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Re: OldBen post# 207842

Sunday, 12/02/2012 11:04:49 PM

Sunday, December 02, 2012 11:04:49 PM

Post# of 221992
look into this area

FFGO LIED in the 8K ( FFGO management knew they were current SEC violators - never having filed one single required periodic report )

2.04 Accuracy and Completeness of Due Diligence Documents. The documents provided to Purchaser in response to Purchaser's due
diligence requests, completely and accurately portray the status of business of Seller as of the Closing and do not include a material
misstatement or omission of a material fact which would reasonably likely to have a material adverse effect on Seller or its business. Further,
the information included in such responses shall be incorporated herein as an affirmative representation and warranty on the part of Seller.
2.05 Continuity of Business. Seller reasonably expects that the business represented by the agreements found in Schedule 2.04 will
continue after the date hereof. Seller has no knowledge that any customer included in that Schedule intend to terminate or reduce the amount of
business they presently do with Seller, and Seller has no knowledge of any state of facts which would lead it to believe that any of such
customers will terminate their relationship with Seller or significantly reduce the amount of business they presently do with Seller.
[color=red]2.06 Claims, Litigation, Disclosure. Except as set forth in Schedule 2.06 there is no claim, litigation, tax audit, proceeding or investigation
pending or threatened against Seller or its corporate parent with respect to its business, nor is there a basis for any such claim, litigation, audit,
proceeding or investigation.
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2.07 Taxes. Except as specifically set forth on Schedule 2.07 (the "Tax Liabilities"), Seller has correctly prepared and timely filed all
Federal, state and local tax returns, estimates and reports, and paid all such taxes as and when due. For purposes of this paragraph, taxes shall
mean all taxes, charges, fees, levies or other assessments of any kind whatsoever (including, without limitation, income, franchise, sales, use
and withholding taxes). On or before the Closing Date, Seller shall pay off and satisfy any of the Tax Liabilities which are then due and
payable and provide Purchaser with evidence thereof in form satisfactory to Purchaser and its counsel and have granted a reserve adequate to
pay any tax liabilities with respect to the operations of Seller prior to the Closing.

http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=7410532

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