Nevada
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71-1013330
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2220 Nostrand Avenue
Brooklyn, New York
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11210
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(Address of principal executive offices)
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(Zip Code)
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(212) 201-4070
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(Registrant's telephone number, including area code)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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(Do not check if a smaller reporting company)
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Smaller reporting company x
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5
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6
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7
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November 30,
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August 31,
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|||||||
2013
(Unaudited)
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2013
|
|||||||
ASSETS
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||||||||
CURRENT ASSETS
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||||||||
Cash and cash equivalents
|
$ | 349,390 | $ | 431,760 | ||||
Convertible note receivable
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50,000 | 50,000 | ||||||
Prepaid expenses and other receivables
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42,562 | 21,355 | ||||||
Total current assets
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441,952 | 503,115 | ||||||
Leasehold improvements and equipment, net
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153,071 | 126,108 | ||||||
Security deposit and other long-term receivables
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97,632 | 86,272 | ||||||
Noncurrent assets of discontinued operations
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145,781 | 145,781 | ||||||
TOTAL ASSETS
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$ | 838,436 | $ | 861,276 | ||||
LIABILITIES
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable and accrued expenses
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$ | 363,315 | $ | 371,598 | ||||
Interest payable
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11,326 | 3,906 | ||||||
Current liabilities of discontinued operations
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775,000 | 775,000 | ||||||
Total current liabilities
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1,149,641 | 1,150,504 | ||||||
Convertible debentures, net of debt discount
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321,162 | 128,327 | ||||||
TOTAL LIABILITES
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1,470,803 | 1,278,831 | ||||||
COMMITMENTS AND CONTINGENT LIABILITIES
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||||||||
STOCKHOLDERS’ DEFICIT
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||||||||
Common stock ($ 0.00001 par value; 500,000,000 authorized; 93,984,019
issued and 93,628,551 outstanding at November 30, 2013 and 93,584,759
issued and 93,229,291 outstanding at August 31, 2013
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940 | 936 | ||||||
Additional paid in capital
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58,924,628 | 57,938,675 | ||||||
Treasury stock, at cost 355,468 shares of common stock November 31, 2013 and August 31, 2012
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(49,766 | ) | (49,766 | ) | ||||
Accumulated deficit
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(59,500,946 | ) | (58,305,978 | ) | ||||
Accumulated other comprehensive income (loss)
|
(7,223 | ) | (1,422 | ) | ||||
Total Stockholders' Deficit
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(632,367 | ) | (417,555 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 838,436 | $ | 861,276 |
Three months ended November 30,
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Period from November 15, 2012 to
November 30
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|||||||||||
2013
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2012
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2013
|
||||||||||
Research and Development expenses
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$ | (344,799 | ) | $ | - | $ | (478,503 | ) | ||||
Marketing expenses
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(42,398 | ) | - | (76,765 | ) | |||||||
General and administrative expenses
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(688,036 | ) | (260,670 | ) | (7,180,883 | ) | ||||||
Total Operating expenses
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(1,075,233 | ) | (260,670 | ) | (7,736,151 | ) | ||||||
Other expense
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||||||||||||
Foreign exchange gain
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11,195 | - | 4,059 | |||||||||
Interest expense
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(130,931 | ) | - | (198,598 | ) | |||||||
Loss from continuing operations before income tax
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(1,194,969 | ) | (260,670 | ) | (7,930,690 | ) | ||||||
Income tax provision
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- | (162,869 | ) | (78,637 | ) | |||||||
Loss from continuing operations
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(1,194,969 | ) | (423,539 | ) | (8,009,327 | ) | ||||||
Loss from discontinued operations (including loss on disposal of life
settlement contracts of $8,438,584 for the three months ended November 30, 2012), net of tax
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- | (4,264,642 | ) | - | ||||||||
Net loss
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$ | (1,194,969 | ) | $ | (4,688,181 | ) | $ | (8,009,327 | ) | |||
Basic and diluted loss per common share
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||||||||||||
Continuing operations
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(0.01 | ) | (0.01 | ) | ||||||||
Discontinued operations
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- | (0.04 | ) | |||||||||
Net loss per common share
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(0.01 | ) | (0.05 | ) | ||||||||
Basic weighted average shares outstanding
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99,281,941 | 98,229,599 | ||||||||||
Diluted weighted average shares outstanding
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99,281,941 | 98,229,599 | ||||||||||
Net loss
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$ | (1,194,969 | ) | $ | (4,688,181 | ) | $ | (8,009,327 | ) | |||
Foreign currency translation adjustments
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(5,801 | ) | - | (7,223 | ) | |||||||
Comprehensive loss
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$ | (1,200,770 | ) | $ | (4,688,181 | ) | $ | (8,016,550 | ) |
Three months ended November 30,
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Period from November
15, 2012 to
November 30,
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|||||||||||
2013
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2012
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2013
|
||||||||||
Operating activities:
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||||||||||||
Net loss
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$ | (1,194,969 | ) | $ | (4,688,181 | ) | $ | (8,009,327 | ) | |||
Loss from discontinued operations
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- | 4,264,642 | - | |||||||||
Adjustments to reconcile net loss to net cash (used in) provided by operations
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||||||||||||
Amortization of debt discount
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117,228 | - | 178,446 | |||||||||
Stock-based compensation
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21,638 | 1,708 | 4,533,000 | |||||||||
Foreign exchange gain on investment in subsidiary
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(11,195 | ) | - | (4,059 | ) | |||||||
Stock forfeited by stockholders to settle payment of withholding tax on behalf of such stockholders
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- | - | (5,645 | ) | ||||||||
Payment-in-kind interest on shareholders loan
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- | - | 2,543 | |||||||||
Loss on disposition of equipment
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25,385 | - | 38,546 | |||||||||
Depreciation and amortization
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9,491 | 5,988 | 31,409 | |||||||||
Deferred rent
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- | 17,163 | (63,638 | ) | ||||||||
Deferred income taxes
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- | 162,869 | 78,637 | |||||||||
Changes in operating assets and liabilities
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||||||||||||
Prepaid expenses and other receivables
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(20,921 | ) | (4,341 | ) | (23,713 | ) | ||||||
Security deposit
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(9,153 | ) | - | (38,375 | ) | |||||||
Accounts payable and accrued expenses
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(11,122 | ) | (23,308 | ) | 8,216 | |||||||
Interest payable
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7,420 | - | 11,326 | |||||||||
Net cash used in operating activities- continuing operations
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(1,066,198 | ) | (263,460 | ) | (3,262,634 | ) | ||||||
Net cash (used in) provided by operating activities- discontinued operations
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- | (12,666,845 | ) | 5,858,675 | ||||||||
Net cash (used in) provided by operating activities
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(1,066,198 | ) | (12,930,305 | ) | 2,596,041 | |||||||
Investing activities:
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||||||||||||
Payment for purchase of convertible note
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- | - | (50,000 | ) | ||||||||
Proceeds received from sale of equipment
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- | - | 5,200 | |||||||||
Purchase of leasehold improvements and equipment
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(59,039 | ) | - | (163,864 | ) | |||||||
Net cash used in investing activities- continuing operations
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(59,039 | ) | - | (208,664 | ) | |||||||
Net cash provided by investing activities- discontinued operations
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- | 9,756,718 | - | |||||||||
Net cash (used in) provided by investing activities
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(59,039 | ) | 9,756,718 | (208,664 | ) | |||||||
Financing activities:
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||||||||||||
Proceeds from convertible debentures
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1,000,000 | - | 2,725,000 | |||||||||
Proceeds from exercise of stock options
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39,926 | - | 119,926 | |||||||||
Proceeds from shareholder loan
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- | - | 200,000 | |||||||||
Net cash provided by financing activities- continuing operations
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1,039,926 | - | 3,044,926 | |||||||||
Net cash (used in) provided by financing activities- discontinued operations
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- | 3,671,000 | (5,135,000 | ) | ||||||||
Net cash (used in) provided by financing activities
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1,039,926 | 3,671,000 | (2,090,074 | ) | ||||||||
Effect of exchange rate on cash and cash equivalents
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2,941 | - | (6,033 | ) | ||||||||
Change in cash and cash equivalents
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(82,370 | ) | 497,413 | 291,270 | ||||||||
Cash and cash equivalents, beginning
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431,760 | 4,885 | 58,120 | |||||||||
Cash and cash equivalents of continuing operations, ending
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$ | 349,390 | $ | 502,298 | $ | 349,390 | ||||||
Conversion of shareholder loan into convertible debentures
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$ | - | $ | - | $ | 202,543 | ||||||
Warrants issued in connection with convertible debentures
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$ | 370,153 | $ | - | $ | 1,188,865 | ||||||
Fair value of conversion option
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$ | 554,240 | $ | - | $ | 1,595,962 |
NATURE AND CONTINUANCE OF OPERATIONS
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NOTE 2:
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SIGNIFICANT ACCOUNTING POLICIES
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NOTE 2:
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SIGNIFICANT ACCOUNTING POLICIES (Cont.)
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NOTE 2:
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SIGNIFICANT ACCOUNTING POLICIES (Cont.)
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NOTE 3:
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DISCONTINUED OPERATIONS
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Three months ended
November 30,
|
||||||||
2013
|
2012
|
|||||||
Sales, general and administrative expenses
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$ | - | $ | (129,200 | ) | |||
Realized loss on extinguishment of debt
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- | (8,438,584 | ) | |||||
Change in fair value of life settlement contracts net of premiums paid
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- | 2,055,438 | ||||||
Interest expense
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- | (1,610,571 | ) | |||||
Loss from discontinued operations before income tax
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- | (8,122,917 | ) | |||||
Income tax benefit
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- | 3,858,275 | ||||||
Net loss from discontinued operations
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$ | - | $ | (4,264,642 | ) |
November 30
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August 31,
|
|||||||
2013
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2013
|
|||||||
ASSETS
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||||||||
NON CURRENT ASSETS
|
||||||||
Deferred income taxes
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145,781 | 145,781 | ||||||
Total noncurrent assets of discontinued operations
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$ | 145,781 | $ | 145,781 | ||||
LIABILITIES
|
||||||||
CURRENT LIABILITIES
|
||||||||
Income and other taxes payable
|
775,000 | 775,000 | ||||||
Total current liabilities of discontinued operations
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$ | 775,000 | $ | 775,000 |
NOTE 3:
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DISCONTINUED OPERATIONS (Cont.)
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NOTE 4:
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CONVERTIBLE NOTE RECEIVABLE
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NOTE 5:
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CONVERTIBLE DEBENTURES
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NOTE 5:
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CONVERTIBLE DEBENTURES (Cont.)
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September 17,
2013
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October 9,
2013
|
November 7,
2013
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||||||||||
Contractual term (Years)
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5.0 | 5.0 | 5.0 | |||||||||
Volatility
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68.5 | % | 67.3 | % | 66.3 | % | ||||||
Dividend yield
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0.0 | % | 0.0 | % | 0.0 | % | ||||||
Risk-free interest rate
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1.65 | % | 1.43 | % | 1.34 | % |
November 30,
2013
|
||||
1.2% convertible debentures
|
2,927,543 | |||
Debt discount/ beneficial conversion feature
|
2,606,381 | |||
Balance
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$ | 321,162 |
NOTE 6:
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
NOTE 7:- |
COMMON STOCK, WARRANTS AND OPTIONS
|
Number of warrants
|
Weighted
average
exercise
price
|
Weighted average life remaining
(in years)
|
||||||||
Balance as at August 31, 2013 Issued
|
13,710,172 | 0.28 |
3.51 years
|
|||||||
Additions as of November 30, 2013 Issued
|
4,000,000 | 0.50 |
4.86 years
|
|||||||
Balance as at November 30, 2013
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17,710,172 | 0.33 |
3.64 years
|
NOTE 7: |
COMMON STOCK, WARRANTS AND OPTIONS (Cont.)
|
|
„
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Risk-Free Interest Rate: The Company determined the risk-free interest rate equivalent to the expected term based on the U.S. Treasury constant maturity rate.
|
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„
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Expected Volatility: The Company determined its future stock price volatility based on the average historical stock price volatility of comparable peer companies.
|
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„
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Expected Term: Due to the limited exercise history of the Company’s stock options, the Company determined the expected term based on the stratification of employee groups and the expected effect of events that have indications on future exercise activity. Expected life for options granted to employees uses the Simplified Method, while options granted to non-employees uses an expected term equal to the life of the contract.
|
|
„
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Expected Dividend Rate: The Company has not paid and does not anticipate paying any cash dividends in the near future.
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Three Months
ended
November 30, 2013
|
|||
Exercise price
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$0.29 - $0.35
|
||
Expected stock price volatility
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66.3% - 73.8%
|
||
Risk-free rate of interest
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1.31% - 1.72%
|
||
Expected life of options
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3-3.5 Years
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Three months ended
November 30,
|
||||||||
2013
|
2012
|
|||||||
Employee awards
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$ | 4,644 | $ | - | ||||
Non- employee awards, net of forfeitures
|
16,994 | 1,708 | ||||||
Total stock options compensation expense
|
$ | 21,638 | $ | 1,708 |
NOTE 7: |
COMMON STOCK, WARRANTS AND OPTIONS (Cont.)
|
Number of Shares
|
Weighted
Average
Exercise
Price
|
Total
Weighted
Average
Intrinsic
Value
|
Weighted
Average
Remaining
Contractual
Life
(in years)
|
|||||||||||||
Outstanding at August 31, 2013
|
22,430,000 | 0.11 | 0.19 | 4.51 | ||||||||||||
Options granted
|
300,000 | 0.33 | 0.14 | 5.04 | ||||||||||||
Options exercised
|
(399,260 | ) | 0.10 | - | - | |||||||||||
Options forfeited
|
- | - | - | - | ||||||||||||
Options cancelled
|
- | - | - | - | ||||||||||||
Outstanding at November 30, 2013
|
22,330,740 | 0.11 | 0.36 | 4.27 |
Three Months ended
November 30,
|
||||||||
2013
|
2012
|
|||||||
Current tax expense
|
$ | - | $ | - | ||||
Deferred tax expense (benefit)
|
- | 162,869 | ||||||
Total income tax expense (benefit)
|
$ | - | $ | 162,869 |
NOTE 9:
|
SUBSEQUENT EVENTS
|
|
·
|
actual or anticipated fluctuations in our quarterly and annual operating results;
|
|
·
|
actual or anticipated product constraints;
|
|
·
|
decreased demand resulting from changes in laws;
|
|
·
|
product and services announcements by us or our competitors;
|
|
·
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loss of any of our key executives;
|
|
·
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regulatory announcements, proceedings or changes;
|
|
·
|
competitive product developments and legal developments;
|
|
·
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any business combination we may propose or complete;
|
|
·
|
any financing transactions we may propose or complete; or
|
|
·
|
broader industry and market trends unrelated to its performance.
|
Three months ended November 30,
|
||||||||
2013
|
2012
|
|||||||
Research and Development expenses
|
$ | (344,799 | ) | $ | - | |||
Marketing expenses
|
(42,398 | ) | - | |||||
General and administrative expenses
|
(688,036 | ) | (260,670 | ) | ||||
Total Operating expenses
|
(1,075,233 | ) | (260,670 | ) | ||||
Foreign exchange gain
|
11,195 | |||||||
Interest expense
|
(130,931 | ) | - | |||||
Loss from continuing operations before income tax
|
(1,194,969 | ) | (260,670 | ) | ||||
Income tax provision
|
- | (162,869 | ) | |||||
Loss from continuing operations
|
(1,194,969 | ) | (423,539 | ) | ||||
Loss from discontinued operations (including loss on disposal of life
settlement contracts of $8,438,584 for the three months ended November 30, 2012), net of tax
|
- | (4,264,642 | ) | |||||
Net loss
|
$ | (1,194,969 | ) | $ | (4,688,181 | ) |
|
·
|
Due to the small size of its staff, the Company did not have sufficient segregation of duties to support its internal control over financial reporting.
|
Exhibit
Number
|
Description
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act .
|
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act .
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
INFINITY AUGMENTED REALITY, INC.
|
||
January 14, 2014
|
/s/ Ortal Zanzuri
|
|
Ortal Zanzuri
|
||
Treasurer and Chief Financial Officer
|
||
(Principal Financial Officer)
|
Signature
|
Capacity in which signed
|
Date
|
/s/ Enon Landenberg
|
President and Chief Executive Officer
|
January 14, 2014
|
Enon Landenberg
|
(Principal Executive Officer )
|
|
||||
1.
|
I have reviewed this Form 10-Q of Infinity Augmented Reality, Inc.;
|
|||
|
|
|||
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 issuer as of, and for, the periods present in this report;
|
|||
|
|
|||
4.
|
The issuer’s other certifying officer(s) 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 13-a-15(f) and 15d-15(f)) for the issuer 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 issuer, 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 our 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 issuer’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 issuer’s internal control over financing reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
|
||
|
|
|
||
5.
|
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
|
|||
|
|
|||
|
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 issuer’s ability to record, process, summarize and report financial information; and
|
||
|
|
|
||
|
b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the issuer’s internal control over financial reporting.
|
||
Date: January 14, 2014
|
|
|||
|
|
|||
/s/ Enon Landenberg
|
||||
Enon Landenberg
President and Chief Executive Officer
(principal executive officer and duly
authorized officer)
|
|
|
|||
1.
|
I have reviewed this Form 10-Q of Infinity Augmented Reality , Inc.;
|
||
|
|
||
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 small business issuer as of, and for, the periods present in this report;
|
||
|
|
||
4.
|
The issuer’s other certifying officer(s) 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 13-a-15(f) and 15d-15(f)) for the issuer 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 issuer, 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 our 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 issuer’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 issuer’s internal control over financing reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
|
|
|
|
|
|
5.
|
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
|
||
|
|
||
|
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 issuer’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the issuer’s internal control over financial reporting.
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|
Date: January 14, 2014
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/s/ Ortal Zanzuri
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Ortal Zanzuri
Treasurer and Chief Financial Officer
(principal financial officer and duly
authorized officer)
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Date: January 14, 2014
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/s/ Enon Landenberg
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Enon Landenberg
President and Chief Executive Officer
(principal executive officer and duly authorized officer)
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Date: January 14, 2014
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/s/ Ortal Zanzuri
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Ortal Zanzuri
Treasurer and Chief Financial Officer
( principal financial officer and duly authorized officer)
|
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