Common use of Financial Statements; Taxes Clause in Contracts

Financial Statements; Taxes. (a) Included in the GoEnergy Schedules are the audited balance sheets of GoEnergy as of July 31, 2010 and 2009, and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal years ended July 31, 2010 and 2009, together with the notes to such statements; (b) All such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) consistently applied on the date and throughout the periods involved. The GoEnergy balance sheets, statements of operations, stockholders’ equity and cash flows are true and accurate and present fairly as of their respective dates the financial condition of GoEnergy; (c) GoEnergy has no liabilities or obligations, direct or indirect, matured or unmatured, contingent or otherwise, of any nature whatsoever, and has not (i) borrowed or agreed to borrow any funds, or incurred or become subject to, any material obligation or liability; (ii) paid or agreed to pay any material obligations or liabilities (direct or indirect, matured or unmatured, contingent or otherwise), such as a guaranty of any obligation; or (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties or rights, or canceled, or agreed to cancel, any debts or claims; (d) GoEnergy has timely filed all state, federal and local income and franchise tax returns required to be filed by it from its inception to the date hereof. GoEnergy has no liabilities with respect to the payment of any federal, state, foreign, county, local or other taxes (including any deficiencies, interest or penalties); and (e) The books and records, financial and otherwise, of GoEnergy are complete and correct and have been maintained in accordance with U.S. GAAP consistently applied throughout the periods involved.

Financial Statements; Taxes. (a) Included in the GoEnergy Teen Education Schedules are (i) the audited balance sheets of GoEnergy Teen Education as of July December 31, 2010 2009 and 2009December 31, 2008, and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal years ended July December 31, 2010 2009 and 2009December 31, 2008, together with the notes to such statementsstatements and the opinion of Xxxx X. Xxxxxx, CPA, LLC, independent certified public accountants and (ii) the unaudited financial statements for the six months ended June 30, 2010; (b) All such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) consistently applied on the date and throughout the periods involved. The GoEnergy Teen Education balance sheets, statements of operations, stockholders’ equity and cash flows are true and accurate and present fairly as of their respective dates the financial condition of GoEnergy; (c) GoEnergy has Teen Education. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Teen Education had no liabilities or obligations, obligations direct or indirect, matured or unmatured, contingent or otherwise, of any nature whatsoever, and which should be reflected in the balance sheets or the notes thereto prepared in accordance with U.S. GAAP; (c) Teen Education has not (i) borrowed or agreed to borrow any fundsfunds or incurred, or incurred or become subject to, any material obligation or liability; (ii) paid or agreed to pay any material obligations or liabilities (direct or indirect, matured or unmatured, contingent or otherwise), such as a guaranty of any obligation, other than current liabilities reflected in or shown on the most recent Teen Education balance sheet; or (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties or rights, or canceled, or agreed to cancel, any debts or claims; (d) GoEnergy Teen Education has timely filed all state, federal and local income and and/or franchise tax returns required to be filed by it from its inception to the date hereof. GoEnergy Teen Education has no liabilities with respect to the payment of any federal, state, foreign, county, local or other taxes (including any deficiencies, interest or penalties); and (e) The books and records, financial and otherwise, of GoEnergy Teen Education are in all material aspects complete and correct and have been maintained in accordance with U.S. GAAP consistently applied throughout the periods involved.

Financial Statements; Taxes. (a) Included in the GoEnergy Schedules are the audited balance sheets of GoEnergy as of July 31, 2010 and 2009, and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal years ended July 31, 2010 and 2009, together with the notes to such statements; (b) All such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (““ U.S. GAAPGAAP ”) consistently applied on the date and throughout the periods involved. The GoEnergy balance sheets, statements of operations, stockholders’ equity and cash flows are true and accurate and present fairly as of their respective dates the financial condition of GoEnergy; (c) GoEnergy has no liabilities or obligations, direct or indirect, matured or unmatured, contingent or otherwise, of any nature whatsoever, and has not (i) borrowed or agreed to borrow any funds, or incurred or become subject to, any material obligation or liability; (ii) paid or agreed to pay any material obligations or liabilities (direct or indirect, matured or unmatured, contingent or otherwise), such as a guaranty of any obligation; or (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties or rights, or canceled, or agreed to cancel, any debts or claims; (d) GoEnergy has timely filed all state, federal and local income and franchise tax returns required to be filed by it from its inception to the date hereof. GoEnergy has no liabilities with respect to the payment of any federal, state, foreign, county, local or other taxes (including any deficiencies, interest or penalties); and (e) The books and records, financial and otherwise, of GoEnergy are complete and correct and have been maintained in accordance with U.S. GAAP consistently applied throughout the periods involved.

Financial Statements; Taxes. (a) Included in the GoEnergy Hardwired Schedules are the audited balance sheets of GoEnergy as of July Hardwired for the fiscal years ended December 31, 2010 and 2009, and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal years ended July December 31, 2010 and 2009, together with the notes to such statements; (b) All such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) consistently applied on the date and throughout the periods involved. The GoEnergy Hardwired balance sheets, statements of operations, stockholders’ equity and cash flows are true and accurate and present fairly as of their respective dates the financial condition of GoEnergyHardwired; (c) GoEnergy Hardwired has no liabilities or obligations, direct or indirect, matured or unmatured, contingent or otherwise, of any nature whatsoever, and has not (i) borrowed or agreed to borrow any funds, or incurred or become subject to, any material obligation or liability; (ii) paid or agreed to pay any material obligations or liabilities (direct or indirect, matured or unmatured, contingent or otherwise), such as a guaranty of any obligation; or (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties or rights, or canceled, or agreed to cancel, any debts or claims; (d) GoEnergy Hardwired has timely filed all state, federal and local income and franchise tax returns required to be filed by it from its inception to the date hereof. GoEnergy Hardwired has no liabilities with respect to the payment of any federal, state, foreign, county, local or other taxes (including any deficiencies, interest or penalties); and (e) The books and records, financial and otherwise, of GoEnergy Hardwired are complete and correct and have been maintained in accordance with U.S. GAAP consistently applied throughout the periods involved.

Financial Statements; Taxes. (a) Included in the GoEnergy Wired Schedules are the audited balance sheets of GoEnergy as of July Wired for the fiscal years ended October 31, 2010 and 2009, and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal years ended July October 31, 2010 and 2009, together with the notes to such statements; (b) All such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) consistently applied on the date and throughout the periods involved. The GoEnergy Wired balance sheets, statements of operations, stockholders’ equity and cash flows are true and accurate and present fairly as of their respective dates the financial condition of GoEnergyWired; (c) GoEnergy Wired has no liabilities or obligations, direct or indirect, matured or unmatured, contingent or otherwise, of any nature whatsoever, and has not (i) borrowed or agreed to borrow any funds, or incurred or become subject to, any material obligation or liability; (ii) paid or agreed to pay any material obligations or liabilities (direct or indirect, matured or unmatured, contingent or otherwise), such as a guaranty of any obligation; or (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties or rights, or canceled, or agreed to cancel, any debts or claims; (d) GoEnergy Wired has timely filed all state, federal and local income and franchise tax returns required to be filed by it from its inception to the date hereof. GoEnergy Wired has no liabilities with respect to the payment of any federal, state, foreign, county, local or other taxes (including any deficiencies, interest or penalties); and (e) The books and records, financial and otherwise, of GoEnergy Wired are complete and correct and have been maintained in accordance with U.S. GAAP consistently applied throughout the periods involved.