Common use of Financial Statements; SEC Filings Clause in Contracts

Financial Statements; SEC Filings. (a) The Company has on a timely basis filed all forms, reports, and documents required to be filed by it with the Securities and Exchange Commission (“SEC”) since January 1, 2001. SCHEDULE 3.5 lists and (except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) two days prior to the date of this Agreement) contains true and complete copies in the form filed with the SEC of (i) the Company’s Annual Reports on Form 10-K SB for each fiscal year of the Company ending on or after December 31, 1999; (ii) its Quarterly Reports on Form 10-Q SB for each of the first three fiscal quarters in each of the fiscal years of the Company referred to in clause (i) above; (iii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents since the beginning of the first fiscal year referred to in clause (i) above; (iv) all certifications and statements required by (A) Rule 13a-14 or 15d-14 under the Exchange Act or (B) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)) with respect to any report referred to in clause (i) or (ii) above; (v) all other forms, reports, registration statements, and other documents (other than preliminary materials if the corresponding definitive materials are contained in Schedule 3.5) filed by the Company with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, and other documents referred to in clauses (i), (ii), (iii), (iv), and (v) above are, collectively, the “Company SEC Reports” and, to the extent available in full without redaction on the SEC’s web site through XXXXX two days prior to the date of this Agreement, are, collectively, the “Filed Company SEC Reports”); and (vi) all comment letters received by the Company from the staff of the SEC since January 1, 2001, and all responses to such comment letters by or on behalf of the Company. All matters and statements made in the certifications and statements referred to in clause (iv) above are accurate. The Company SEC Reports (x) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations thereunder and (y) did not at the time they were filed with the SEC, or will not at the time they are filed with the SEC, 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 made therein, in the light of the circumstances under which they were made, not misleading. The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Schedule 3.5 contains true and complete copies of all written descriptions of and all policies, manuals, and other documents promulgating such disclosure controls and procedures. Except as disclosed in Filed Company SEC Reports, each director and executive officer of the Company has filed with the SEC on a timely basis complete and accurate versions of all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since January 1, 2001. As used in this Section 3.5, the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied, or otherwise made available to the SEC, including, but not limited to, as may be required pursuant to Item 9 or 12 of Form 8-K. (b) The financial statements of the Company included or incorporated by reference in any Company SEC Reports (including the related notes) complied as to form, as of the respective dates of filing of such Company SEC Reports with the SEC, in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto (including, without limitation, Regulation S-B), have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, to the extent permitted by Regulation SB for Quarterly Reports on Form 10-Q-SB) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of the Company at the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that were not, or with respect to any such financial statements contained in any Company SEC Reports to be filed subsequent to the date hereof are not expected to be, material in amount or effect). Schedule 3.5 lists copies of the documentation creating or governing, all “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation SB) in effect with respect to the Company during any period covered by any of the Company SEC Reports that was required to be disclosed in any Company SEC Report. Odenburg, Ullakko Murenishi & Company, LLP, which has expressed its opinion with respect to the consolidated financial statements of the Company included in Company SEC Reports (including the related notes) filed after January 1, 2003, (x) is a registered public accounting firm (as defined in Section 2(a)(12) of SOX), (y) to the Company’s knowledge, after reasonable inquiry, is and has been throughout the periods covered by such financial statements “independent” with respect to the Company within the meaning of Regulation S-X, and (z) to the Company’s knowledge, after reasonable inquiry, is, and has been throughout the periods covered by such financial statements, with respect to the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act. Xxxx XxXxxxxx Xxxx & Company LLP, which expressed its opinion with respect to the consolidated financial statements of the Company included in Company SEC Reports (including the related notes) filed prior to January 1, 2003, (y) to the Company’s knowledge, after reasonable inquiry, was throughout the periods covered by such financial statements “independent” with respect to the Company within the meaning of Regulation S-X, and (z) to the Company’s knowledge, after reasonable inquiry, was throughout the periods covered by such financial statements, with respect to the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act. SCHEDULE 3.5 lists all non-audit services performed by Odenburg, Ullakko Murenishi & Company, LLP or Xxxx XxXxxxxx Xxxx & Company LLP for the Company since January 1, 2003. (c) Except as and to the extent set forth on the audited balance sheet of the Company as of September 30, 2004, including all notes thereto (the “Year-end Balance Sheet”) attached to this Agreement as SCHEDULE 3.5(c), the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent, or otherwise) that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP, except (i) for liabilities or obligations incurred in the ordinary course of business since September 30, 2004, that would not have a material adverse effect on the Company, or (ii) as otherwise reflected in the Filed Company SEC Reports.

Financial Statements; SEC Filings. (a) The Company has on a timely basis filed all forms, reports, and documents required to be filed by it with the Securities and Exchange Commission (“"SEC”") since January 1, 2001. SCHEDULE 3.5 lists and (except to the extent available in full without redaction on the SEC’s 's web site through the Electronic Data Gathering, Analysis and Retrieval System (“"XXXXX”") two days prior to the date of this Agreement) contains true and complete copies in the form filed with the SEC of (i) the Company’s 's Annual Reports on Form 10-K SB for each fiscal year of the Company ending on or after December 31, 1999; (ii) its Quarterly Reports on Form 10-Q SB for each of the first three fiscal quarters in each of the fiscal years of the Company referred to in clause (i) above; (iii) all proxy statements relating to the Company’s 's meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents since the beginning of the first fiscal year referred to in clause (i) above; (iv) all certifications and statements required by (A) Rule 13a-14 or 15d-14 under the Exchange Act or (B) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“"SOX”")) with respect to any report referred to in clause (i) or (ii) above; (v) all other forms, reports, registration statements, and other documents (other than preliminary materials if the corresponding definitive materials are contained in Schedule 3.5) filed by the Company with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, and other documents referred to in clauses (i), (ii), (iii), (iv), and (v) above are, collectively, the “"Company SEC Reports” " and, to the extent available in full without redaction on the SEC’s 's web site through XXXXX two days prior to the date of this Agreement, are, collectively, the “"Filed Company SEC Reports”"); and (vi) all comment letters received by the Company from the staff of the SEC since January 1, 2001, and all responses to such comment letters by or on behalf of the Company. All matters and statements made in the certifications and statements referred to in clause (iv) above are accurate. The Company SEC Reports (x) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations thereunder and (y) did not at the time they were filed with the SEC, or will not at the time they are filed with the SEC, 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 made therein, in the light of the circumstances under which they were made, not misleading. The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Schedule 3.5 contains true and complete copies of all written descriptions of and all policies, manuals, and other documents promulgating such disclosure controls and procedures. Except as disclosed in Filed Company SEC Reports, each director and executive officer of the Company has filed with the SEC on a timely basis complete and accurate versions of all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since January 1, 2001. As used in this Section 3.5, the term “"filed” " shall be broadly construed to include any manner in which a document or information is furnished, supplied, or otherwise made available to the SEC, including, but not limited to, as may be required pursuant to Item 9 or 12 of Form 8-K. (b) The financial statements of the Company included or incorporated by reference in any Company SEC Reports (including the related notes) complied as to form, as of the respective dates of filing of such Company SEC Reports with the SEC, in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto (including, without limitation, Regulation S-B), have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, to the extent permitted by Regulation SB for Quarterly Reports on Form 10-Q-SB) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of the Company at the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that were not, or with respect to any such financial statements contained in any Company SEC Reports to be filed subsequent to the date hereof are not expected to be, material in amount or effect). Schedule 3.5 lists copies of the documentation creating or governing, all “"off-balance sheet arrangements” " (as defined in Item 303(c) of Regulation SB) in effect with respect to the Company during any period covered by any of the Company SEC Reports that was required to be disclosed in any Company SEC Report. Odenburg, Ullakko Murenishi & Company, LLP, which has expressed its opinion with respect to the consolidated financial statements of the Company included in Company SEC Reports (including the related notes) filed after January 1, 2003, (x) is a registered public accounting firm (as defined in Section 2(a)(12) of SOX), (y) to the Company’s 's knowledge, after reasonable inquiry, is and has been throughout the periods covered by such financial statements “"independent” " with respect to the Company within the meaning of Regulation S-X, and (z) to the Company’s 's knowledge, after reasonable inquiry, is, and has been throughout the periods covered by such financial statements, with respect to the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act. Xxxx XxXxxxxx Xxxx & Company LLP, which expressed its opinion with respect to the consolidated financial statements of the Company included in Company SEC Reports (including the related notes) filed prior to January 1, 2003, (y) to the Company’s 's knowledge, after reasonable inquiry, was throughout the periods covered by such financial statements “"independent” " with respect to the Company within the meaning of Regulation S-X, and (z) to the Company’s 's knowledge, after reasonable inquiry, was throughout the periods covered by such financial statements, with respect to the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act. SCHEDULE 3.5 lists all non-audit services performed by Odenburg, Ullakko Murenishi & Company, LLP or Xxxx XxXxxxxx Xxxx & Company LLP for the Company since January 1, 2003. (c) Except as and to the extent set forth on the audited balance sheet of the Company as of September 30, 2004, including all notes thereto (the “"Year-end Balance Sheet”") attached to this Agreement as SCHEDULE 3.5(c), the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent, or otherwise) that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP, except (i) for liabilities or obligations incurred in the ordinary course of business since September 30, 2004, that would not have a material adverse effect on the Company, or (ii) as otherwise reflected in the Filed Company SEC Reports.

Financial Statements; SEC Filings. (a) The Company has on a timely basis filed all forms, reports, and documents required to be filed by it with the Securities and Exchange Commission (“"SEC”") since January 1, 2001. SCHEDULE 3.5 lists and (except to the extent available in full without redaction on the SEC’s 's web site through the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”"EDGAR") two days prior to the date of this Agreement) contains true and xxx complete copies in the form filed with the SEC of (i) the Company’s 's Annual Reports on Form 10-K SB for each fiscal year of the Company ending on or after December 31, 1999; (ii) its Quarterly Reports on Form 10-Q SB for each of the first three fiscal quarters in each of the fiscal years of the Company referred to in clause (i) above; (iii) all proxy statements relating to the Company’s 's meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents since the beginning of the first fiscal year referred to in clause (i) above; (iv) all certifications and statements required by (A) Rule 13a-14 or 15d-14 under the Exchange Act or (B) 18 U.S.C. § ss. 1350 (Section 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 (“"SOX”")) with respect to any report referred to in rxxxxxxx xx xx clause (i) or (ii) above; (v) all other forms, reports, registration statements, and other documents (other than preliminary materials if the corresponding definitive materials are contained in Schedule 3.5) filed by the Company with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, and other documents referred to in clauses (i), (ii), (iii), (iv), and (v) above are, collectively, the “"Company SEC Reports” " and, to the extent available in full without redaction on the SEC’s 's web site through XXXXX EDGAR two days prior to the date of this Agreement, are, collectivelycollectivelx, the “xxe "Filed Company SEC Reports”"); and (vi) all comment letters received by the Company from the staff of the SEC since January 1, 2001, and all responses to such comment letters by or on behalf of the Company. All matters and statements made in the certifications and statements referred to in clause (iv) above are accurate. The Company SEC Reports (x) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations thereunder and (y) did not at the time they were filed with the SEC, or will not at the time they are filed with the SEC, 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 made therein, in the light of the circumstances under which they were made, not misleading. The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Schedule 3.5 contains true and complete copies of all written descriptions of and all policies, manuals, and other documents promulgating such disclosure controls and procedures. Except as disclosed in Filed Company SEC Reports, each director and executive officer of the Company has filed with the SEC on a timely basis complete and accurate versions of all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since January 1, 2001. As used in this Section 3.5, the term “"filed” " shall be broadly construed to include any manner in which a document or information is furnished, supplied, or otherwise made available to the SEC, including, but not limited to, as may be required pursuant to Item 9 or 12 of Form 8-K. (b) The financial statements of the Company included or incorporated by reference in any Company SEC Reports (including the related notes) complied as to form, as of the respective dates of filing of such Company SEC Reports with the SEC, in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto (including, without limitation, Regulation S-B), have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, to the extent permitted by Regulation SB for Quarterly Reports on Form 10-Q-SB) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of the Company at the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that were not, or with respect to any such financial statements contained in any Company SEC Reports to be filed subsequent to the date hereof are not expected to be, material in amount or effect). Schedule 3.5 lists copies of the documentation creating or governing, all “"off-balance sheet arrangements” " (as defined in Item 303(c) of Regulation SB) in effect with respect to the Company during any period covered by any of the Company SEC Reports that was required to be disclosed in any Company SEC Report. Odenburg, Ullakko Murenishi & Company, LLP, which has expressed its opinion with respect to the consolidated financial statements of the Company included in Company SEC Reports (including the related notes) filed after January 1, 2003, (x) is a registered public accounting firm (as defined in Section 2(a)(12) of SOX), (y) to the Company’s 's knowledge, after reasonable inquiry, is and has been throughout the periods covered by such financial statements “"independent” " with respect to the Company within the meaning of Regulation S-X, and (z) to the Company’s 's knowledge, after reasonable inquiry, is, and has been throughout the periods covered by such financial statements, with respect to the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act. Xxxx XxXxxxxx Xxxx Pohl McNabola Berg & Company LLP, which expressed its opinion with respect to the consolidated wixx xesxxxx xx thx xxnsolidated financial statements of the Company included in Company SEC Reports (including the related notes) filed prior to January 1, 2003, (y) to the Company’s 's knowledge, after reasonable inquiry, was throughout the periods covered by such financial statements “"independent” " with respect to the Company within the meaning of Regulation S-X, and (z) to the Company’s 's knowledge, after reasonable inquiry, was throughout the periods covered by such financial statements, with respect to the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act. SCHEDULE 3.5 lists all non-audit services performed by Odenburg, Ullakko Murenishi & Company, LLP or Xxxx XxXxxxxx Xxxx Pohl McNabola Berg & Company LLP for the Company since January 1, 20030000. (c) Except as and to the extent set forth on the audited balance sheet of the Company as of September 30, 2004, including all notes thereto (the “"Year-end Balance Sheet”") attached to this Agreement as SCHEDULE 3.5(c), the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent, or otherwise) that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP, except (i) for liabilities or obligations incurred in the ordinary course of business since September 30, 2004, that would not have a material adverse effect on the Company, or (ii) as otherwise reflected in the Filed Company SEC Reports.SCHEDULE