Common use of Report and Financial Statements Clause in Contracts

Report and Financial Statements. The Company’s Annual Report on Form 10-KSB and 10-KSBA filed with the Securities and Exchange Commission contains the audited financial statements of the Company as of December 31, 2004 (the “Financial Statements”). Each of the balance sheets contained in or incorporated by reference into any such Financial Statements (including the related notes and schedules thereto) fairly presented the financial position of the Company as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Financial Statements (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of the Company for the periods to which they relate, in each case in accordance with United States generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of the Company have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transaction. SERIES A PREFERRED STOCK PURCHASE AGREEMENT BETWEEN QSGI INC. AND PIKE CAPITAL PARTNERS, LP PAGE 8 OF 21

Report and Financial Statements. The Company’s Annual Report on Form 10-KSB and 10-KSBA KSB, filed on April 15, 2005 with the Securities and Exchange Commission SEC contains the audited financial statements of the Company as of December 31, 2004 and for the two years then ended (collectively, the “Financial Statements”). Each of the balance sheets contained in or incorporated by reference into any such Financial Statements (including the related notes and schedules thereto) fairly presented the financial position of the Company Company, as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Financial Statements (including any related notes and schedules thereto) fairly presents and will fairly present the results of operationspresents, changes in stockholders’ equity and changes in cash flows, as the case may be, of the Company Company, for the periods to which they relate, in each case in accordance with United States generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of the Company have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transaction. SERIES A PREFERRED STOCK PURCHASE AGREEMENT BETWEEN QSGI INC. AND PIKE CAPITAL PARTNERS, LP PAGE 8 OF 21.

Report and Financial Statements. The Company’s Annual Report on Form 10-KSB and 10-KSBA KSB, filed on April 30, 2003 with the Securities and Exchange Commission contains the audited financial statements of the Company as of December 31, 2004 2002 (the “Financial Statements”). Each of the balance sheets contained in or incorporated by reference into any such Financial Statements (including the related notes and schedules thereto) fairly presented the financial position of the Company as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Financial Statements (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of the Company for the periods to which they relate, in each case in accordance with United States generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of the Company have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any or such other applicable internationally accepted legal and accounting requirements and reflect only actual transactionthat the Company is subject to. SERIES A PREFERRED STOCK PURCHASE AGREEMENT BETWEEN QSGI INC. ___________________ AND PIKE CAPITAL PARTNERS, LP PAGE 8 OF 21CERTAIN INVESTORS