Common use of Report and Financial Statements Clause in Contracts

Report and Financial Statements. Since April 24, 2008, PURCHASER has filed all reports and other documents required to be filed by PURCHASER with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (the "SEC Reports"). The consolidated financial statements of PURCHASER included in its Annual Report on an appropriate form for the year ended September 30, 2010 and for the quarter ended December 31, 2010 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of PURCHASER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments) (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 PURCHASER as of its date, and each of the statements of income and changes in shareholders' 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 shareholders' equity and changes in cash flows, as the case may be, of PURCHASER for the periods to which they relate. PURCHASER has not received and has no knowledge of any pending comments or requests from FINRA or the Securities and Exchange Commission or any other governmental authority. The authorized capital stock of PURCAHSER consists of One Hundred Million (100,000,000) shares of common stock, of which Thirty Million Six Hundred Thousand (30,600,000) shares are issued and outstanding and 50,000,000 authorized shares of preferred stock, none of which are issued and outstanding. All outstanding shares are fully paid and non-assessable, free of pre-emptive rights. At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating PURCHASER to issue or to transfer from treasury any additional shares of its common capital stock, except as may be disclosed in the Issuer SEC Reports.

Report and Financial Statements. Since April 24Trident has made available to Parent a copy of each report, 2008, PURCHASER has filed all reports schedule and other documents required to be definitive proxy statement filed by PURCHASER Trident with the Securities and Exchange Commission since May 31, 1995 as follows: (i) Form 10- KSB for the year ended May 31, 1995, and Forms 10-QSB for quarterly periods ended August 31, 1995, November 30, 1995 and February 29, 1996 (collectively, "SEC") under the Securities Exchange Act of 1934 (the "Trident SEC Reports"). The consolidated financial statements As of PURCHASER included in its Annual Report on an appropriate form for the year ended September 30their respective dates, 2010 and for the quarter ended December 31, 2010 comply as to form Trident SEC Reports complied in all material respects with applicable accounting the requirements and of the published laws, rules and regulations applicable to such Trident SEC Reports. As of their respective dates, Trident SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Trident included in Trident SEC with respect thereto, Reports have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by the SEC) general accepted accounting principles applied on a consistent basis during the periods involved (except as may otherwise be indicated therein or on the notes thereto and except with respect to unaudited statements permitted by Form 10-Q of the SEC). Trident has also heretofore delivered to Parent: (i) an audited pro forma balance sheet of Trident as at May 31, 1996 and 1997, including statements of income and changes in stockholders' equity of Trident, for the years ending December 1996 and 1997, together with notes thereto; and (ii) an unaudited pro forma balance sheet of Trident as of September 30, 1997 and unaudited pro forma statements of income, changes in stockholders' equity for the period then ended (together with the financial statements contained in the notes thereto) and Trident SEC Reports, the "Financial Statements"), which Financial Statement fairly present in all material respects the consolidated assets, liabilities, and financial position of PURCHASER and its consolidated Subsidiaries Trident as of the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (than ended, subject, in the case of the unaudited quarterly financial statements, to normal year-year end and audit adjustments) (the "Financial Statements"). Each of the balance sheets contained in or incorporated by reference into any such Financial Statements (including the related notes adjustments and schedules thereto) fairly presented the financial position of PURCHASER as of its date, and each of the statements of income and changes in shareholders' 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 shareholders' equity and changes in cash flows, as the case may be, of PURCHASER for the periods to which they relate. PURCHASER has not received and has no knowledge of any pending comments or requests from FINRA or the Securities and Exchange Commission or any other governmental authority. The authorized capital stock of PURCAHSER consists of One Hundred Million (100,000,000) shares of common stock, of which Thirty Million Six Hundred Thousand (30,600,000) shares are issued and outstanding and 50,000,000 authorized shares of preferred stock, none of which are issued and outstanding. All outstanding shares are fully paid and non-assessable, free of pre-emptive rights. At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating PURCHASER to issue or to transfer from treasury any additional shares of its common capital stock, except as may be disclosed in the Issuer SEC Reportsadjustments described therein.

Report and Financial Statements. Since April 24, 2008, PURCHASER has filed all reports and other documents required to be filed by PURCHASER with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (the "SEC Reports")4.6.1. The consolidated financial Company has delivered to the Investors the audited balance sheet of Konzern as of December 31, 2004 and the audited statements of PURCHASER included in its Annual Report on an appropriate form operations, stockholders equity and cash flows for the year ended September 30, 2010 and for the quarter years ended December 31, 2010 comply as to form in all material respects with applicable accounting requirements 2004 and 2003, and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of PURCHASER and its consolidated Subsidiaries balance sheet as of the dates thereof September 30, 2005 and the consolidated results unaudited statements of their operations and cash flows for the periods then nine months ended (subjectSeptember 30, 2005 and 2004 and stockholders' equity for the nine months ended September 30, 2005, in each cash including notes to the case of unaudited quarterly statementsfinancial statements (collectively, to normal year-end audit adjustments) (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 PURCHASER Konzern, as of its date, and each of the statements of income and changes in shareholdersoperations, 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 shareholdersstockholders' equity and changes in cash flows, as the case may be, of PURCHASER Konzern, for the periods to which they relate. PURCHASER has not received and has no knowledge of any pending comments or requests from FINRA or , in each case in accordance with United States generally accepted accounting principles ("U.S. GAAP") consistently applied during the Securities and Exchange Commission or any other governmental authority. The authorized capital stock of PURCAHSER consists of One Hundred Million (100,000,000) shares of common stock, of which Thirty Million Six Hundred Thousand (30,600,000) shares are issued and outstanding and 50,000,000 authorized shares of preferred stock, none of which are issued and outstanding. All outstanding shares are fully paid and non-assessable, free of pre-emptive rights. At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating PURCHASER to issue or to transfer from treasury any additional shares of its common capital stockperiods involved, except in each case as may be disclosed noted therein, subject to normal year-end audit adjustments in the Issuer SEC Reportscase 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. Moore Stephens Wurth Frazer and Torbet, LLP, who audited the audited xxxxxcxxx xxxxexxxxx, xx xxdepenxxxx xithin the meaning of the regulations of the SEC. 4.6.2. The Company has provided the Investors with a copy of the management letter issued by Moore Stephens Wurth Frazer and Torbet, LLP in connection with its auxxx xf Xxxxxxx'x xxxxxxx xxnancixx xxxtements for 2004 if such firm issued a management letter. The Company has addressed, to the satisfaction of Moore Stephens Wurth Frazer and Torbet, LLP any deficiencies reflectex xx txx xxxxxexxxx xxxxxx.

Report and Financial Statements. Since April 24, 2008, PURCHASER has filed all reports and other documents required to be filed by PURCHASER with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (the "SEC Reports"). 4.6.1 The consolidated financial statements of PURCHASER included in its Annual Report on an appropriate form Keep On, Suny and Suny’s Subsidiaries for the year ended September 30, 2010 and for the quarter years ended December 31, 2010 comply as to form in all material respects 2006 and 2005, including consolidated balance sheets, statements of operations, stockholders’ equity and cash flows, together with applicable the notes thereon, certified by Xxxxxxxx & Company Certified Public Accountants, P.C. (“Xxxxxxxx”), the Company’s independent registered accounting requirements and firm, together with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statementsfinancial statements for the six months ended June 30, as permitted by 2007 and 2007, consisting of a balance sheet at June 30, 2007, statement of stockholders’ equity for the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) six months ended June 30, 2007, and fairly present in all material respects the consolidated financial position statements of PURCHASER and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then six months ended (subjectJune 30, in 2007 and 2006, which have been reviewed by Xxxxxxxx have been delivered to the case of unaudited quarterly statements, to normal year-end audit adjustments) (the "Financial Statements")Investors. Each of the consolidated balance sheets contained in or incorporated by reference into any such Financial Statements (including the related notes and schedules thereto) fairly presented presents the financial position of PURCHASER the Keep On, Suny and Suny’s Subsidiaries, as of its date, and each of the consolidated statements of income and changes in shareholders' income, 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 shareholders' equity cash flows and changes in cash flowsstockholders’ equity, as the case may be, of PURCHASER Keep On, Suny and Suny’s Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved. PURCHASER The Xxxxxxxx is independent as to the Company, Keep On, Suny and Suny’s Subsidiaries in accordance with the rules and regulations of the SEC. The books and records of the Keep On, Suny and Suny’s Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transaction. Neither Keep On nor Suny has received any advice from the Xxxxxxxx to the effect that there is any significant deficiency or material weakness in the Keep On’s or Suny’s controls or recommending any corrective action on the part of Keep On, Suny or any Subsidiary. Neither Keep On, Suny nor Suny’s Subsidiaries has any contingent liability which is not reflected in the financial statements. 4.6.2 The Company’s Form 10-KSB for the year ended July 31, 2006, contains the audited financial statements of the Company, certified by Sherb & Co., LLP, (“Sherb”), the Company’s independent registered accounting firm, and the Company’s Form 10-QSB for the quarter ended April 30, 2007 contains the unaudited financial statements of the Company which have been reviewed by Sherb. The balance sheets fairly present the financial position of the Company, as of their respective dates, and each of the consolidated statements of income, stockholders’ equity and cash flows (including any related notes and schedules thereto) fairly presents the results of operations, cash flows and changes in stockholders’ equity, as the case may be, of the Company for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved. Sherb is independent as to the Company in accordance with the rules and regulations of the SEC. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transaction. The Company has not received any letters of comments from the SEC relating to any filing made by the Company with the SEC which has not been addressed by an amended filing, and each amended filing fully responds to the questions raised by the staff of the SEC. The Company maintains disclosure controls and procedures that are effective to ensure that information required to be disclosed by the Company in its annual and quarterly reports filed with the SEC is accumulated and communicated to the Company’s management, including its principal executive and financial officers as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Company’s internal controls or other factors that could significantly affect such controls subsequent to December 31, 2006. The Company has no knowledge not received any advice from Sherb to the effect that there is any significant deficiency or material weakness in the Company’s controls or recommending any corrective action on the part of any pending comments or requests from FINRA or the Securities and Exchange Commission Company or any other governmental authoritySubsidiary. The authorized capital stock of PURCAHSER consists of One Hundred Million (100,000,000) shares of common stock, of which Thirty Million Six Hundred Thousand (30,600,000) shares are issued and outstanding and 50,000,000 authorized shares of preferred stock, none of which are issued and outstanding. All outstanding shares are fully paid and non-assessable, free of pre-emptive rights. At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating PURCHASER to issue or to transfer from treasury Company does not have any additional shares of its common capital stock, except as may be disclosed in the Issuer SEC Reportscontingent liabilities.