Common use of SEC Matters Clause in Contracts

SEC Matters. US WIRELESS has filed with the SEC all reports (collectively, the “SEC Documents”) required to be filed by reporting companies pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, each as in effect on the date so filed, and at the time filed with the SEC 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of US WIRELESS included in the SEC Documents comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except in the case of the un-audited statements, as permitted by Form 10-QSB under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of US WIRELESS as at the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of un-audited statements, to normal year-end audit adjustments and to any other adjustments described therein). US WIRELESS has complied with all laws, rules and regulations applicable to the issuance of its shares of common stock.

SEC Matters. US WIRELESS has filed with the SEC all reports (collectively, the “SEC Documents”) required to be filed by reporting companies pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, each as in effect on the date so filed, and at the time filed with the SEC 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of US WIRELESS included in the SEC Documents comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except in the case of the un-audited unaudited statements, as permitted by Form 10-QSB under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of US WIRELESS as at the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of un-audited unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). US WIRELESS has complied with all laws, rules and regulations applicable to the issuance of its shares of common stock.

SEC Matters. US WIRELESS DESERT has filed with the SEC all reports (collectively, the “SEC Documents”) required to be filed by reporting companies pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, each as in effect on the date so filed, and at the time filed with the SEC 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of US WIRELESS DESERT included in the SEC Documents comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except in the case of the un-audited unaudited statements, as permitted by Form 10-QSB under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of US WIRELESS DESERT as at the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of un-audited unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). US WIRELESS DESERT has complied with all laws, rules and regulations applicable to the issuance of its shares of common stock.

SEC Matters. US WIRELESS (a) Seller has filed all reports, schedules, forms, statements and other documents required to be filed by Seller with the SEC since December 31, 2002 (together with all reports (collectivelyinformation incorporated therein by reference, the “SEC Documents”) required ), except where the failure to be filed by reporting companies pursuant to file such SEC Document would not result in a Material Adverse Effect. As of its respective date, each SEC Document complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, each as in effect on the date so filed, and at the time rules and regulations promulgated thereunder. Except to the extent that information contained in any SEC Document has been duly revised or superseded by a later-filed with the SEC Document filed and publicly available prior to December 31, 2006 (a “Filed SEC Document”), none of the SEC Documents contained contains any untrue statement of a material fact or omitted to state a omits any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The . (b) As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of US WIRELESS Seller included in the SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except except, in the case of the un-audited unaudited statements, as permitted by Form 10-QSB under Q of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and ). Such consolidated financial statements fairly present in all material respects the consolidated financial position of US WIRELESS Seller and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended ended. (subjectc) Each of the Chief Executive Officer and Chief Financial Officer of Seller has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the applicable SEC Documents filed prior to the date hereof. (d) Seller has implemented and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that information relating to Seller, including its consolidated Subsidiaries, required to be disclosed in the reports the Seller files or submits under the Exchange Act is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities. (e) Seller is, and since December 31, 2005 has been, in compliance in all material respects with the case applicable provisions of unthe S▇▇▇▇▇▇▇-audited statements, to normal year-end audit adjustments and to any other adjustments described therein). US WIRELESS has complied with all laws, rules and regulations applicable to the issuance of its shares of common stock▇▇▇▇▇ Act.

SEC Matters. US WIRELESS LINK has filed with the SEC all reports ------------- (collectively, the “"SEC Documents”") required to be filed by reporting companies pursuant to the Securities Exchange Act of 1934 ▇▇▇▇ (the “Exchange Act”▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, each as in effect on the date so filed, and at the time filed with the SEC 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of US WIRELESS LINK included in the SEC Documents comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except in the case of the un-audited unaudited statements, as permitted by Form 10-QSB under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of US WIRELESS LINK as at the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of un-audited unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). US WIRELESS LINK has complied with all laws, rules and regulations applicable to the issuance of its shares of common stock.