Title of each class
|
|
Name of each exchange on which registered
|
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x |
PART I
|
1
|
||||
Item 1.
|
Identity of Directors, Senior Management and Advisors
|
1
|
|||
Item 2.
|
Offer Statistics and Expected Timetable
|
1
|
|||
Item 3.
|
Key Information
|
1
|
|||
Item 4.
|
Information on the Company
|
6
|
|||
Item 5.
|
Operating and Financial Review
|
7
|
|||
Item 6.
|
Directors, Senior Management and Employees
|
10
|
|||
Item 7.
|
Major Shareholders and Related Party Transactions.
|
12
|
|||
Item 8.
|
Financial Information
|
13
|
|||
Item 9.
|
The Offer and Listing
|
13
|
|||
Item 10.
|
Additional Information
|
14
|
|||
Item 11.
|
Quantitative and Qualitative Disclosures about Market Risk
|
24
|
|||
Item 12.
|
Description of Securities Other Than Equity Securities
|
24
|
|||
PART II
|
25
|
||||
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
25
|
|||
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
25
|
|||
Item 15T.
|
Controls and Procedures
|
25
|
|||
Item 15.
|
Controls and Procedures
|
25
|
|||
Item 16A.
|
Audit Committee Financial Experts
|
26
|
|||
Item 16B.
|
Code of Ethics
|
27
|
|||
Item 16C.
|
Principal Accountant Fees and Services
|
27
|
|||
Item 16D.
|
Exemptions from the Listing Standards for Audit Committees
|
27
|
|||
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
27
|
|||
Item 16F.
|
Change in Registrant’s Certifying Accountant
|
27
|
|||
Item 16G.
|
Corporate Governance
|
27
|
|||
Item 17.
|
Financial Statements
|
28
|
|||
Item 18.
|
Financial Statements
|
28
|
|||
Item 19.
|
Exhibits
|
28
|
|||
SIGNATURES
|
29
|
|
Year Ended December 31,
|
|||||||
Operating Data
|
2014
|
2013
|
||||||
|
$ | $ | ||||||
Sales
|
- | - | ||||||
Gross Profit, Net of Cost of Sales
|
- | - | ||||||
|
||||||||
Net Loss
|
(234,144 | ) | (220,479 | ) | ||||
Loss per Common Share – Basic & Diluted*
|
(0.004 | ) | (0.008 | ) | ||||
|
||||||||
Number of Shares Outstanding*
|
80,417,179 | 52,417,179 | ||||||
Balance Sheet Data
|
2014 | 2013 | ||||||
|
$ | $ | ||||||
Current Assets
|
15,548 | 13,054 | ||||||
Current Liabilities
|
545,499 | 480,493 | ||||||
Total Assets
|
16,153 | 121,957 | ||||||
|
||||||||
Share Capital
|
3,241,848 | 3,178,541 | ||||||
Share Purchase Warrant Reserve
|
18,600 | 276,310 | ||||||
Accumulated Deficit
|
(3,789,794 | ) | (3,813,360 | ) | ||||
Dividends per Common Share
|
0.00 | 0.00 |
Year Ended
|
Average
per US$1 |
|||
December 31, 2010
|
$
|
1.03
|
||
December 31, 2011
|
$
|
0.99
|
||
December 31, 2012
|
$
|
0.99
|
||
December 31, 2013
|
$
|
1.03
|
||
December 31, 2014
|
$
|
1.10
|
Month ended
|
per US$1
|
|||||||
|
High
|
Low
|
||||||
January 31, 2014
|
$
|
1.12
|
$
|
1.06
|
||||
February 28, 2014
|
$
|
1.11
|
$
|
1.10
|
||||
March 31, 2014
|
$
|
1.12
|
$
|
1.10
|
||||
April 30, 2014
|
$
|
1.10
|
$
|
1.09
|
||||
May 31, 2014
|
$
|
1.10
|
$
|
1.08
|
||||
June 30, 2014
|
$
|
1.09
|
$
|
1.07
|
||||
July 31, 2014
|
$
|
1.09
|
$
|
1.06
|
||||
August 31, 2014
|
$
|
1.10
|
$
|
1.08
|
||||
September 30, 2014
|
$
|
1.12
|
$
|
1.09
|
||||
October 31, 2014
|
$
|
1.13
|
$
|
1.11
|
||||
November 30, 2014
|
$
|
1.14
|
$
|
1.12
|
||||
December 31, 2014
|
$
|
1.17
|
$
|
1.13
|
·
|
80,417,179 shares outstanding on an actual basis;
|
|
December 31,
|
As Adjusted
|
||||||
2014
|
April 30,
|
|||||||
2015
|
||||||||
|
(audited)
|
(unaudited)
|
||||||
|
$ | $ | ||||||
Bank Indebtedness
|
(140 | ) | 36 | |||||
Long-term obligations, less current portion
|
- | - | ||||||
|
||||||||
Shareholders’ (deficiency) equity
|
||||||||
Share capital
|
3,241,848 | 3,273,848 | ||||||
Share purchase warrants reserve
|
18,600 | 18,600 | ||||||
Accumulated deficit
|
(3,789,794 | ) | (3,899,865 | ) | ||||
Shareholders’ (deficiency) equity
|
(529,346 | ) | (607,417 | ) |
Name and Positions Held
|
Experience and Principal Business Activities
|
|
|
|
|
Paul Heney (55) Chairman, Chief Executive Officer and Director
|
Director of the Company since November 18, 2010.
|
|
|
|
|
Bradley J. Moynes (45) President, and Director
|
President and Director of the Company since December 2000.
|
Annual Compensation
|
Long Term Compensation
|
|||||||||||||||||||||||||||||
Awards
|
Payouts
|
|||||||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||||||||||
Name and Current
Principal Position
|
Year
|
Salary
|
Bonus
|
Other
|
Restricted
Stock Awards
|
Options
or SAR’s
|
LPIT
Payouts
|
All Other
Compensation
|
||||||||||||||||||||||
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(#) |
(US$)
|
(US$)
|
||||||||||||||||||||||||
Paul Heney
|
2014
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
Chairman and CEO
|
2013
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
2012
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
7,503
|
$
|
-
|
$
|
-
|
|||||||||||||||||
Bradley J. Moynes,
|
2014
|
$
|
54,314
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
President
|
2013
|
$
|
58,258
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
2012
|
$
|
60,024
|
$
|
-
|
$
|
-
|
$
|
-
|
7,503
|
$
|
-
|
$
|
-
|
Name
|
No. of
Shares
|
Percentage of
outstanding at
April 30,
2015
|
||||||
Paul Heney
|
25,000
|
0.05
|
%
|
|||||
Brad Moynes
|
50,208,303
|
62.43
|
%
|
|
2014
|
2013
|
2012
|
|||||||||
$
|
$
|
$
|
||||||||||
Management Fees
|
60,000 | 60,000 | 60,000 | |||||||||
Share-Based Payments
|
- | - | 22,500 | |||||||||
|
||||||||||||
|
60,000 | 60,000 | 82,500 |
High Sales
Price |
Low Sales
Price |
|||||||
By Quarters in 2014, 2013 & 2012
|
US$
|
US$
|
||||||
Fourth Quarter 2014
|
$ | 0.60 | $ | 0.05 | ||||
Third Quarter 2014
|
$ | 0.85 | $ | 0.12 | ||||
Second Quarter 2014
|
$ | 0.18 | $ | 0.08 | ||||
First Quarter 2014
|
$ | 0.11 | $ | 0.07 | ||||
Fourth Quarter 2013
|
$ | 0.30 | $ | 0.02 | ||||
Third Quarter 2013
|
$ | 0.10 | $ | 0.01 | ||||
Second Quarter 2013
|
$ | 0.13 | $ | 0.06 | ||||
First Quarter 2013
|
$ | 0.30 | $ | 0.02 | ||||
Fourth Quarter 2012
|
$ | 17.50 | $ | 5.00 | ||||
Third Quarter 2012
|
$ | 8.00 | $ | 1.00 | ||||
Second Quarter 2012
|
$ | 2.10 | $ | 0.75 | ||||
First Quarter 2012
|
$ | 1.15 | $ | 0.25 |
Number of Common Shares
|
Amount
$
|
|||||||
Balance, December 31, 2008 (Pre-Share Consolidation)
|
23,818,852 | 2,031,174 | ||||||
|
||||||||
Shares Issued for Cash, Net of Share Issue Costs
|
4,020,000 | 210,271 | ||||||
|
||||||||
Balance, December 31, 2009 (Pre-Share Consolidation)
|
27,838,852 | 2,241,445 | ||||||
|
||||||||
Share Consolidation
|
(25,054,944 | ) | - | |||||
|
||||||||
Balance, March 22, 2010 (Post-Share Consolidation)
|
2,783,908 | 2,241,445 | ||||||
|
||||||||
Shares Issued for Cash, Net of Share Issue Costs
|
10,660,000 | 198,215 | ||||||
Shares Issued for Debt
|
15,130,000 | 152,600 | ||||||
Shares Issued for Exercise of Share Rights
|
5,000,000 | 101,386 | ||||||
Fair Value of Share Rights Exercised
|
- | 13,286 | ||||||
Shares Issued for Acquisition of Subsidiary
|
4,000,000 | 80,000 | ||||||
|
||||||||
Balance, December 31, 2010 (Post-Share Consolidation)
|
37,573,908 | 2,786,932 | ||||||
|
||||||||
Shares Issued for Cash, Net of Issuance Costs
|
1,703,334 | 233,327 | ||||||
Shares Surrendered and Cancelled
|
(4,500,000 | ) | (97,336 | ) |
Balance, December 31, 2011 (Post-Share Consolidation)
|
34,777,242 | 2,922,923 | ||||||
Shares issued for cash
|
1,330,000 | 26,051 | ||||||
Shares repurchased
|
(1,100,000 | ) | (22,097 | ) | ||||
Shares issued pursuant to the exercise of warrants
|
2,200,000 | 44,137 | ||||||
Shares issued pursuant to a directors resolution
|
200,000 | - | ||||||
Shares issued as compensation to directors
|
750,000 | 22,500 | ||||||
Balance, December 31, 2012 (Post-Share Consolidation)
|
38,157,242 | 2,993,514 | ||||||
Share consolidation in the ratio of 1 new share for 50 old shares
|
(47,190,898 | ) | - | |||||
Shares issued for post-consolidation rounding
|
835 | - | ||||||
Pre-consolidation shares issued in settlement of debt
|
10,000,000 | 10,000 | ||||||
Post-consolidation shares issued in settlement of debt
|
50,250,000 | 65,000 | ||||||
Share issued for cash
|
1,200,000 | 60,000 | ||||||
Balance, December 31, 2013 (Post-Share Consolidation)
|
52,417,179 | 3,128,514 | ||||||
Post-consolidation shares issued in settlement of debt
|
28,000,000 | 56,000 | ||||||
Shares held in escrow
|
75,000 | 7,334 | ||||||
Balance, December 31, 2014 (Post-Share Consolidation)
|
80,492,179 | 3,241,848 |
Expiry Date
|
Exercise Price
|
December 31, 2013
|
Issued
|
Exercised
|
Expired / Cancelled
|
December 31, 2014
|
|||||||||||||||||
30-Jun-14
|
US$40.00 | 6,400 | - | - | (6,400 | ) | - | ||||||||||||||||
30-Mar-15
|
US$1.00 | 116,200 | - | - | - | 116,200 | |||||||||||||||||
15-Oct-15
|
US$2.00 | 10,000 | - | - | - | 10,000 | |||||||||||||||||
28-Oct-15
|
US$1.00 | 20,000 | - | - | - | 20,000 | |||||||||||||||||
Total
|
152,600 | - | - | (6,400 | ) | 146,200 | |||||||||||||||||
Weighted Average Exercise Price
|
US$2.70 | - | - | US$40.00 | US$1.07 |
●
|
deal at arm’s length and are not affiliated with us;
|
●
|
hold such shares as capital property;
|
●
|
do not use or hold (and will not use or hold) and are not deemed to use or hold our common shares, in or in the course of carrying on business in Canada;
|
●
|
have not been at any time residents of Canada; and
|
●
|
are, at all relevant times, residents of the United States, or U.S. Residents, under the Canada-United States Income Tax Convention (1980), or the Convention.
|
●
|
5% of the gross amount of dividends if the beneficial owner is a company that is resident in the U.S. and that owns at least 10% of our voting shares; or
|
●
|
15% of the gross amount of dividends if the beneficial owner is some other resident of the U.S.
|
●
|
tax-exempt organizations and pension plans;
|
●
|
persons subject to alternative minimum tax;
|
●
|
banks and other financial institutions;
|
●
|
insurance companies;
|
●
|
partnerships and other pass-through entities (as determined for United States federal income tax purposes);
|
●
|
broker-dealers;
|
●
|
persons who hold their common shares as a hedge or as part of a straddle, constructive sale, conversion transaction, and other risk management transaction; and
|
●
|
persons who acquired their common shares through the exercise of employee stock options or otherwise as compensation.
|
●
|
an individual citizen or resident of the United States;
|
●
|
a corporation, a partnership or entity treated as a corporation or partnership for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States or any political subdivision thereof;
|
●
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; and
|
●
|
a trust if both:
|
●
|
a United States court is able to exercise primary supervision over the administration of the trust; and
|
●
|
one or more United States persons have the authority to control all substantial decisions of the trust.
|
1.
|
Weakness: It is not possible to adequately segregate incompatible duties among the officers of the Company, because the Company has only two officers and one accounting consultant. Remediation: Appoint a new Chief Financial Officer, in addition to the current officers, to formally segregate the duties of maintaining accounting records and preparing financial statements, from the executive duties of the current officers. Brad Moynes, who has served as Chief Financial Officer from July 2009, will cease to serve in that position upon appointment of a new individual as Chief Financial Officer.
|
2.
|
Weakness: The Company is small, with only two officers, thereby creating a risk of override of existing controls by management. Remediation: Require the new Chief Financial Officer’s approval of all expenditures and other dispositions of assets.
|
3.
|
Weakness: The Company maintains limited audit evidence in documentary form which is used to test the operating effectiveness of control activities. Remediation: Improve the documentation of expenditures and receipts, under the joint supervision of the new Chief Financial Officer and the Chief Executive Officer, to ensure received goods and third-party services conform to contract terms.
|
Exhibit No.
|
Description of Exhibit
|
|
3.(i)
|
Articles of Incorporation (Notice of Articles and Transition Application)
|
|
3.(ii)
|
By-laws (Schedule “A”)
|
|
4.(1)
|
Management Agreement of January 1, 2008 (Bradley James Moynes)
|
|
4.(2)
|
Management Agreement of January 1, 2008 (James Robert Moynes)
|
|
4.(3)
|
||
4.(4)
|
||
4.(5a)
|
||
4.(5b)
|
||
4.(6)
|
Form of Warrant dated May 23, 2007
|
|
23.(1)
|
||
99.(1)
|
|
Bit-X Financial Corp
|
||
|
|
||
Date: April 30, 2015
|
/s/ Paul E. Heney
|
||
|
Paul E. Heney
|
||
|
Chairman and Chief Executive Officer
|
||
|
|
||
Date: April 30, 2015
|
/s/ Brad J. Moynes
|
||
|
Brad J. Moynes
|
||
|
President
|
Page
|
||||
Management’s Responsibility for Financial Reporting
|
2 | |||
Independent Auditors’ Report
|
3 | |||
Consolidated Statements of Financial Position
|
4 | |||
Consolidated Statements of Changes in Shareholders’ Deficiency
|
5 | |||
Consolidated Statements of Comprehensive Loss
|
6 | |||
Consolidated Statements of Cash Flows
|
7 | |||
Notes to the Consolidated Financial Statements
|
8 |
“Paul Heney” | |
Paul Heney | |
Chief Executive Officer and Director | |
“Bradley J. Moynes” | |
Bradley J. Moynes | |
President and Director |
Note
|
December 31,
2014 |
December 31,
2013 |
|||||||||
$ | $ | ||||||||||
ASSETS
|
|||||||||||
CURRENT
|
|||||||||||
Cash
|
- | 6,754 | |||||||||
Prepaid Expenses
|
7,058 | - | |||||||||
GST Recoverable
|
8,490 | 6,300 | |||||||||
15,548 | 13,054 | ||||||||||
NON-CURRENT
|
|||||||||||
Property and Equipment
|
5 | 605 | 850 | ||||||||
Oil and Gas Property
|
6 | - | 108,053 | ||||||||
16,153 | 121,957 | ||||||||||
LIABILITIES
|
|||||||||||
CURRENT
|
|||||||||||
Bank Indebtedness
|
140 | - | |||||||||
Trade and Other Payables
|
7 | 243,995 | 207,527 | ||||||||
Promissory Notes
|
9 | 301,364 | 272,966 | ||||||||
545,499 | 480,493 | ||||||||||
SHAREHOLDERS' DEFICIENCY
|
|||||||||||
Share Capital
|
10 | 3,241,848 | 3,178,514 | ||||||||
Share Purchase Warrant Reserve
|
18,600 | 276,310 | |||||||||
Deficit
|
(3,789,794 | ) | (3,813,360 | ) | |||||||
(529,346 | ) | (358,536 | ) | ||||||||
16,153 | 121,957 |
“Paul Heney”
|
“Bradley J. Moynes”
|
||
Paul Heney, Chief Executive Officer and Director | Bradley J. Moynes, President and Director |
Note
|
Number of
Common Shares |
Share
Capital
|
Share
Subscription Advance
|
Share Purchase Warrant
Reserve
|
Deficit
|
Total
Shareholders’ Deficiency |
|||||||||||||||||||||
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Balance, December 31, 2011
|
34,777,242 | 2,922,923 | 41,064 | 276,310 | (3,366,620 | ) | (126,323 | ) | |||||||||||||||||||
Shares Issued for Cash, Net of Issuance Costs
|
10(b)(i) | 1,330,000 | 26,051 | (41,064 | ) | - | - | (15,013 | ) | ||||||||||||||||||
Shares Issued for Exercise of Warrants
|
10(b)(ii)
|
2,200,000 | 44,137 | - | - | - | 44,137 | ||||||||||||||||||||
Shares Repurchased and Cancelled
|
10(b)(iii)
|
(1,100,000 | ) | (22,097 | ) | - | - | - | (22,097 | ) | |||||||||||||||||
Shares Reissued
|
10(b)(iv)
|
200,000 | - | - | - | - | - | ||||||||||||||||||||
Shares Issued for Services
|
10(d) | 750,000 | 22,500 | - | - | - | 22,500 | ||||||||||||||||||||
Net Comprehensive Loss
|
- | - | - | - | (226,261 | ) | (226,261 | ) | |||||||||||||||||||
Balance, December 31, 2012
|
38,157,242 | 2,993,514 | - | 276,310 | (3,592,881 | ) | (323,057 | ) | |||||||||||||||||||
Shares Issued in Settlement of Debt
|
10(b)(vi)
|
10,000,000 | 10,000 | - | - | - | 10,000 | ||||||||||||||||||||
Share Consolidation
|
10(b)(v) | (47,190,898 | ) | - | - | - | - | - | |||||||||||||||||||
Balance, April 3, 2013
|
966,344 | 3,003,514 | - | 276,310 | (3,592,881 | ) | (313,057 | ) | |||||||||||||||||||
Shares Issued for Post-Consolidation Rounding
|
10(b)(v) | 835 | - | - | - | - | - | ||||||||||||||||||||
Shares Issued in Settlement of Debts
|
10(b)(vi)
|
50,250,000 | 115,000 | - | - | - | 115,000 | ||||||||||||||||||||
Shares Issued for Cash
|
10(b)(vii)
|
1,200,000 | 60,000 | - | - | - | 60,000 | ||||||||||||||||||||
Net Comprehensive Loss
|
- | - | - | - | (220,479 | ) | (220,479 | ) | |||||||||||||||||||
Balance, December 31, 2013
|
52,417,179 | 3,178,514 | - | 276,310 | (3,813,360 | ) | (358,536 | ) | |||||||||||||||||||
Shares Issued in Settlement of Debts
|
10(b)(viii)
|
28,000,000 | 56,000 | - | - | - | 56,000 | ||||||||||||||||||||
Shares Held in Escrow
|
10(e) | 75,000 | 7,334 | - | - | - | 7,334 | ||||||||||||||||||||
Fair Value of Share Rights Expired
|
- | - | - | (257,710 | ) | 257,710 | - | ||||||||||||||||||||
Net Comprehensive Loss
|
- | - | - | - | (234,144 | ) | (234,144 | ) | |||||||||||||||||||
Balance, December 31, 2014
|
80,492,179 | 3,241,848 | - | 18,600 | (3,789,794 | ) | (529,346 | ) |
Note
|
2014
|
2013
|
2012
|
||||||||||||
$ | $ | $ | |||||||||||||
EXPENSES
|
|||||||||||||||
Accounting, Audit, and Legal
|
18,050 | 40,151 | 51,624 | ||||||||||||
Advertising, Promotion, and Website Development
|
950 | 585 | - | ||||||||||||
Consulting
|
60,000 | 80,000 | 75,000 | ||||||||||||
Depreciation
|
245 | 346 | 201 | ||||||||||||
Filing and Transfer Agent Fees
|
8,295 | 15,791 | 21,283 | ||||||||||||
Interest and Bank Charges
|
4,672 | 516 | 459 | ||||||||||||
Investor Relations
|
- | 3,663 | - | ||||||||||||
Management Fees
|
12(b) | 60,000 | 60,000 | 60,000 | |||||||||||
Office Expenses, Rent, and Telephone
|
- | (709 | ) | 632 | |||||||||||
Property Investigation
|
2,500 | 13,054 | - | ||||||||||||
Share-Based Compensation
|
10(d) | - | - | 22,500 | |||||||||||
Travel
|
- | - | 649 | ||||||||||||
154,712 | 213,397 | 232,348 | |||||||||||||
LOSS BEFORE OTHER ITEMS
|
(154,712 | ) | (213,397 | ) | (232,348 | ) | |||||||||
Foreign Exchange Loss
|
(14,005 | ) | (6,666 | ) | (783 | ) | |||||||||
Gain on Settlement of Debts
|
10(b)(viii),12(c) | 42,626 | 334 | 6,870 | |||||||||||
Settlement of Legal Claim
|
8 | - | (750 | ) | - | ||||||||||
Write-Off of Oil and Gas Property
|
6 | (108,053 | ) | - | - | ||||||||||
NET LOSS FOR THE YEAR
|
(234,144 | ) | (220,479 | ) | (226,261 | ) | |||||||||
Other Comprehensive Income
|
- | - | - | ||||||||||||
NET COMPREHENSIVE LOSS FOR THE YEAR
|
(234,144 | ) | (220,479 | ) | (226,261 | ) | |||||||||
POST-SHARE CONSOLIDATION
|
10(b)(v) | ||||||||||||||
Basic and Diluted Loss per Share
|
(0.004 | ) | (0.008 | ) | (0.301 | ) | |||||||||
Weighted Average Number of Shares Outstanding
|
52,758,205 | 28,866,035 | 751,051 |
Note
|
2014
|
2013
|
2012
|
||||||||||||
$ | $ | $ | |||||||||||||
CASH PROVIDED BY (USED IN):
|
|||||||||||||||
OPERATING ACTIVITIES
|
|||||||||||||||
Net Loss for the Year
|
(234,144 | ) | (220,479 | ) | (226,261 | ) | |||||||||
Non-Cash Items
|
|||||||||||||||
Depreciation
|
245 | 346 | 201 | ||||||||||||
Shares-Based Payments
|
- | - | 22,500 | ||||||||||||
Gain on Settlement of Debts
|
(42,626 | ) | (334 | ) | (6,870 | ) | |||||||||
Write-Off Oil and Gas Property
|
5 | 108,053 | - | - | |||||||||||
(168,472 | ) | (220,467 | ) | (210,430 | ) | ||||||||||
Change in Non-Cash Working Capital Accounts
|
11(a) | 34,554 | 49,635 | 121,896 | |||||||||||
(133,918 | ) | (170,832 | ) | (88,534 | ) | ||||||||||
FINANCING ACTIVITIES
|
|||||||||||||||
Shares Issued for Cash, Net of Issuance Costs
|
- | 60,000 | 26,051 | ||||||||||||
Shares Subscription Advance
|
- | - | (41,064 | ) | |||||||||||
Shares Issued on Exercise of Warrants
|
- | - | 44,137 | ||||||||||||
Repurchase of Common Shares
|
- | - | (22,097 | ) | |||||||||||
Issuance of Promissory Notes
|
127,024 | 117,602 | 155,364 | ||||||||||||
127,024 | 177,602 | 162,391 | |||||||||||||
INVESTING ACTIVITY
|
|||||||||||||||
Acquisition of Oil and Gas Property
|
- | - | (108,053 | ) | |||||||||||
(DECREASE) INCREASE IN CASH
|
(6,894 | ) | 6,770 | (34,196 | ) | ||||||||||
Cash (Bank Indebtedness), Beginning of the Year
|
6,754 | (16 | ) | 34,180 | |||||||||||
(BANK INDEBTEDNESS) CASH, END OF THE YEAR
|
(140 | ) | 6,754 | (16 | ) |
a)
|
Basis of Presentation
|
b)
|
Statement of Compliance
|
c)
|
Basis of Consolidation
|
Entity
|
Country of Incorporation
|
Holding
|
Functional Currency
|
Bit-X Financial Corporation
|
Canada
|
Parent Company
|
Canadian Dollar
|
Jaydoc Capital Corp.
|
Canada
|
100%
|
Canadian Dollar
|
Rainchief Renewable-1 S.R.L.
|
Italy
|
100%
|
Canadian Dollar
|
d)
|
Foreign Currency
|
i)
|
Transactions and Balances in Foreign Currencies
|
ii)
|
Foreign Operations
|
e)
|
Property and Equipment
|
f)
|
Oil and Gas Property
|
g)
|
Impairment of Non-Current Assets
|
h)
|
Provision for Restoration and Rehabilitation
|
i)
|
Share Capital
|
j)
|
Share-Based Payments
|
k)
|
Loss per Share
|
l)
|
Income Taxes
|
i)
|
Current Income Tax
|
l)
|
Income Taxes (Continued)
|
ii)
|
Deferred Income Tax
|
m)
|
Financial Instruments
|
i)
|
Financial Assets
|
·
|
Financial assets at fair value through profit or loss;
|
·
|
Loans and receivables;
|
·
|
Held-to-maturity investments; and
|
·
|
Available-for-sale financial assets.
|
m)
|
Financial Instruments (Continued)
|
i)
|
Financial Assets (Continued)
|
·
|
Financial assets at fair value through profit or loss – Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or that meet certain conditions and are designated at fair value through profit or loss upon initial recognition. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments. Assets in this category are measured at fair value with gains or losses recognized in profit or loss. The Company’s cash falls into this category of financial instruments.
|
·
|
Loans and receivables – Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortized cost using the effective interest method less any provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Company currently does not hold financial assets in this category.
|
·
|
Held-to-maturity investments – Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity, other than loans and receivables. Investments are classified as held-to-maturity if the Company has the intention and ability to hold them until maturity. The Company currently does not hold financial assets in this category.
|
·
|
Available-for-sale financial assets – Available-for-sale financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. The Company currently does not hold financial assets in this category.
|
m)
|
Financial Instruments (Continued)
|
ii)
|
Financial Liabilities
|
·
|
Financial liabilities at fair value through profit or loss – Financial liabilities at fair value through profit or loss include financial liabilities that are either classified as held for trading or that meet certain conditions and are designated at fair value through profit or loss upon initial recognition. Liabilities in this category are measured at fair value with gains or losses recognized in profit or loss. The Company’s bank indebtedness falls into this category of financial instruments.
|
·
|
Other financial liabilities – Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the income statement when the liabilities are derecognized as well as through the effective interest rate method amortization process. The Company’s trade and other payables and promissory notes payable fall into this category of financial instruments.
|
n)
|
Comparative Figures
|
a)
|
Deferred Tax Assets
|
b)
|
Oil and Gas Reserves and Resources
|
c)
|
Provision for Restoration and Rehabilitation
|
Computer
Equipment
|
Furniture and
Equipment
|
Total
|
||||||||||
$ | $ | $ | ||||||||||
COST
|
||||||||||||
At December 31, 2012
|
5,236 | 1,656 | 6,892 | |||||||||
Additions
|
- | - | - | |||||||||
At December 31, 2013
|
5,236 | 1,656 | 6,892 | |||||||||
Additions
|
- | - | - | |||||||||
At December 31, 2014
|
5,236 | 1,656 | 6,892 | |||||||||
ACCUMULATED DEPRECIATION
|
||||||||||||
At December 31, 2012
|
4,168 | 1,528 | 5,696 | |||||||||
Depreciation
|
321 | 25 | 346 | |||||||||
At December 31, 2013
|
4,489 | 1,553 | 6,042 | |||||||||
Depreciation
|
224 | 21 | 245 | |||||||||
At December 31, 2014
|
4,713 | 1,574 | 6,287 | |||||||||
NET BOOK VALUE
|
||||||||||||
At December 31, 2013
|
747 | 103 | 850 | |||||||||
At December 31, 2014
|
523 | 82 | 605 |
2014
|
2013
|
|||||||
$ | $ | |||||||
Trade Payables
|
28,294 | 44,958 | ||||||
Accrued Liabilities
|
151,175 | 130,468 | ||||||
Related Party Payable (Note 12(a)(i))
|
64,526 | 32,101 | ||||||
243,995 | 207,527 |
a)
|
Authorized Capital
|
b)
|
Issued and Outstanding Common Shares
|
i)
|
On January 17, 2012, the Company completed a private placement of 1,330,000 units at US$0.03 per unit, raising gross proceeds of US$39,900 ($41,064). Each unit consists of one common share and one share purchase warrant exercisable into one common share at US$0.03 per share until December 31, 2013.
|
ii)
|
During the year ended December 31, 2012, the Company issued a total of 2,200,000 common shares upon the exercise of warrants at an exercise price of US$0.02 per share for total gross proceeds of US$44,000 ($44,137).
|
iii)
|
On March 2, 2012, the Company repurchased 1,100,000 units at US$0.02 per unit for a total cost of US$22,000 ($22,097). These units were initially issued in a private placement completed in May 2010 at a subscription price of US$0.02 per unit for total gross proceeds of US$22,000 ($22,097). Each unit consisted of one common share and one warrant exercisable into one common share at US$0.02 per share until March 30, 2015. These units were returned to treasury and cancelled.
|
iv)
|
On March 21, 2012, the Company issued 200,000 common shares to the President of the Company and a person related to the President. The related parties purchased these shares in the Company in 2002; however, the share certificates evidencing the share subscription were not recorded by the share transfer agent as a result of a clerical oversight. Accordingly, the Directors of the Company authorized the issuance of share certificates to the related parties as evidence of their ownership of the shares and to accurately reflect the number of common shares outstanding.
|
v)
|
Effective April 3, 2013, the common shares of the Company were consolidated at the ratio of one new common share for every 50 old common shares. The Company issued 835 shares to round up fractional entitlements resulting from the consolidation. The basic loss per share calculations disclosed in the consolidated statements of comprehensive loss for the years ended December 31, 2012 and 2011, has been adjusted to reflect the share consolidation.
|
vi)
|
In January 2013, the Company entered into a debt settlement agreement with a company controlled by a Director and Officer of the Company to settle outstanding accounts payable of $10,000. The Company agreed to issue 10,000,000 pre-April 3, 2013, share consolidation shares.
|
vii)
|
On August 13, 2013, the Company completed a private placement of 1,200,000 shares at US$0.05 per share, raising gross proceeds of $60,000.
|
b)
|
Issued and Outstanding Common Shares (continued)
|
viii)
|
On March 27, 2014, the Company issued 28,000,000 common shares with a fair value of $56,000 for settlement of convertible promissory notes totaling $96,626 (including US$63,500), recording a gain of $42,626 on settlement of these debts.
|
c)
|
Share Purchase Warrants
|
Expiry Date
|
Exercise
Price |
December 31,
2013 |
Issued
|
Exercised
|
Expired
|
December 31,
2014 |
||||||||||||||||||
June 30, 2014
|
US$40.00 | 6,400 | - | - | (6,400 | ) | - | |||||||||||||||||
March 30, 2015
|
US$1.00 | 116,200 | - | - | - | 116,200 | ||||||||||||||||||
October 15, 2015
|
US$2.00 | 10,000 | - | - | - | 10,000 | ||||||||||||||||||
October 28, 2015
|
US$1.00 | 20,000 | - | - | - | 20,000 | ||||||||||||||||||
Total
|
152,600 | - | - | (6,400 | ) | 146,200 | ||||||||||||||||||
Weighted Average Exercise Price
|
US$2.70 | - | - | US$40.00 | US$1.07 |
Expiry Date
|
Exercise
Price |
December 31,
2012
|
Issued
|
Exercised
|
Expired
|
December 31,
2013
|
||||||||||||||||||
December 31, 2013
|
US$1.50 | 26,600 | - | - | (26,600 | ) | - | |||||||||||||||||
June 30, 2014
|
US$40.00 | 6,400 | - | - | - | 6,400 | ||||||||||||||||||
March 30, 2015
|
US$1.00 | 116,200 | - | - | - | 116,200 | ||||||||||||||||||
October 15, 2015
|
US$2.00 | 10,000 | - | - | - | 10,000 | ||||||||||||||||||
October 28, 2015
|
US$1.00 | 20,000 | - | - | - | 20,000 | ||||||||||||||||||
Total
|
179,200 | - | - | (26,600 | ) | 152,600 | ||||||||||||||||||
Weighted Average Exercise Price
|
US$2.49 | - | - | US$1.50 | US$2.70 |
c)
|
Share Purchase Warrants (continued)
|
Expiry Date
|
Exercise
Price |
December 31,
2011
|
Issued
|
Exercised
|
Expired
|
December 31,
2012 |
||||||||||||||||||
December 31, 2013
|
US$1.50 | - | 26,600 | - | - | 26,600 | ||||||||||||||||||
June 30, 2014
|
US$40.00 | 6,400 | - | - | - | 6,400 | ||||||||||||||||||
March 30, 2015
|
US$1.00 | 182,200 | - | (44,000 | ) | (22,000 | ) | 116,200 | ||||||||||||||||
October 15, 2015
|
US$2.00 | 10,000 | - | - | - | 10,000 | ||||||||||||||||||
October 28, 2015
|
US$1.00 | 20,000 | - | - | - | 20,000 | ||||||||||||||||||
Total
|
218,600 | 26,600 | (44,000 | ) | (22,000 | ) | 179,200 | |||||||||||||||||
Weighted Average Exercise Price
|
US$2.19 | US$1.50 | US$1.00 | US$1.00 | US$2.49 |
d)
|
Share-Based Payments
|
e)
|
Escrow Shares
|
2014
|
2013
|
2012
|
|||||||||||
$ | $ | $ | |||||||||||
a) |
Change in Non-Cash Working Capital Accounts
|
||||||||||||
GST/HST Recoverable
|
(2,190 | ) | 34,465 | (15,537 | ) | ||||||||
Prepaid Expenses
|
(7,058 | ) | - | - | |||||||||
Trade and Other Payables
|
43,802 | 15,170 | 137,433 | ||||||||||
34,554 | 49,635 | 121,896 | |||||||||||
b) |
Significant Non-Cash Financing Activities
|
||||||||||||
Shares Issued for Settlement of Debts
|
56,000 | 125,000 | - | ||||||||||
Shares Issued for Services
|
- | - | 22,500 | ||||||||||
98,626 | 125,000 | 22,500 | |||||||||||
c) |
Other Information
|
||||||||||||
Interest Paid
|
4,134 | - | 40 | ||||||||||
Income Taxes Paid
|
- | - | - |
a)
|
Related Party Balances
|
(i)
|
Trade and Other Payables
|
(ii)
|
Promissory Notes
|
b)
|
Compensation of Key Management Personnel
|
2014
|
2013
|
2012
|
||||||||||
$ | $ | $ | ||||||||||
Management Fees
|
60,000 | 60,000 | 60,000 | |||||||||
Share-Based Payments (Note 10(d))
|
- | - | 22,500 | |||||||||
60,000 | 60,000 | 82,500 |
c)
|
Settlement of Debt
|
a)
|
Deferred Tax Assets and Liabilities
|
December 31,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
$ | $ | |||||||
Non-Capital Losses
|
3,673,825 | 3,549,994 | ||||||
Capital Losses
|
2,718 | 2,718 | ||||||
Property and Equipment
|
137,600 | 29,302 | ||||||
Share Issuance Costs
|
10,464 | 25,789 | ||||||
3,824,607 | 3,607,803 |
2015
|
43,700 | |||
2026
|
313,100 | |||
2027
|
515,300 | |||
2028
|
367,400 | |||
2029
|
1,157,900 | |||
2030
|
307,400 | |||
2031
|
301,400 | |||
2032
|
233,000 | |||
2033
|
250,800 | |||
2034
|
183,800 | |||
3,673,800 |
b)
|
Income Tax Expense
|
2014
|
2012
|
2011
|
||||||||||
$ | $ | $ | ||||||||||
Recovery of Income Tax Calculated at the Statutory Rate of 13.5%
|
(31,609 | ) | (31,268 | ) | (30,545 | ) | ||||||
Permanent Differences
|
- | - | 3,038 | |||||||||
Deferred Tax Assets Not Recognized
|
29,268 | 31,268 | 29,534 | |||||||||
Effect of Change in Tax Rates
|
- | - | - | |||||||||
Expiration of Non-Capital Losses and Other
|
2,341 | - | (2,027 | ) | ||||||||
Income Tax Expense
|
- | - | - |
a)
|
Liquidity Risk
|
b)
|
Interest Rate Risk
|
c)
|
Credit Risk
|
d)
|
Commodity Price Risk
|
e)
|
Foreign Exchange Risk
|
f)
|
Fair Values
|
Leve l:
|
Quoted prices in active markets for identical assets or liabilities.
|
Leve 2:
|
Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
|
Leve 3:
|
Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
|
a)
|
Convertible Promissory Notes
|
b)
|
Private Placement
|
c)
|
Crypto-Currency Deposit and Exchange Services Agreement
|
CERTIFICATIONS
I, Paul E. Heney certify that:
1) | I have reviewed this Annual Report on Form 20-F for Bit-X Financial Corp; |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4) | The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting; and |
5) | The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. |
Date: April 30, 2015
/s/ Paul E. Heney
Paul E. Heney
CEO & Chairman
CERTIFICATIONS
I, Brad J. Moynes certify that:
1) | I have reviewed this Annual Report on Form 20-F for Bit-X Financial Corp; |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4) | The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting; and |
5) | The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. |
Date: April 30, 2015
/s/ Brad J. Moynes
Brad J. Moynes
President & CFO
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report for Bit-X Financial Corp. (the “Company”) on
Form 20-F for the year ended December 31, 2014 as filed with the Securities and Exchange
Commission on the date hereof (the “Report), the undersigned, Paul E. Heney, Chief Executive Officer do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that to the best of our knowledge:
(1) The Report fully complies with the requirements of section 13(a) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the
Financial condition and results of operations of the Company.
By:
/s/ Paul E. Heney
Paul E. Heney
Chief Executive Officer
April 30, 2015
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report for Bit-X Financial Corp. (the “Company”) on
Form 20-F for the year ended December 31, 2014 as filed with the Securities and Exchange
Commission on the date hereof (the “Report), the undersigned, Brad J. Moynes, Chief Financial Officer do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that to the best of our knowledge:
(1) The Report fully complies with the requirements of section 13(a) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the
Financial condition and results of operations of the Company.
By:
/s/ Brad J. Moynes
Brad J. Moynes
Chief Financial Officer
April 30, 2015
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