Common use of Financial Statements; SEC Filings Clause in Contracts

Financial Statements; SEC Filings. (a) The Company’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company has no material liabilities (contingent or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Common Stock.

Financial Statements; SEC Filings. (a) The CompanyA. Sino’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company Sino as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company Sino has no material liabilities (contingent or otherwise). The Company Sino is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company Sino maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. Sino has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company Sino in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanySino’s Common Stock, it being acknowledged that Sino’s securities are approved or listed for trading the OTC Bulletin Board under the symbol SNPY.OB.

Financial Statements; SEC Filings. (a) The Company4.3.1 CCGI’s consolidated financial statements (the “Company CCGI Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) GAAP applied on a consistent basis throughout the periods indicated, except that those Company CCGI Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company CCGI Financial Statements fairly present the financial condition and operating results of the Company CCGI as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company CCGI has no material liabilities (contingent or otherwise). The Company CCGI is not a guarantor or indemnitor of any indebtedness of any other personPerson, entity or organization. The Company CCGI maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company 4.3.2 CCGI has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company CCGI in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyCCGI’s Common Stock, it being acknowledged that none of CCGI’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) Included in the last Form 10-KSB filed by Parent with the SEC are the audited balance sheet of Parent as of January 31, 2006, and the related statements of operations, stockholders' equity (deficit), and cash flows for the fiscal year ended January 31, 2006, including the notes thereto, and the accompanying report of the company's independent certified public accountant. (b) The Company’s consolidated financial statements (of Parent for the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) fiscal year ended January 31, 2007 have been prepared in accordance with generally accepted accounting principles applicable GAAP and in accordance with the United States published rules and regulations of America (“U.S. GAAP”) applied on a consistent basis the SEC with respect thereto throughout the periods indicated, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAPinvolved as explained in the notes to such financial statements. The Company Financial Statements fairly Parent financial statements present fairly, in all material respects, as of their respective dates, the financial condition and operating results position of the Company Parent. Parent did not have, as of the datesdate of any such financial statements, except as and for to the periods, indicated extent reflected or reserved against therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company has no material any liabilities or obligations (contingent absolute or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company maintains a standard system of accounting established and administered contingent) which should be reflected therein in accordance with U.S. GAAP, and all assets reflected therein present fairly the assets of Parent in accordance with GAAP. (bc) The Company With the exception of any filings required to be made pursuant to Section 16 of the Exchange Act, Parent has timely made all filings with the SEC that it has been required to make under the Securities Act of 1933 and the Securities Exchange Act ( of 1934. All documents required to be filed as exhibits to the “Public Reports”)SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms. Each of the Public Reports Parent's SEC Documents has complied in all material respects with the applicable provisions Exchange Act in effect as of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated thereundertheir respective dates. None of the Public ReportsParent's SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein therein, in light of the circumstances under which they were made, not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Common Stock.

Financial Statements; SEC Filings. (a) The Companya. MAMM’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SECFinancial Statements”) have 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 indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company MAMM as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial StatementsStatements or as disclosed in Schedule 2.10(a), the Company MAMM has no material liabilities (contingent or otherwise). The Company MAMM is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company MAMM maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (bi) The Company MAMM has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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 Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes/Oxley Xxxxxxxx-Xxxxx Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company MAMM in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s 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 MAMM has any right to rescind or other claim against MAMM for failure to comply with the Securities Act or state securities laws. (ii) Since the date of the filing of its annual report on Form 10-K for the year ended August 31, 2010, except as specifically disclosed to DED or in the Public Reports and except as set forth on Schedule 2.10(b)(ii): (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.9, a “Material Adverse Effect” means any event, occurrence, fact, condition, change or effect that is materially adverse to the business, assets, condition (financial or otherwise), operating results or prospects of MAMM); (B) MAMM has not incurred any liabilities, contingent or otherwise, other than professional fees, which are accurately disclosed in the Public Reports; (C) MAMM has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; and (D) MAMM has not made any loan, advance or capital contribution to or investment in any person or entity.

Financial Statements; SEC Filings. (a) The CompanyA. BOLD’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company BOLD as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company BOLD has no material liabilities (contingent or otherwise). The Company BOLD is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company BOLD maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. BOLD has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is has been no event, fact or circumstance that would cause any certification signed by any officer of the Company BOLD in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is has been no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyBOLD’s Common Stockcommon stock, it being acknowledged that none of BOLD’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) Included in the last Form 10-KSB filed by Parent with the SEC are the audited balance sheet of Parent as of December 31, 2006, and the related statements of operations, stockholders' equity (deficit), and cash flows for the fiscal year ended December 31, 2006, including the notes thereto, and the accompanying report of the company's independent certified public accountant. (b) The Company’s consolidated financial statements (of Parent for the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) fiscal year ended December 31, 2006 have been prepared in accordance with generally accepted accounting principles applicable GAAP and in accordance with the United States published rules and regulations of America (“U.S. GAAP”) applied on a consistent basis the SEC with respect thereto throughout the periods indicated, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAPinvolved as explained in the notes to such financial statements. The Company Financial Statements fairly Parent financial statements present fairly, in all material respects, as of their respective dates, the financial condition and operating results position of the Company Parent. Parent did not have, as of the datesdate of any such financial statements, except as and for to the periods, indicated extent reflected or reserved against therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company has no material any liabilities or obligations (contingent absolute or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company maintains a standard system of accounting established and administered contingent) which should be reflected therein in accordance with U.S. GAAP, and all assets reflected therein present fairly the assets of Parent in accordance with GAAP. (bc) The Company With the exception of any filings required to be made pursuant to Section 16 of the Exchange Act, Parent has timely made all filings with the SEC that it has been required to make under the Securities Act of 1933 and the Securities Exchange Act ( of 1934. All documents required to be filed as exhibits to the “Public Reports”)SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms. Each of the Public Reports Parent's SEC Documents has complied in all material respects with the applicable provisions Exchange Act in effect as of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated thereundertheir respective dates. None of the Public ReportsParent's SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein therein, in light of the circumstances under which they were made, not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Common Stock.

Financial Statements; SEC Filings. (a) The CompanyA. PRTN’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company PRTN as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company PRTN has no material liabilities (contingent or otherwise). The Company PRTN is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company PRTN maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. PRTN has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company PRTN in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyPRTN’s Common Stock, it being acknowledged that none of PRTN’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. PBCW’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company PBCW as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company PBCW has no material liabilities (contingent or otherwise). The Company PBCW is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company PBCW maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. PBCW has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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 thereunderthere under. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company PBCW in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyPBCW’s Common Stock, it being acknowledged that none of PBCW’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The Companya. Moonshine’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company Moonshine as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company Moonshine has no material liabilities (contingent or otherwise). The Company Moonshine is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company Moonshine maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company b. Moonshine has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company Moonshine in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyMoonshine’s Common Stock.

Financial Statements; SEC Filings. (a) The Companya. HMSM’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company HMSM as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company HMSM has no material liabilities (contingent or otherwise). The Company HMSM is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company HMSM maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company b. HMSM has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company HMSM in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyHMSM’s Common Stock, it being acknowledged that none of HMSM’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) Included in the last Form 10-KSB filed by Parent with the SEC are the audited balance sheet of Parent as of December 31, 2003 and December 31, 2004, and the related statements of operations, stockholders' equity (deficit), and cash flows for the fiscal year ended December 31, 2004, including the notes thereto, and the accompanying report of the company's independent certified public accountant. (b) The Company’s consolidated financial statements of Parent contained in the SEC Documents including the Forms 10-QSB for the three months ended March 31, 2005 (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”"MOST RECENT FILING DATE") have been prepared in accordance with generally accepted accounting principles applicable GAAP and in accordance with the United States published rules and regulations of America (“U.S. GAAP”) applied on a consistent basis the SEC with respect thereto throughout the periods indicated, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAPinvolved as explained in the notes to such financial statements. The Company Financial Statements fairly Parent financial statements present fairly, in all material respects, as of their respective dates, the financial condition and operating results position of the Company Parent. Parent did not have, as of the datesdate of any such financial statements, except as and for to the periods, indicated extent reflected or reserved against therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company has no material any liabilities or obligations (contingent absolute or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company maintains a standard system of accounting established and administered contingent) which should be reflected therein in accordance with U.S. GAAP, and all assets reflected therein present fairly the assets of Parent in accordance with GAAP. (bc) The Company Beginning with the Form 10-KSB for the year ended December 31, 2000, Parent has timely made all filings with the SEC that it has been required to make under the Securities Act of 1933 and the Securities Exchange Act ( of 1934. All documents required to be filed as exhibits to the “Public Reports”)SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms. Each of the Public Reports Parent's SEC Documents has complied in all material respects with the applicable provisions Exchange Act in effect as of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated thereundertheir respective dates. None of Parent's SEC Documents including the Public ReportsForms 10-KSB and Form 10-QSB, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein therein, in light of the circumstances under which they were made, not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Common Stock.

Financial Statements; SEC Filings. (a) The Company’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company has no material liabilities (contingent or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The the Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Common Stock.

Financial Statements; SEC Filings. (a) The CompanyA. HDSI’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company HDSI as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company HDSI has no material liabilities (contingent or otherwise). The Company HDSI is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company HDSI maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. HDSI has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”), as to its best knowledge. 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company HDSI in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of HDSI’s common stock, it being acknowledged that none of HDSI’s securities are approved or listed for trading on any exchange or quotation system. To the Company’s Common Stockextent that the Parties determine certain filings have not been made with the SEC, the Company will use its commercial best efforts to make any such filings promptly.

Financial Statements; SEC Filings. (a) The Companya. New Image’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company New Image as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company New Image has no material liabilities (contingent or otherwise). The Company New Image is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company New Image maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company b. New Image has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company New Image in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyNew Image’s Common Stock, it being acknowledged that none of New Image’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. HDSI’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company HDSI as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company HDSI has no material liabilities (contingent or otherwise). The Company HDSI is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company HDSI maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. HDSI has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company HDSI in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyHDSI’s Common Stockcommon stock, it being acknowledged that none of HDSI’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. NCDI’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company NCDI as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company NCDI has no material liabilities (contingent or otherwise). The Company NCDI is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company NCDI maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. NCDI has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). Each To the best of its knowledge, 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyNCDI’s Common Stock, it being acknowledged that none of NCDI’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. PBCW’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company PBCW as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company PBCW has no material liabilities (contingent or otherwise). The Company PBCW is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company PBCW maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. PBCW has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company PBCW in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyPBCW’s Common Stock, it being acknowledged that none of PBCW’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyParent’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission SEC (the “SECFinancial Statements”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) GAAP applied on a consistent basis throughout the periods indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company Parent as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company Parent has no material liabilities (contingent or otherwise). The Company Parent is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company Parent maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company (i) Parent has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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 Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes/Oxley Xxxxxxxx-Xxxxx Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There To the knowledge of Parent or the Parent Controlling Shareholders, there is no event, fact or circumstance that would cause any certification signed by any officer of the Company Parent in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s 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 Parent 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 shareholder of Parent has any right to rescind or other claim against Parent for failure to comply with the Securities Act or state securities laws. (ii) Since the date of the filing of its Quarterly Report on Form 10-Q for the quarter ended December 31, 2009: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect. A “Material Adverse Effect” means, when used with respect to the Parent, any event, occurrence, fact, condition, change or effect that is materially adverse to the business, assets, condition (financial or otherwise), operating results or prospects of Parent); (B) Parent has not incurred any liabilities other than in the ordinary course of business, contingent or otherwise, other than professional fees, which are accurately disclosed in the Public Reports; (C) Parent has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; and (D) Parent has not made any loan, advance or capital contribution to or investment in any person or entity.

Financial Statements; SEC Filings. (a) The Companya. Lihua’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company Lihua as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial StatementsStatements or as disclosed in Schedule 2.9(a), the Company Lihua has no material liabilities (contingent or otherwise). The Company Lihua is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company Lihua maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company b. Except as disclosed on Schedule 2.9(b), Lihua has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company Lihua in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyLihua’s Common Stock, it being acknowledged that none of Lihua’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) a. The Company’s consolidated financial statements (the “Company “ Financial StatementsStatements ”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the The Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company has no material liabilities (contingent or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP. It is understood by the Company that Paragon and the Paragon Shareholders have relied on the accuracy of the Financial Statements to proceed with the Share Exchange. The Company hereby attests to the accuracy of the Financial Statements. (b) b. The Company has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the ““ Public ReportsReports ”). 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 ActAct ”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There It is no revocation order, suspension order, injunction or other proceeding or law affecting understood by the trading Company that Paragon and the Paragon Shareholders have relied on the accuracy of the Company’s Common StockPublic Reports to proceed with the Share Exchange. The Company hereby attests to the accuracy of the Public Reports.

Financial Statements; SEC Filings. (a) The Companya. USTP’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SECFinancial Statements”) have 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 indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company USTP as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial StatementsStatements or as disclosed in Schedule 2.10(a), the Company USTP has no material liabilities (contingent or otherwise). The Company USTP is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company USTP maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (bi) The Company USTP has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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 Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes/Oxley Xxxxxxxx-Xxxxx Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company USTP in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s 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 USTP 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 USTP has any right to rescind or other claim against USTP for failure to comply with the Securities Act or state securities laws. (ii) Since the date of the filing of its annual report on Form 10-K for the year ended June 30, 2009, except as specifically disclosed in the Public Reports and except as set forth on Schedule 2.10(b)(ii): (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.9, a “Material Adverse Effect” means any event, occurrence, fact, condition, change or effect that is materially adverse to the business, assets, condition (financial or otherwise), operating results or prospects of USTP); (B) USTP has not incurred any liabilities, contingent or otherwise, other than professional fees, which are accurately disclosed in the Public Reports; (C) USTP has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; and (D) USTP has not made any loan, advance or capital contribution to or investment in any person or entity.

Financial Statements; SEC Filings. (a) The CompanyParent’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission SEC (the “SECFinancial Statements”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) GAAP applied on a consistent basis throughout the periods indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company Parent as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company Parent has no material liabilities (contingent or otherwise). The Company Parent is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company Parent maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company (i) Parent has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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 Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes/Oxley Xxxxxxxx-Xxxxx Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There To the knowledge of Parent or the Parent Controlling Shareholders, there is no event, fact or circumstance that would cause any certification signed by any officer of the Company Parent in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s 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 Parent 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 shareholder of Parent has any right to rescind or other claim against Parent for failure to comply with the Securities Act or state securities laws. (ii) Since the date of the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect. A “Material Adverse Effect” means, when used with respect to the Parent, any event, occurrence, fact, condition, change or effect that is materially adverse to the business, assets, condition (financial or otherwise), operating results or prospects of Parent); (B) Parent has not incurred any liabilities other than in the ordinary course of business, contingent or otherwise, other than professional fees, which are accurately disclosed in the Public Reports; (C) Parent has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; and (D) Parent has not made any loan, advance or capital contribution to or investment in any person or entity.

Financial Statements; SEC Filings. (a) The CompanyA. GMV’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company GMV as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company GMV has no material liabilities (contingent or otherwise). The Company GMV is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company GMV maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. GMV has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company GMV in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyGMV’s Common Stock, it being acknowledged that none of GMV’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. VAPE’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company VAPE as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company VAPE has no material liabilities (contingent or otherwise). The Company VAPE is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company VAPE maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. VAPE has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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 Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes/Oxley Xxxxxxxx-Xxxxx Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company VAPE in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyVAPE’s Common Stock, it being acknowledged that none of VAPE’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. CDYY’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company CDYY as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company CDYY has no material liabilities (contingent or otherwise). The Company CDYY is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company CDYY maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. CDYY has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company CDYY in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyCDYY’s Common Stock, it being acknowledged that none of CDYY’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyCOMPANY’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission SEC (the “SECFinancial Statements”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) GAAP applied on a consistent basis throughout the periods indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company COMPANY as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company COMPANY has no material liabilities (contingent or otherwise). The Company COMPANY is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company COMPANY maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (b) . The Company COMPANY has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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 Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes/Oxley Xxxxxxxx-Xxxxx Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There To the knowledge of The COMPANY or the Controlling Shareholders, there is no event, fact or circumstance that would cause any certification signed by any officer of the Company COMPANY in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s 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 the COMPANY 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 shareholder of the COMPANY has any right to rescind or other claim against the COMPANY for failure to comply with the Securities Act or state securities laws.

Financial Statements; SEC Filings. (a) The Companya. FormulaWon’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company FormulaWon as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company FormulaWon has no material liabilities (contingent or otherwise). The Company FormulaWon is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company FormulaWon maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company b. FormulaWon has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company FormulaWon in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyFormulaWon’s Common Stock, it being acknowledged that none of FormulaWon’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The Companya. Moonshine’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company Moonshine as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. . b. Except as set forth in the Company Financial Statements, the Company Moonshine has no material liabilities (contingent or otherwise). The Company Moonshine is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company Moonshine maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company c. Moonshine has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company Moonshine in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyMoonshine’s Common Stock.

Financial Statements; SEC Filings. (a) The CompanyA. IDVC’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company IDVC as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company IDVC has no material liabilities (contingent or otherwise). The Company IDVC is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company IDVC maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. IDVC has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company IDVC in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyIDVC’s Common Stock, it being acknowledged that none of IDVC’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. CENTURYTOUCH’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company CENTURYTOUCH as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company CENTURYTOUCH has no material liabilities (contingent or otherwise). The Company CENTURYTOUCH is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company CENTURYTOUCH maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. CENTURYTOUCH has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company CENTURYTOUCH in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyCENTURYTOUCH’s Common Stock, it being acknowledged that none of CENTURYTOUCH’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The Companya. League Now’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company League Now as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company League Now has no material liabilities (contingent or otherwise). The Company League Now is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company League Now maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company b. League Now has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company League Now in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyLeague Now’s Common Stock.

Financial Statements; SEC Filings. (a) The Company’s consolidated A. AMMO's financial statements (the “Company "Financial Statements”") contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company AMMO as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company AMMO has no material liabilities (contingent or otherwise). The Company AMMO is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company AMMO maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. AMMO has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( since becoming active again in 2007 (the “"Public Reports”"). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is has been no event, fact or circumstance that would cause any certification signed by any officer of the Company AMMO in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is has been no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Common StockAMMO's common stock, it being acknowledged that none of AMMO's securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. TYCV’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company TYCV as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company TYCV has no material liabilities (contingent or otherwise). The Company TYCV is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company TYCV maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. TYCV has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company TYCV in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyTYCV’s Common Stock, it being acknowledged that none of TYCV’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The Company’s consolidated Parent has filed all SEC Reports. The SEC Reports, including the financial statements contained therein, (the “Company Financial Statements”i) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) have been were prepared in accordance with generally accepted accounting principles applicable the requirements of the Exchange Act as in effect at the time they were filed and (ii) did not at the time they were filed 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 United States light of America the circumstances under which they were made, not misleading. There are no facts existing as of the date hereof peculiar to the Parent or any Subsidiary of the Parent which the Parent has not disclosed in the SEC Reports which, either individually or in the aggregate, would reasonably be expected to have a Buyer Material Adverse Effect. Neither the Parent nor the Buyer is party to any [Eagle Material Contract] that was required to have been filed as an exhibit to any SEC Report that was not so filed, other than this Agreement. (“U.S. GAAP”b) The financial statements contained in the SEC Reports were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly presented the financial position of the Parent and its Subsidiaries as at the respective dates thereof and the statements of operations and cash flows of the Parent and its Subsidiaries for the periods indicated, except that those Company Financial Statements that the unaudited interim financial statements were or are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal and recurring year-end audit adjustments. adjustments (none of which will be material in amount and effect). (c) Except as set forth reflected or reserved against in the Company Financial Statementsfinancial statements contained in the SEC Reports filed prior to the date of this Agreement or as otherwise disclosed in such SEC Reports, the Company has Parent and its Subsidiaries have no material liabilities of any nature (whether accrued, absolute, contingent or otherwise). The Company is not ) which, individually or in the aggregate, would have, or are reasonably likely to have, a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company maintains a standard system of accounting established and administered in accordance with U.S. GAAPBuyer Material Adverse Effect. (b) The Company has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Common Stock.

Financial Statements; SEC Filings. (a) The Company’s consolidated a. OCEE's financial statements (the “Company "Financial Statements”") contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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 indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company OCEE as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial StatementsStatements or as disclosed in Schedule 2.10(a), the Company OCEE has no material liabilities (contingent or otherwise). The Company OCEE is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company OCEE maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (bi) The Company Except for the Annual Report on Form 10-K for the period ended April 30, 2010, OCEE has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “"Public Reports”"). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There To the knowledge of OCEE or the OCEE Controlling Shareholders, there is no event, fact or circumstance that would cause any certification signed by any officer of the Company OCEE in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s 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 OCEE 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 OCEE has any right to rescind or other claim against OCEE for failure to comply with the Securities Act or state securities laws. (ii) Since the date of the filing of its annual report on Form 10-K for the year ended April 30, 2010, except as specifically disclosed in the Public Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.9, a "Material Adverse Effect" means any event, occurrence, fact, condition, change or effect that is materially adverse to the business, assets, condition (financial or otherwise), operating results or prospects of OCEE); (B) OCEE has not incurred any liabilities, contingent or otherwise, other than professional fees, which are accurately disclosed in the Public Reports; (C) OCEE has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; and (D) OCEE has not made any loan, advance or capital contribution to or investment in any person or entity.

Financial Statements; SEC Filings. (a) The Company’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company has no material liabilities (contingent or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The the Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Common Stock.

Financial Statements; SEC Filings. (a) The Company’s consolidated a. Color Accents’ financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company Color Accents as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company Color Accents has no material liabilities (contingent or otherwise). The Company Color Accents is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company Color Accents maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company b. Color Accents has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company Color Accents in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Color Accents’ Common Stock.

Financial Statements; SEC Filings. (a) The CompanyA. DMHI’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company DMHI as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company DMHI has no material liabilities (contingent or otherwise). The Company DMHI is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company DMHI maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. DMHI has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company DMHI in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyDMHI’s Common Stock, it being acknowledged that none of DMHI’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyMKHD’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (“SEC” and the “SECFinancial Statements”) (a) complied as to form in all material respects with the published rules and regulations of the SEC in effect at the time of filing; (b) have 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 indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company MKHD as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial StatementsStatements or as disclosed in Schedule [ ], the Company MKHD has no material liabilities (accrued, absolute contingent or otherwise). The Company MKHD is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company MKHD maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company MKHD has timely made all filed filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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 Sarxxxxx-Xxxxx Xxt of 2002 (the “Sarbanes/Oxley ActSarxxxxx-Xxxxx Xxt”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. Each of the principal executive officers of MKHD and the principal financial officer of MKHD (or each former principal executive officer of the MKHD and each former principal financial officer of MKHD, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarxxxxx-Xxxxx Xxt with respect to the MKHD Public Reports. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company MKHD in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. Neither MKHD nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Sarxxxxx-Xxxxx Xxt. As of the date hereof, MKHD has no reason to believe that its outside auditors and its principal executive officer and principal financial officer will not be able to give, without qualification, the certificates and attestations required pursuant to the Sarxxxxx-Xxxxx Xxt when next due. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s 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 MKHD has any right to rescind or other claim against MKHD for failure to comply with the Securities Act or state securities laws. (c) Since the date of the filing of its annual report on Form 10-K for the year ended December 31, 2011, except as (i) specifically disclosed to FRMB or in the Public Reports; and (ii) as set forth on Schedule [ ]: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.10, a “

Financial Statements; SEC Filings. (a) The CompanyA. SNDC’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company SNDC as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company SNDC has no material liabilities (contingent or otherwise). The Company SNDC is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company SNDC maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. SNDC has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company SNDC in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanySNDC’s Common Stockcommon stock, it being acknowledged that none of SNDC’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The Companya. USTP’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SECFinancial Statements”) have 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 indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company USTP as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial StatementsStatements or as disclosed in Schedule 2.10(a), the Company USTP has no material liabilities (contingent or otherwise). The Company USTP is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company USTP maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. . b. (bi) The Company USTP has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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 Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes/Oxley Xxxxxxxx-Xxxxx Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company USTP in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s 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 USTP 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 USTP has any right to rescind or other claim against USTP for failure to comply with the Securities Act or state securities laws. (ii) Since the date of the filing of its annual report on Form 10-K for the year ended June 30, 2009, except as specifically disclosed in the Public Reports and except as set forth on Schedule 2.10(b)(ii): (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.9, a “Material Adverse Effect” means any event, occurrence, fact, condition, change or effect that is materially adverse to the business, assets, condition (financial or otherwise), operating results or prospects of USTP); (B) USTP has not incurred any liabilities, contingent or otherwise, other than professional fees, which are accurately disclosed in the Public Reports; (C) USTP has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; and (D) USTP has not made any loan, advance or capital contribution to or investment in any person or entity.

Financial Statements; SEC Filings. (a) The CompanyA. ISRB’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company ISRB as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company ISRB has no material liabilities (contingent or otherwise). The Company ISRB is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company ISRB maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. ISRB has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is has been no event, fact or circumstance that would cause any certification signed by any officer of the Company ISRB in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is has been no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyISRB’s Common Stockcommon stock, it being acknowledged that none of ISRB’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. PBCW’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company PBCW as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company PBCW has no material liabilities (contingent or otherwise). The Company PBCW is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company PBCW maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. PBCW has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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 of2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated thereunderthere under. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company PBCW in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyPBCW’s Common Stock, it being acknowledged that none of PBCW’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The Companya. VIRZ’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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 indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company VIRZ as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial StatementsStatements or as disclosed in Schedule 2.10(a), the Company VIRZ has no material liabilities (contingent or otherwise). The Company VIRZ is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company VIRZ maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (bi) The Company VIRZ has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There To the knowledge of VIRZ or the VIRZ Controlling Shareholders, there is no event, fact or circumstance that would cause any certification signed by any officer of the Company VIRZ in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s 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 VIRZ 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 VIRZ has any right to rescind or other claim against VIRZ for failure to comply with the Securities Act or state securities laws. (ii) Since the date of the filing of its annual report on Form 10-K for the year ended September 30, 2009, except as specifically disclosed in the Public Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.9, a “Material Adverse Effect” means any event, occurrence, fact, condition, change or effect that is materially adverse to the business, assets, condition (financial or otherwise), operating results or prospects of VIRZ); (B) VIRZ has not incurred any liabilities, contingent or otherwise, other than professional fees, which are accurately disclosed in the Public Reports; (C) VIRZ has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; and (D) VIRZ has not made any loan, advance or capital contribution to or investment in any person or entity.

Financial Statements; SEC Filings. (a) The CompanyA. SVEN’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company SVEN as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company SVEN has no material liabilities (contingent or otherwise). The Company SVEN is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company SVEN maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. SVEN has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company SVEN in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanySVEN’s Common Stock, it being acknowledged that none of SVEN’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. SFCF’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company SFCF as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company SFCF has no material liabilities (contingent or otherwise). The Company SFCF is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company SFCF maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. SFCF has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company SFCF in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanySFCF’s Common Stock, it being acknowledged that none of SFCF’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The Companya. Artistry’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company Artistry as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company Artistry has no material liabilities (contingent or otherwise). The Company Artistry is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company Artistry maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company b. Artistry has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company Artistry in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyArtistry’s Common Stock.

Financial Statements; SEC Filings. (a) The Companya. Emys’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company Emys as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company Emys has no material liabilities (contingent or otherwise). The Company Emys is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company Emys maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company b. Emys has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company Emys in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyEmys’s Common Stock, it being acknowledged that none of Emys’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The CompanyA. GWBU’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) SEC have 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, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company GWBU as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company GWBU has no material liabilities (contingent or otherwise). The Company GWBU is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company GWBU maintains a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The Company B. GWBU has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (the “Public Reports”). 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, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company GWBU in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the CompanyGWBU’s Common Stock, it being acknowledged that none of GWBU’s securities are approved or listed for trading on any exchange or quotation system.

Financial Statements; SEC Filings. (a) The Companya. VICTORY DIVIDE’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission Commission, (the “SECFinancial Statements”) have 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 indicatedindicated and with each other, except that those Company of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company VICTORY DIVIDE as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company VICTORY DIVIDE has no material liabilities (contingent or otherwise). The Company VICTORY DIVIDE is not a guarantor or indemnitor of any indebtedness of any other person, entity firm or organizationcorporation. The Company VICTORY DIVIDE maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (bi) The Company VICTORY DIVIDE has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( (such filings, inclusive of all reports and VICTORY DIVIDE’s registration statement on Form 10-SB filed with the SEC on July 12, 2006 (the “Form 10-SB”), are hereinafter referred to as the “Public Reports”). Each of the Public Reports has complied in all material respects with the applicable provisions of the Securities Act, Act and the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated thereunder, as the case may be, in all material respects. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There The Form 10-SB, at the time it became effective, did not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made therein not misleading. The financial statements, including the notes thereto, included in the Public Reports have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of VICTORY DIVIDE as of such dates and the results of operations of VICTORY DIVIDE for such periods; provided, however, that the financial statements for all interim periods are subject to normal year-end adjustments and lack certain footnotes and other presentation items otherwise required by GAAP. To the knowledge of VICTORY DIVIDE, there is no event, fact or circumstance that would cause any certification signed by any officer of the Company VICTORY DIVIDE in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. The Common Stock of VICTORY DIVIDE covered by the Form 10-SB is validly, properly and effectively registered under the Exchange Act in accordance with all applicable federal securities laws and trades on the OTC Bulletin Board. There is no revocation order, suspension order, injunction or other proceeding or law affecting the effectiveness of VICTORY DIVIDE’s Exchange Act registration or the trading of its Common Stock. The consummation of the Company’s transactions contemplated by this Agreement do not conflict with and will not result in any violation of any NASD or OTC Bulletin Board trading requirement or standard applicable to VICTORY DIVIDE or its Common Stock. (ii) Since the date of the filing of its quarterly report on Form 10-QSB for the quarter ended June 30, 2007, except as specifically disclosed in the Public Reports and except as set forth on Schedule 2.10: (A) therehas been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.10, a “Material Adverse Effect” means any event, occurrence, fact, condition, change or effect that is materially adverse to the business, assets, condition (financial or otherwise), operating results or prospects of VICTORY DIVIDE); (B) VICTORY DIVIDE has not incurred any liabilities, contingent or otherwise, other than professional fees, which are accurately disclosed in the Public Reports; (C) VICTORY DIVIDE has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; or (D) VICTORY DIVIDE has not made any loan, advance or capital contribution to or investment in any person or entity.