Common use of SEC Reports, Etc Clause in Contracts

SEC Reports, Etc. (a) The Company has made available to the Purchaser true and complete copies of each report, schedule and registration statement, including the exhibits thereto, filed by the Company with the Securities and Exchange Commission (the "Commission") since June 30, 1998, which, except as set forth in Schedule 2.6(a), are all the documents that the Company was required to file with the Commission since that date and through the date hereof (all of such documents as amended as of the date hereof collectively, the "SEC Documents"). As of their respective dates, the SEC Documents (as amended as of the date hereof) complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the Commission thereunder. As of their respective dates, except to the extent that information contained therein has been revised or superseded by a later filed SEC Document, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, are in accordance with and accurately reflect, in all material respects, all entries contained in the books and records of the Company and its Subsidiaries, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB) and fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring audit adjustments).

SEC Reports, Etc. (a) The Company representations and warranties provided in this Section 3.12 are given solely by ABC. ABC has made available to the Purchaser true and complete copies of each report, schedule and registration statement, including the exhibits thereto, filed by the Company in a timely manner with the Securities and Exchange Commission (the "COMMISSION"), all reports required to be filed and is "current" in its reporting obligations. The following reports have been filed by ABC with the Commission and currently available on the Commission"'s website: (i) since June 30Quarterly Reports on Form 10-QSB for the quarters ended May 31, 19982003, whichand February 28, 2003, (ii) the Registration Statement on Form 8-A filed with the Commission on April 17, 2003; and (iii) the Registration Statement on Form SB-2 filed with the Commission on December 10, 2002 (and all amendments thereto), and declared effective on April 14, 2003. In addition, except as set forth provided in Schedule 2.6(a)SCHEDULE 3.12 annexed hereto, Xx. Xxxxxxxx has filed all Reports on Form 3 and Form 4 required to be filed with the Commission, if any, and to the best of ABC's knowledge no other shareholders of ABC have been required to file any Reports on Form 3 or Form 4. In addition, ABC will have filed its Annual Report on Form 10-KSB for the fiscal year ended August 31, 2003, on or before November 30, 2003. All reports required to be filed by ABC with the Commission are hereinafter referred to as the "SEC Reports." The SEC Reports are, or will be when they are filed, true and correct in all material respects and constitute all of the documents and reports that the Company was ABC and/or its shareholders were/are required to file with the Commission pursuant to the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder since that date and through the date hereof (all of such documents as amended as of the date hereof collectively, the "SEC Documents")August 2002. As of their respective dates, the SEC Documents (as amended as of the date hereof) complied as to form Reports comply in all material respects with the requirements of the Securities Act or the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the Commission thereunder. As of their respective dates, except to the extent that information contained therein has been revised or superseded by a later filed SEC Document, promulgated thereunder and none of the SEC Documents Reports contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, are in accordance with and accurately reflect, in all material respects, all entries contained in the books and records of the Company and its Subsidiaries, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB) and fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring audit adjustments).

SEC Reports, Etc. The common stock of JMAR is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (a"Exchange Act") The Company and JMAR has made available timely filed all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Purchaser true and complete Exchange Act. JMAR has furnished Sellers with copies of each report(i) its Annual Reports on Form 10-K for the fiscal year ended December 31, schedule 2003 and registration statement, including (ii) its Quarterly Report on Form 10-Q for the exhibits thereto, filed by the Company with the Securities and Exchange Commission (the "Commission") since fiscal quarter ended June 30, 1998, which, except as set forth in Schedule 2.6(a), are all the documents that the Company was required to file with the Commission since that date and through the date hereof 2004 (all of such documents as amended as of the date hereof collectively, the "SEC DocumentsReports"). As Each SEC Report was, at the time of their respective datesits filing, the SEC Documents (as amended as of the date hereof) complied as to form in all material respects substantial compliance with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, its respective form and the rules and regulations of the Commission thereunder. As of their respective dates, except to the extent that information contained therein has been revised or superseded by a later filed SEC Document, none of the SEC Documents Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company JMAR included in the SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission or other applicable rules and regulations with respect thereto, are in accordance with and accurately reflect, in all material respects, all entries contained in the books and records of the Company and its Subsidiaries, . Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSBto the extent that they may not include footnotes or may be condensed) and fairly present, present in all material respects, respects the financial position of the Company JMAR as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring audit year-end adjustments).