Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. The Company and two wholly owned subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Act on April 11, 2000, in the U.S. Bankruptcy Court for the Southern District of Florida (Cases 00-13040-BKC-AJC through 00-13042-BKC-AJC). The Company filed an Amended Plan of Reorganization and Disclosure Statement (the "Plan") with the Bankruptcy Court on August 9, 2000. Thereafter each class of debt and equity interests that was entitled to vote approved the Company's Plan. On December 7, 2000, the Bankruptcy Court entered an order confirming the Company's Plan (the "Confirmation Order"). On December 19, 2000, the Company commenced the implementation of its Plan and the reorganization was substantially complete as of December 31, 2000. As a result of the Bankruptcy, the Company was inactive and engaged in no business activities until January 23, 2003, when its corporate charter was restored. On March 20, 2003, the Company filed with the Securities and Exchange Commission an omnibus Annual Report on Form 10-KSB for the fiscal years ended December 31, 1998 through 2002, together with quarterly reports for the periods ended March 31. June 30 and September 30, 2002. Since March 20, 2003, the Company has timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation (1) all Quarterly Reports on Form 10-QSB, (2) all proxy and information statements relating to meetings of stockholders (whether annual or special), (3) all necessary Reports on Form 8-K, (4) all other necessary amendments and supplements to all such reports and registration statements (collectively, the "Company SEC Reports") and (B) any applicable Blue Sky Laws and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities (all such forms, reports, statements and other documents being referred to herein, collectively, as the "Company Reports"). The Company Reports were prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the Company SEC Reports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports) and did not at the time they were filed 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 therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports filed prior to or on the date of this Agreement (i) have been prepared in accordance with, and complied as to form with, the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and (ii) fairly present the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods indicated. The Company's auditors have issued no management letters in connection with the Company's financial statements. Attached hereto as Exhibit "C" is preliminary unaudited balance sheet of the Company as of December 31, 2003. The preliminary unaudited balance sheet has been prepared in accordance with generally accepted accounting principles and practices consistently followed by the Company, and fairly presents the financial position of the Company as of the date thereof. The Company has not (1) issued any equity, debt or other securities that are not reflected in the preliminary balance sheet; (2) paid or declared any dividends or distributions of capital, surplus, or profits with respect to any of its issued and outstanding securities; (3) entered into any other transaction or agreement which would, or might, materially impair its shareholders' equity as reflected in the preliminary balance sheet.

Reports; Financial Statements. The Company and two wholly owned subsidiaries filed voluntary petitions under Chapter 11 (a) Since January 1, 1995: (i)each of the Bankruptcy Act on April 11, 2000, in the U.S. Bankruptcy Court for the Southern District of Florida (Cases 00-13040-BKC-AJC through 00-13042-BKC-AJC). The Company Companies has filed an Amended Plan of Reorganization and Disclosure Statement (the "Plan") with the Bankruptcy Court on August 9, 2000. Thereafter each class of debt and equity interests that was entitled to vote approved the Company's Plan. On December 7, 2000, the Bankruptcy Court entered an order confirming the Company's Plan (the "Confirmation Order"). On December 19, 2000, the Company commenced the implementation of its Plan and the reorganization was substantially complete as of December 31, 2000. As a result of the Bankruptcy, the Company was inactive and engaged in no business activities until January 23, 2003, when its corporate charter was restored. On March 20, 2003, the Company filed with the Securities and Exchange Commission an omnibus Annual Report on Form 10-KSB for the fiscal years ended December 31, 1998 through 2002, together with quarterly reports for the periods ended March 31. June 30 and September 30, 2002. Since March 20, 2003, the Company has timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), SEC including, without limitation (1) limitation, all Quarterly Reports on Form 10-QSB, (2) FOCUS reports and all proxy and information statements relating to meetings of stockholders (whether annual or special), (3) all necessary Reports on Form 8-K, (4) all other necessary amendments and supplements to all such reports and registration statements (collectively, the "Company SEC Reports") and (B) any applicable Blue Sky Laws and ), (ii) each of the Companies and each of their Subsidiaries have filed all forms, reports, statements and other documents required to be filed with any Governmental Authorities including, without limitation, state authorities regulating the purchase and sale of securities, (iii) all trade reports, filings, amendments to forms and other applicable federal or state regulatory authorities documents required by any Self-Regulatory Organization (all such forms, reports, statements and other documents in clauses (i), (ii) and (iii) of this Section 3.8(a) being collectively referred to herein, collectively, as the "Company Reports"). The Company Reports were prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the Company SEC Reports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports) and did Reportsdid not at the time they were filed (after giving effect to any amendments filed before the date hereof) 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 therein, in the light of the circumstances under which they were or will be made, not misleading. . (b) Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports filed prior Companies and its Subsidiaries has delivered to or on the date of this Agreement Buyer (i) have been prepared in accordance with, and complied as to form with, the published rules and regulations copies of the SEC audited consolidated balance sheets and generally accepted accounting principles applied on a consistent basis throughout the periods involved related consolidated statements of income, consolidated statements of changes in Members' capital and consolidated statements of cash flows (except including the related notes and schedules thereto and reports of independent auditors) (the "Audited Reports") as otherwise noted therein) of and for the fiscal years ended December 31, 1996 and December 31, 1995 and (ii) to the extent applicable, copies of the reports of any of the Companies filed with the SEC (the "SEC Reports") pursuant to Section 17 of the Exchange Act and Rule 17a-5 thereunder for the fiscal years ended December 31, 1996 and December 31, 1995 and quarters ended March 31, 1997, June 30, 1997, September 30, 1997 and December 31, 1997 (collectively and with all future Audited Reports and Company SEC Reports, the "Company Financial Statements"). The Company Financial Statements (as of the dates thereof and for the periods covered thereby) are in accordance with the books and records of such Company, which books and records are complete and accurate in all material respects and fairly present in all material respects the financial position of the Company entity or entities to which it relates as of the respective dates thereof date and the results of its operations and cash flows for the periods indicated. The Company's auditors have issued no management letters presented, in connection with the Company's financial statements. Attached hereto as Exhibit "C" is preliminary unaudited balance sheet of the Company as of December 31, 2003. The preliminary unaudited balance sheet has been prepared each case in accordance with generally accepted accounting principles and practices consistently followed by applied during the Companyperiods involved, as to the Audited Reports, and fairly presents in accordance with regulatory accounting principles, as to the financial position SEC Reports and subject to normal and recurring year-end audit adjustments in the case of unaudited statements. (c) As of the Company as of Closing Date, the date thereof. The Company has not (1) issued any equity, debt or other securities that are not reflected in the preliminary balance sheet; (2) paid or declared any dividends or distributions of capital, surplus, or profits with respect to any of its issued and outstanding securities; (3) entered into any other transaction or agreement which would, or might, materially impair its shareholdersCompanies' minimum aggregate Members' equity as reflected in the preliminary balance sheetshall be $26,500,000.

Reports; Financial Statements. The Company and two wholly owned subsidiaries filed a voluntary petitions petition under Chapter 11 of the Bankruptcy Act on April 11March 16, 2000, 1989 in the U.S. Bankruptcy Court for the Southern Northern District of Florida Georgia (Cases 00Case # 89-13040-BKC-AJC through 00-13042-BKC-AJC02801). The Company filed an Amended Plan of Reorganization and Disclosure Statement (the "Plan") with the Bankruptcy Court on August 9On September 10, 2000. Thereafter each class of debt and equity interests that was entitled to vote approved 1990, the Company's Plan. On December 7Chapter 11 case was converted by order of the Court into a case in Chapter 7 which subsequently closed on July 14, 2000, the Bankruptcy Court entered an order confirming the Company's Plan (the "Confirmation Order"). On December 19, 2000, the Company commenced the implementation of its Plan and the reorganization was substantially complete as of December 31, 20001995. As a result of the Bankruptcy, the Company was inactive and engaged in no business activities until between September 10, 1990 and January 233, 2003, 1997 when its corporate charter was restored. On March 20August 18, 2003, 1997 the Company filed with the Securities and Exchange Commission an omnibus Annual Report on Form 10-KSB K for the fiscal years ended December 31, 1998 May 1989 through 2002May 1997, together with quarterly reports for the periods ended March 31. June 30 and September 30, 20021996. Since March 20, 2003May 1997, the Company has timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation (1) all Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (23) all proxy and information statements relating to meetings of stockholders (whether annual or special), (34) all necessary Reports on Form 8-K, (45) all other necessary reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "Company SEC Reports") and (B) any applicable Blue Sky Laws and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities (all such forms, reports, statements and other documents being referred to herein, collectively, as the "Company Reports"). The Company Reports were prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the Company SEC Reports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such the Company SEC Reports) and (y) did not at the time they were filed 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 therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports filed prior to or on the date of this Agreement (i) have been prepared in accordance with, and complied as to form with, the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and (ii) fairly present the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods indicated. The Company's auditors have issued no management letters in connection with the Company's financial statements. Attached hereto as Exhibit "C" E", the text of which is preliminary unaudited balance sheet hereby incorporated herein by reference, are (1) the audited financial statements of the Company as of December 31May 4, 2003. The preliminary unaudited 1998, containing the balance sheet has and related statements of operations, cash flow and shareholders' equity for the period then ended, together with the report thereon of an independent certified public accountant, and (2) unaudited interim financial statements of the Company as of February 6, 1999 containing a balance sheet and the related statements of operations, cash flows and shareholders' equity for the period then ended (the "Company Financial Statements"). To the best of the Company's knowledge, the Company Financial Statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by the CompanyCompany throughout the period indicated, and fairly presents present the consolidated financial position of the Company as of the date thereof. The Except as described in the notes to the Company Financial Statements, the Company has not (1) issued any equityshares of its capital stock, debt or other securities that are not reflected in the preliminary balance sheetany options or rights to acquire such securities, to any person; (2) paid or declared any dividends or distributions of capital, surplus, or profits with respect to any of its issued and outstanding securitiesshares of capital stock; (3) paid or agreed to pay any consideration in redemption of any of its issued and outstanding capital stock; or (4) entered into any other transaction or agreement which would, or might, materially impair its shareholders' equity as reflected in the preliminary balance sheetsuch financial statements.

Reports; Financial Statements. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has filed all required forms, reports and documents with the SEC since January 1, 1999, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company and two wholly owned subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Act on April 11, 2000has made available to Parent, in the U.S. Bankruptcy Court for the Southern District of Florida (Cases 00-13040-BKC-AJC through 00-13042-BKC-AJC). The Company filed an Amended Plan of Reorganization and Disclosure Statement (the "Plan") with the Bankruptcy Court on August 9, 2000. Thereafter each class of debt and equity interests that was entitled to vote approved the Company's Plan. On December 7, 2000, the Bankruptcy Court entered an order confirming the Company's Plan (the "Confirmation Order"). On December 19, 2000, the Company commenced the implementation of its Plan and the reorganization was substantially complete as of December 31, 2000. As a result of the Bankruptcy, the Company was inactive and engaged in no business activities until January 23, 2003, when its corporate charter was restored. On March 20, 2003, the Company form filed with the Securities and Exchange Commission an omnibus SEC (including any amendments thereto), (i) its Annual Report Reports on Form 10-KSB K for each of the fiscal years ended December 31, 1998 through 20021999, together with quarterly reports for the periods ended March 31. June 30 2000 and September 302001, 2002. Since March 20respectively, 2003, the Company has timely filed (iii) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation (1) all Quarterly Reports on Form 10-QSB, (2) all definitive proxy and information statements relating to the Company's meetings of stockholders (whether annual or special)) held since January 1, 1999, and (3) all necessary Reports on Form 8-K, (4iii) all other necessary amendments and supplements to all such reports and or registration statements filed by the Company with the SEC since January 1, 1999 (collectively, the "COMPANY SEC REPORTS"). Except as set forth in Section 3.4 of the Company SEC Reports") and (B) any applicable Blue Sky Laws and (ii) all formsDisclosure Schedule, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities (all none of such forms, reportsreports or documents, including any financial statements and other documents being referred to hereinor schedules included or incorporated by reference therein, collectivelycontained, as the "Company Reports"). The Company Reports were prepared in all material respects in accordance with the requirements of applicable Law (includingwhen filed, with respect to the Company SEC Reports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports) and did not at the time they were filed contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of , except to the financial extent that such statements (including, in each case, any related notes thereto) contained in the have been modified or superceded by later Company SEC Reports filed prior to the date of this Agreement. The Company has complied in all material respects with the requirements of the Sarbanes-Oxley Act of 2002 (the "S-O ACT"). Except as set forth in Sec▇▇▇▇ ▇.▇ ▇▇ ▇▇e Company Disclosure Schedule, the consolidated financial statements of the Company included in the Company SEC Reports (except to the extent such statements have been amended or on modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement (i) have been prepared in accordance with, and complied as to form with, in all material respects with applicable accounting standards and the published rules and regulations of the SEC with respect thereto and fairly present in all material respects, in conformity with generally accepted accounting principles ("GAAP") (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis throughout during the periods involved (except as otherwise noted therein) and (ii) fairly present may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicated. The Company's auditors have issued no management letters then ended (subject, in connection with the Company's case of the unaudited interim financial statements. Attached hereto as Exhibit "C" is preliminary unaudited balance sheet of the Company as of December 31, 2003. The preliminary unaudited balance sheet has been prepared in accordance with generally accepted accounting principles and practices consistently followed by the Company, and fairly presents the financial position of the Company as of the date thereof. The Company has not (1) issued any equity, debt or other securities that are not reflected in the preliminary balance sheet; (2) paid or declared any dividends or distributions of capital, surplus, or profits with respect to any of its issued and outstanding securities; (3) entered into any other transaction or agreement which would, or might, materially impair its shareholders' equity as reflected in the preliminary balance sheetnormal year-end adjustments).

Reports; Financial Statements. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has filed all required forms, reports and documents with the SEC since January 1, 1999, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company and two wholly owned subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Act on April 11, 2000has made available to Parent, in the U.S. Bankruptcy Court for the Southern District of Florida (Cases 00-13040-BKC-AJC through 00-13042-BKC-AJC). The Company filed an Amended Plan of Reorganization and Disclosure Statement (the "Plan") with the Bankruptcy Court on August 9, 2000. Thereafter each class of debt and equity interests that was entitled to vote approved the Company's Plan. On December 7, 2000, the Bankruptcy Court entered an order confirming the Company's Plan (the "Confirmation Order"). On December 19, 2000, the Company commenced the implementation of its Plan and the reorganization was substantially complete as of December 31, 2000. As a result of the Bankruptcy, the Company was inactive and engaged in no business activities until January 23, 2003, when its corporate charter was restored. On March 20, 2003, the Company form filed with the Securities and Exchange Commission an omnibus SEC (including any amendments thereto), (i) its Annual Report Reports on Form 10-KSB K for each of the fiscal years ended December 31, 1998 through 20021999, together with quarterly reports for the periods ended March 31. June 30 2000 and September 302001, 2002. Since March 20respectively, 2003, the Company has timely filed (iii) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation (1) all Quarterly Reports on Form 10-QSB, (2) all definitive proxy and information statements relating to the Company's meetings of stockholders (whether annual or special)) held since January 1, 1999, and (3) all necessary Reports on Form 8-K, (4iii) all other necessary amendments and supplements to all such reports and or registration statements filed by the Company with the SEC since January 1, 1999 (collectively, the "COMPANY SEC REPORTS"). Except as set forth in Section 3.4 of the Company SEC Reports") and (B) any applicable Blue Sky Laws and (ii) all formsDisclosure Schedule, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities (all none of such forms, reportsreports or documents, including any financial statements and other documents being referred to hereinor schedules included or incorporated by reference therein, collectivelycontained, as the "Company Reports"). The Company Reports were prepared in all material respects in accordance with the requirements of applicable Law (includingwhen filed, with respect to the Company SEC Reports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports) and did not at the time they were filed contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of , except to the financial extent that such statements (including, in each case, any related notes thereto) contained in the have been modified or superceded by later Company SEC Reports filed prior to the date of this Agreement. The Company has complied in all material respects with the requirements of the Sarbanes-Oxley Act of 2002 (the "S-O ACT"). Except as set forth in Secti▇▇ ▇.▇ ▇▇ ▇▇▇ Company Disclosure Schedule, the consolidated financial statements of the Company included in the Company SEC Reports (except to the extent such statements have been amended or on modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement (i) have been prepared in accordance with, and complied as to form with, in all material respects with applicable accounting standards and the published rules and regulations of the SEC with respect thereto and fairly present in all material respects, in conformity with generally accepted accounting principles ("GAAP") (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis throughout during the periods involved (except as otherwise noted therein) and (ii) fairly present may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicated. The Company's auditors have issued no management letters then ended (subject, in connection with the Company's case of the unaudited interim financial statements. Attached hereto as Exhibit "C" is preliminary unaudited balance sheet of the Company as of December 31, 2003. The preliminary unaudited balance sheet has been prepared in accordance with generally accepted accounting principles and practices consistently followed by the Company, and fairly presents the financial position of the Company as of the date thereof. The Company has not (1) issued any equity, debt or other securities that are not reflected in the preliminary balance sheet; (2) paid or declared any dividends or distributions of capital, surplus, or profits with respect to any of its issued and outstanding securities; (3) entered into any other transaction or agreement which would, or might, materially impair its shareholders' equity as reflected in the preliminary balance sheetnormal year-end adjustments).

Reports; Financial Statements. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has timely filed all required forms, reports and documents with the SEC since January 1, 2004, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified, amended or superseded by later forms, reports and documents filed prior to the date of this Agreement. The Company and two wholly owned subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Act on April 11, 2000has made available to Parent, in the U.S. Bankruptcy Court for the Southern District of Florida (Cases 00-13040-BKC-AJC through 00-13042-BKC-AJC). The Company filed an Amended Plan of Reorganization and Disclosure Statement (the "Plan") with the Bankruptcy Court on August 9, 2000. Thereafter each class of debt and equity interests that was entitled to vote approved the Company's Plan. On December 7, 2000, the Bankruptcy Court entered an order confirming the Company's Plan (the "Confirmation Order"). On December 19, 2000, the Company commenced the implementation of its Plan and the reorganization was substantially complete as of December 31, 2000. As a result of the Bankruptcy, the Company was inactive and engaged in no business activities until January 23, 2003, when its corporate charter was restored. On March 20, 2003, the Company form filed with the Securities and Exchange Commission an omnibus SEC (including any amendments thereto), (i) its Annual Report Reports on Form 10-KSB K for each of the fiscal years ended December 31, 1998 through 2002, together with quarterly reports for the periods ended March 31. June 30 and September 30, 2002. Since March 20, 2003, the Company has timely filed 2004 and 2005, respectively, (iii) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation (1) all Quarterly Reports on Form 10-QSB, (2) all definitive proxy and information statements relating to the Company’s meetings of stockholders (whether annual or special)) held since January 1, 2004, and (3) all necessary Reports on Form 8-K, (4iii) all other necessary amendments and supplements to all such reports and or registration statements filed by the Company with the SEC since January 1, 2004 (collectively, the "“Company SEC Reports") and (B) any applicable Blue Sky Laws and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities (all such forms, reports, statements and other documents being referred to herein, collectively, as the "Company Reports"”). The Company Reports were prepared in has made available to the Parent copies of all material respects in accordance with the requirements of applicable Law (including, with respect SEC comment letters addressed to the Company SEC Reportssince January 1, the Securities Act and Exchange Act, 2004. Except as the case may be, and the rules and regulations set forth in Section 3.4 of the SEC thereunder applicable to Company Disclosure Schedule, none of such Company SEC Reports) and did not at the time they were filed contain forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of , except to the financial extent that such statements (includinghave been modified, in each case, any related notes thereto) contained in the amended or superseded by later Company SEC Reports filed prior to the date of this Agreement. The Company has complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S-Ox Act”), including, without limitation, all certifications and internal controls required pursuant to the S-Ox Act. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the consolidated financial statements of the Company included in the Company SEC Reports (except to the extent such statements have been amended or on modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement (i) have been prepared in accordance with, and complied as to form with, in all material respects with applicable accounting standards and the published rules and regulations of the SEC with respect thereto and fairly present in all material respects, in conformity with generally accepted accounting principles (“GAAP”) (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis throughout during the periods involved (except as otherwise noted therein) and (ii) fairly present may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicatedthen ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Reports. The Company's auditors have issued no Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management letters in connection with and the Company Board and (iv) regarding prevention of timely detection of the unauthorized acquisition, use or disposition of the Company's ’s assets that could have a material effect on the Company’s consolidated financial statements. Attached hereto Except as Exhibit "C" is preliminary unaudited balance sheet of disclosed in the Company as of December 31SEC Reports, 2003. The preliminary unaudited balance sheet has been prepared in accordance with generally accepted accounting principles and practices consistently followed by the Company, and fairly presents the financial position of the Company has not identified as of the date thereof. The Company has not (1) issued hereof any equity, debt or other securities that are not reflected material weaknesses in the preliminary balance sheet; (2) paid design or declared operation of the Company’s internal control over financial reporting. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or, to the Knowledge of the Company, threatened in each case regarding any dividends accounting practices of the Company or distributions any malfeasance by any director or executive officer of capital, surplus, or profits with respect to any of its issued and outstanding securities; (3) entered into any other transaction or agreement which would, or might, materially impair its shareholders' equity as reflected in the preliminary balance sheetCompany.

Reports; Financial Statements. The Company and two wholly owned subsidiaries filed a voluntary petitions petition under Chapter 11 of the Bankruptcy Act on April 11February 1, 20001989, in the U.S. Bankruptcy Court for the Southern Eastern District of Florida New York (Cases 00Brooklyn) (Case # 89-13040-BKC-AJC through 00-13042-BKC-AJC10328). The Company filed an Amended Plan of Reorganization and Disclosure Statement (the "Plan") with the Bankruptcy Court on August 9On October 16, 2000. Thereafter each class of debt and equity interests that was entitled to vote approved 1990, the Company's Plan. On December 7Chapter 11 case was voluntarily converted to a case in Chapter 7 which subsequently closed on November 13, 2000, the Bankruptcy Court entered an order confirming the Company's Plan (the "Confirmation Order"). On December 19, 2000, the Company commenced the implementation of its Plan and the reorganization was substantially complete as of December 31, 20001996. As a result of the Bankruptcy, the Company was inactive and engaged in no business activities until January 23December 26, 20031996, when its corporate charter was restored. On March 20December 31, 20031996, the Company filed with the Securities and Exchange Commission an omnibus Annual Report on Form 10-KSB K for the fiscal years ended December March 31, 1998 1988, through 2002March 31, 1996, together with quarterly reports for the periods ended March 31. June 30 and September 30, 20021996. Since March 20December 31, 20031996, the Company has timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation (1) all Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (23) all proxy and information statements relating to meetings of stockholders (whether annual or special), (34) all necessary Reports on Form 8-K, (45) all other necessary reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "Company SEC Reports") and (B) any applicable Blue Sky Laws and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities (all such forms, reports, statements and other documents being referred to herein, collectively, as the "Company Reports"). The Company Reports were prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the Company SEC Reports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports) and did not at the time they were filed 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 therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports filed prior to or on the date of this Agreement (i) have been prepared in accordance with, and complied as to form with, the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and (ii) fairly present the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods indicated. The Company's auditors have issued no management letters in connection with the Company's financial statements. Attached hereto as Exhibit "C" G", the text of which is preliminary unaudited balance sheet hereby incorporated herein by reference, are the audited financial statements of the Company as of December 31, 2003. The preliminary unaudited 1998, containing the balance sheet has of the Company and the related statements of operations, cash flow and shareholders' equity for the period then ended (the "Company Financial Statements"). To the best of the Company's knowledge, the Company Financial Statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by the CompanyCompany throughout the period indicated, and fairly presents present the consolidated financial position of the Company as of the date thereof. The Except as described in the notes to the Company Financial Statements, the Company has not (1) issued any equityshares of its capital stock, debt or any options or rights to acquire such securities, to any person other securities that are not reflected than the persons listed in the preliminary balance sheetSchedule A-2; (2) paid or declared any dividends or distributions of capital, surplus, or profits with respect to any of its issued and outstanding securitiesshares of capital stock; (3) paid or agreed to pay any consideration in redemption of any of its issued and outstanding capital stock; or (4) entered into any other transaction or agreement which would, or might, materially impair its shareholders' equity as reflected in the preliminary balance sheetsuch financial statements.

Reports; Financial Statements. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has (a) to its knowledge, filed all required forms, reports and documents with the SEC from January 1, 2001 to December 31, 2003 and (b) filed all required forms, reports and documents with the SEC since January 1, 2004, each of which has (in the case of those forms, reports and documents covered under clause (a) above, to its knowledge) complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company and two wholly owned subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Act on April 11, 2000has made available to Parent, in the U.S. Bankruptcy Court for the Southern District of Florida (Cases 00-13040-BKC-AJC through 00-13042-BKC-AJC). The Company filed an Amended Plan of Reorganization and Disclosure Statement (the "Plan") with the Bankruptcy Court on August 9, 2000. Thereafter each class of debt and equity interests that was entitled to vote approved the Company's Plan. On December 7, 2000, the Bankruptcy Court entered an order confirming the Company's Plan (the "Confirmation Order"). On December 19, 2000, the Company commenced the implementation of its Plan and the reorganization was substantially complete as of December 31, 2000. As a result of the Bankruptcy, the Company was inactive and engaged in no business activities until January 23, 2003, when its corporate charter was restored. On March 20, 2003, the Company form filed with the Securities and Exchange Commission an omnibus SEC (including any amendments thereto), (i) its Annual Report Reports on Form 10-KSB K for each of the fiscal years ended December 31, 1998 through 20022001, together with quarterly reports for the periods ended March 31. June 30 2002 and September 30, 2002. Since March 20, 2003, the Company has timely filed respectively, (iii) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation (1) all Quarterly Reports on Form 10-QSB, (2) all definitive proxy and information statements relating to the Company’s meetings of stockholders (whether annual or special)) held since January 1, 2001, and (3) all necessary Reports on Form 8-K, (4iii) all other necessary amendments and supplements to all such reports and or registration statements filed by the Company with the SEC since January 1, 2001 (collectively, the "“Company SEC Reports") ”). Except as set forth in Section 3.4 of the Company Disclosure Schedule (and (B) any applicable Blue Sky Laws and (ii) all formsin the case of those Company SEC Reports filed prior to January 1, reports2004, statements and other documents required to be filed with any other applicable federal or state regulatory authorities (all the knowledge of the Company), none of such forms, reportsreports or documents, including any financial statements and other documents being referred to hereinor schedules included or incorporated by reference therein, collectivelycontained, as the "Company Reports"). The Company Reports were prepared in all material respects in accordance with the requirements of applicable Law (includingwhen filed, with respect to the Company SEC Reports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports) and did not at the time they were filed contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of , except to the financial extent that such statements (including, in each case, any related notes thereto) contained in the have been modified or superceded by later Company SEC Reports filed prior to the date of this Agreement. To the extent required (and in the case of those Company SEC Reports filed prior to January 1, 2004, to the knowledge of the Company), the Company has complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S-O Act”) that are currently in effect. Except as set forth in Section 3.4 of the Company Disclosure Schedule (and in the case of those Company SEC Reports filed prior to January 1, 2004, to the knowledge of the Company), the consolidated financial statements of the Company included in the Company SEC Reports (except to the extent such statements have been amended or on modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement (i) have been prepared in accordance with, and complied as to form with, in all material respects with applicable accounting standards and the published rules and regulations of the SEC with respect thereto and fairly present in all material respects, in conformity with generally accepted accounting principles (“GAAP”) (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis throughout during the periods involved (except as otherwise noted therein) and (ii) fairly present may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicated. The Company's auditors have issued no management letters then ended (subject, in connection with the Company's case of the unaudited interim financial statements. Attached hereto as Exhibit "C" is preliminary unaudited balance sheet of the Company as of December 31, 2003. The preliminary unaudited balance sheet has been prepared in accordance with generally accepted accounting principles and practices consistently followed by the Company, and fairly presents the financial position of the Company as of the date thereof. The Company has not (1) issued any equity, debt or other securities that are not reflected in the preliminary balance sheet; (2) paid or declared any dividends or distributions of capital, surplus, or profits with respect to any of its issued and outstanding securities; (3) entered into any other transaction or agreement which would, or might, materially impair its shareholders' equity as reflected in the preliminary balance sheetnormal year-end adjustments).