate2001. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company New Century has filed on a timely basis all forms, reports and documents (the "SEC Reports") required to be filed with the Securities and Exchange Commission (“"SEC”") since January 1, 2004. All such required forms, reports and documents (including those that the Company may file subsequent pursuant to the date hereofSecurities Exchange Act of 1934 (the "Exchange Act") are referred through fiscal December 31, 2000, and has heretofore delivered to herein as Panther, in the “Company form filed with the Commission, (i) all quarterly and annual reports on Forms 10-QSB and 10-KSB filed in the past year, (iii) all comment letters from the SEC with respect to the SEC Reports.” As of their respective dates, the Company . The SEC Reports (i) were prepared in accordance with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933 (the "Securities Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such the Company SEC Reportsappropriate, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the principal executive officer of the Company and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports pursuant to the Exchange Act, when applicable. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officers.

Financial Statements and SEC Filings. (a) The consolidated financial statements (hereinafter referred to collectively as the “Company Audited Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-KSB with respect NAC has made available to the fiscal year ended December Stockholder and correct copies of each report, registration statement (on a form other than Form S-8) and definitive proxy statement (collectively, the "REPORTS") filed by NAC with the U.S. Securities and Exchange Commission (the "SEC") between January 31, 2005 2002 and 2004the date of this Agreement. NAC will also deliver to the Stockholder on or before the Closing, any other reports that are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company 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 the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof. (b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” and, together filed with the Company Audited Financial Statements, herein referred to as SEC after the “Company Historical Financial Statements”) of the Company date hereof and its consolidated subsidiaries contained in its Form 10-QSB with respect prior to the quarters ending March 31Closing, 2006and any other reports or other information sent generally to NAC's stockholders after the date hereof, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company has filed on a timely basis all forms, reports and documents but not required to be filed with the Securities SEC. (The Reports and Exchange Commission (“SEC”) since January 1, 2004. All such required forms, all other reports and documents (including those that the Company may file subsequent to the date hereof) are information referred to in the immediately preceding sentence, whether or not filed with the SEC, are herein collectively referred to as the “Company SEC Reports.” As of their respective dates"NAC BUSINESS REPORTS," and the financial statements, including the Company SEC notes thereto, contained in the NAC Business Reports (i) were prepared in accordance are hereinafter collectively referred to as the "NAC FINANCIAL STATEMENTS"). NAC has duly filed all the Reports required to be filed by it with the requirements of SEC under the Securities Act or and the Securities Exchange ActAct of 1934, as the case may beamended, and the rules and regulations of the SEC thereunder applicable no such Report, nor any Report sent to such the Company SEC ReportsNAC's stockholders generally, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements thereinin such Report, in the light of the circumstances under which they were made, not misleading. Each The NAC Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved and present fairly the consolidated financial condition, results of operations and cash flows of NAC and its consolidated subsidiaries as of the principal executive officer dates and for the periods indicated therein, subject, in the case of the Company unaudited interim statements, to normal year-end accounting adjustments and the principal financial officer absence of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports pursuant to the Exchange Act, when applicablecomplete footnote disclosure. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officers.

Financial Statements and SEC Filings. (a) The consolidated financial statements (hereinafter referred to collectively as the “Company Audited Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-KSB with respect to the fiscal year ended December 31, 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 Company 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 the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof. (b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-QSB with respect to the quarters ending March 31, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company AA has timely filed on a timely basis or otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or otherwise transmitted by it with the Securities and Exchange Commission (“the "SEC”") since January 1, 2004. All such required forms, reports and documents (including those that the Company may file subsequent prior to the date hereof) are referred to herein as hereof (the “Company "SEC Reports.” "). As of their respective dates, each of the Company SEC Reports (i) were prepared complied as to form in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of promulgated thereunder and the SEC thereunder applicable Share Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to such the Company SEC Reports, and (ii) did not at the time they were filed (or if extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of this Agreementtheir respective dates (and if so amended or superseded, then on the date of such subsequent filing) contain ), none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of AA included in the principal executive officer of SEC Reports, schedules, forms, statements and other documents filed by AA with the Company SEC, such AA Documents comply as to form in all material respects with applicable accounting requirements and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the published rules and regulations of the SEC promulgated thereunder with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of AA and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended. Except as set forth in the SEC Reports, at the date of the most recent reported financial statements of AA included in the SEC Reports, AA has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company SEC Reports pursuant to the Exchange Act, when applicableAA. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officers.

Financial Statements and SEC Filings. (a) The consolidated Company has made available to the Investor (i) the Company's audited financial statements (hereinafter referred to collectively as for the “Company Audited Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-KSB with respect to the fiscal year ended December 31, 2004 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, 2005 and 2004the quarter ended June 30, are true and correct and 2005 contained in the Company's quarterly reports on Form 10-Q (collectively with the Audited Financial Statements, the "Financial Statements"). The Financial Statements have been prepared in conformity accordance with GAAP consistently generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods to which such financial statements relate. The Company Audited Financial Statements fairly present, indicated (except as may be indicated in all material respects in conformity with such principles notes or as so applied, the consolidated financial position permitted by Form 10-Q) and results of operations and cash flows of the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities the financial condition and operating results of the Company, on a consolidated basis, Company as of the types normally reflected dates, and for the periods, indicated therein (subject, in balance sheets the case of unaudited statements, to normal year-end audit adjustments). Since December 31, 2004, the Company has conducted its business in the ordinary course, and there has not been any Material Adverse Effect. Since June 30, 2005, the Company has incurred no liabilities (contingent or otherwise) outside the ordinary course of business that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as and at disclosed in the respective dates thereofFinancial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” andSince May 27, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-QSB with respect to the quarters ending March 31, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied2004, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company has filed on a timely basis all required reports, schedules, forms, reports statements and documents required to be filed with the Securities and Exchange Commission (“SEC”) since January 1, 2004. All such required forms, reports and other documents (including those that exhibits and all other information incorporated therein) with the Company may file subsequent to the date hereof) are referred to herein as the “SEC ("Company SEC Reports.” Documents"). As of their respective dates, the Company SEC Reports (i) were prepared Documents complied as to form in accordance all material respects with the requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC ReportsDocuments, and (ii) did not at the time they were no Company SEC Documents when filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the principal executive officer The financial statements of the Company included in Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the published rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports pursuant to the Exchange Act, when applicablethereto. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officers.

Financial Statements and SEC Filings. (a) The consolidated financial Included in the New Century Schedules are the audited balance sheet of New Century as of December 31, 2000, and the related audited statements (hereinafter referred to collectively as the “Company Audited Financial Statements”) of the Company operations, stockholders' equity and its consolidated subsidiaries contained in its Form 10-KSB with respect to cash flows for the fiscal year ended December 31, 2005 2000, together with the notes to such statements and 2004the opinion of Salberg & Company, P.A., independent certified public accountanxx, xxxh respect thereto. (b) All such financial statements have been prepared in accordance with generally accepted accounting principles. The New Century balance sheets present a true and fair view as of the dates of such balance sheets of the financial condition of New Century. New Century did not have, as of the dates of such balance sheets, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto, prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of New Century in accordance with generally accepted accounting principles. (c) New Century has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) New Century has filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are true immaterial. (e) The books and records, financial and otherwise, of New Century are in all material respects complete and correct and have been prepared maintained in conformity accordance with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Audited Financial Statements fairly present, in all material respects in conformity with such principles as so applied, the consolidated financial position good business and results of operations and cash flows of the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereofaccounting practices. (bf) The consolidated All of New Century's assets are reflected on its financial statements, and, except as set forth in the New Century Schedules or the financial statements of New Century or the notes thereto, New Century has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”g) of the Company and New Century filed its consolidated subsidiaries contained in its Annual Report on Form 10-QSB with respect to the quarters ending K on March 3129, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate2001. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company New Century has filed on a timely basis all forms, reports and documents (the "SEC Reports") required to be filed with the Securities and Exchange Commission (“"SEC”") since January 1, 2004. All such required forms, reports and documents (including those that the Company may file subsequent pursuant to the date hereofSecurities Exchange Act of 1934 (the "Exchange Act") are referred through fiscal December 31, 2000, and has heretofore delivered to herein as Panther, in the “Company form filed with the Commission, (i) all quarterly and annual reports on Forms 10-QSB and 10-KSB filed in the past year, (iii) all comment letters from the SEC with respect to the SEC Reports.” As of their respective dates, the Company . The SEC Reports (i) were prepared in accordance with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933 (the "Securities Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such the Company SEC Reportsappropriate, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the principal executive officer of the Company and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports pursuant to the Exchange Act, when applicable. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officers.

Financial Statements and SEC Filings. a. ATG represents that (ai) The consolidated ATG’s financial statements (hereinafter referred to collectively as the “Company Audited Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-KSB with respect to the fiscal year ended December 31, 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 Company 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 the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof. (b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-QSB with respect to the quarters ending March 31, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company has filed on a timely basis all forms, periodic reports and documents required to be filed with the Securities and Exchange Commission (the “SECFinancial Statements”) since January 1have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated and with each other, 2004. All such required forms, reports and documents (including those except that the Company may file subsequent unaudited Financial Statements do not contain all footnotes required by U.S. GAAP; (ii) the Financial Statements fairly present the financial condition and operating results of ATG as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments; (iii) except as set forth in the date hereofFinancial Statements, ATG has no material liabilities (contingent or otherwise); (iii) are referred ATG is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation; and (iv) ATG maintains and will continue to herein as maintain a standard system of accounting established and administered in accordance with U.S. GAAP until Closing. (i) ATG has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Company SEC Public Reports.” As ”). Each of the Public Reports has complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such the Company SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, made therein not misleading. Each To the knowledge of ATG or the principal executive ATG Controlling Shareholders, there is no event, fact or circumstance that would cause any certification signed by any officer of the Company and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder ATG in connection with respect to the Company SEC Reports any Public Report pursuant to the Exchange ActSarbanes/Oxley Act to be untrue, when applicableinaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of its Common Stock. The consummation of the transactions contemplated by this Agreement do not conflict with and will not result in any violation of any FINRA or OTC Bulletin Board trading requirement or standard applicable to ATG or its Common Stock. All of the issued and outstanding shares of Common Stock have been issued in compliance with the Securities Act and applicable state securities laws and no stockholder of ATG has any right to rescind or other claim against ATG for failure to comply with the Securities Act or state securities laws. (dii) There Since the date of the filing of its annual report on Form 10-KSB for the year ended January 31, 2008, except as specifically disclosed in the Public Reports: (A) there has never been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.11, a “Material Adverse Effect” means any stop order issued orevent, occurrence, fact, condition, change or effect that is materially adverse to the knowledge business, assets, condition (financial or otherwise), operating results or prospects of ATG); (B) ATG has not incurred any liabilities, contingent or otherwise, other than professional fees, which are accurately disclosed in the CompanyPublic Reports; (C) ATG has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any administrative investigation agreements to purchase or proceeding undertaken by the SEC with respect redeem any shares of its capital stock, or issued any equity securities; and (D) ATG has not made any loan, advance or capital contribution to the Company and its directors and officersor investment in any person or entity.

Financial Statements and SEC Filings. (a) The consolidated Company has made available to the Investor (i) the Company’s audited financial statements (hereinafter referred to collectively as for the “Company Audited Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-KSB with respect to the fiscal year ended December 31, 2005 contained in the Company’s annual report on Form 10-K (the “Audited Financial Statements”); and 2004(ii) the Company’s unaudited financial statements for the quarter ended March 31, are true and correct and 2006 (collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in conformity accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods to which such financial statements relate. The Company Audited Financial Statements fairly present, indicated (except as may be indicated in all material respects in conformity with such principles notes or as so applied, the consolidated financial position permitted by Form 10-Q) and results of operations and cash flows of the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all 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 liabilities balance sheet of the Company) that could reasonably be expected to have, on individually or in the aggregate, a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereofMaterial Adverse Effect. (b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” andSince June 25, together with 2004, the Company Audited Financial Statementshas timely filed all required reports, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-QSB with respect to the quarters ending March 31schedules, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof. (c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company has filed on a timely basis all forms, reports statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1pursuant to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, 2004. All such required forms, reports and documents as amended (the “Exchange Act”) (including those that the Company may file subsequent to the date hereofexhibits and all other information incorporated therein) are referred to herein as (the “Company SEC Reports.” Documents”). As of their respective dates, the Company SEC Reports (i) were prepared Documents complied as to form in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC ReportsDocuments and, and (ii) as of their respective dates, did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the principal executive officer The financial statements of the Company included in Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the principal financial officer of the Company (as defined under the Xxxxxxxx-Xxxxx Act of 2002), or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the published rules and regulations of the SEC promulgated thereunder with respect thereto. No Subsidiary of the Company is subject to the Company SEC Reports pursuant to periodic reporting requirements of the Exchange Act, when applicable. (d) There has never been any stop order issued or, to the knowledge of the Company, any administrative investigation or proceeding undertaken by the SEC with respect to the Company and its directors and officers.